SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
                      the Securities Exchange Act of 1934

Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]

Check the appropriate box:
[ ]   Preliminary Proxy Statement
[ ]   Confidential, for Use of the Commission Only (as permitted by
      Rule 14a-6(e)(2))
[ ]   Definitive Proxy Statement
[X]   Definitive Additional Materials
[ ]   Soliciting Material Pursuant to Section 240.14a-12

                           MAXWELL SHOE COMPANY INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

                           JONES APPAREL GROUP, INC.
                             MSC ACQUISITION CORP.
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]   No fee required.
[ ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
      (1)   Title of each class of securities to which transaction applies:

      --------------------------------------------------------------------------
      (2)   Aggregate number of securities to which transaction applies:

      --------------------------------------------------------------------------
      (3)   Per unit price or other underlying value of transaction computed
            pursuant to Exchange Act Rule 0-11 (set forth the amount on which
            the filing fee is calculated and state how it was determined):

      --------------------------------------------------------------------------
      (4)   Proposed maximum aggregate value of transaction:

      --------------------------------------------------------------------------
      (5)   Total fee paid:

      --------------------------------------------------------------------------
[ ]   Fee paid previously with preliminary materials.
[ ]   Check box if any part of the fee is offset as provided by Exchange Act
      Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
      paid previously. Identify the previous filing by registration statement
      number, or the Form or Schedule and the date of its filing.
      (1)   Amount Previously Paid:

      --------------------------------------------------------------------------
      (2)   Form, Schedule or Registration Statement No.:

      --------------------------------------------------------------------------
      (3)   Filing Party:

      --------------------------------------------------------------------------
      (4)   Date Filed:

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

On May 26, 2004, Jones Apparel Group, Inc. issued a press release. A copy of the
press release is included below.


                       * * * * * * * * * * * * * * * * *

FOR IMMEDIATE RELEASE
JONES APPAREL GROUP, INC.

Contacts:   Wesley R. Card, Chief Operating and Financial Officer
            Anita Britt, Executive Vice President Finance
            (215) 785-4000

         JONES APPAREL GROUP RAISES OFFER FOR MAXWELL SHOE COMPANY INC.
                              TO $22.50 PER SHARE

NEW YORK, NEW YORK - May 26, 2004 - Jones Apparel Group, Inc. ("Jones")
(NYSE:JNY) today announced that MSC Acquisition Corp. ("MSC"), an indirect
wholly owned subsidiary of Jones, has increased the price of its cash tender
offer for all of the outstanding shares of Class A Common Stock, together with
the associated preferred stock purchase rights, of Maxwell Shoe Company Inc.
("Maxwell") (Nasdaq: MAXS) to $22.50 per share in cash from $20.00 per share in
cash.

Peter Boneparth, Chief Executive Officer of Jones, stated, "We have
significantly increased the price of our offer to bring our tender offer to a
prompt resolution. Our revised offer is scheduled to expire on June 21, 2004,
and we urge Maxwell stockholders to accept the offer while they have the
opportunity to do so. We believe that the offer provides an outstanding
opportunity for Maxwell's stockholders to maximize the value of their investment
in Maxwell. It represents a premium of approximately 34% over the closing price
for Maxwell shares on February 19, 2004, the day after we informed Maxwell of
our initial proposal and a premium of approximately 2% over the closing price of
Maxwell shares on February 25, 2004, the day we publicly announced our initial
proposal. Based on the approximate $105 million of cash on the balance sheet
Maxwell released last week, which equates to approximately $7.07 of cash per
outstanding share of Maxwell stock, our offer price represents an even greater
premium multiple to the earnings of Maxwell's operating business."

Mr. Boneparth continued, "We believe we have been extremely responsive to
Maxwell stockholders by increasing our offer price. Now it is time for Maxwell's
Board to start listening to their stockholders as well. We urge Maxwell's Board
to consider the best interests of their stockholders by meeting with us to
finalize a merger agreement. If the Board persists in ignoring our offer and
refuses to meet with us, then there is only one thing for Maxwell stockholders
to do in order to maximize the value of their shares - to send a clear and
strong message to the Board by tendering their shares into our offer and
supporting our consent solicitation to replace the Maxwell directors."

Mr. Boneparth added, "Time is running out for Maxwell's stockholders. On June
21, Jones's tender offer will expire and we will abandon our proposed
acquisition unless we have entered into a merger agreement with Maxwell or have
received sufficient consents from Maxwell's stockholders to replace the Maxwell
Board. If Maxwell's Board and management are unwilling to do the right thing for
stockholders, then stockholders will need to step forward and make their views
known by tendering their shares into the offer and delivering consents to
replace the Maxwell directors with nominees who put stockholder value and
interests first."

The revised tender offer for all outstanding shares of Maxwell is scheduled to
expire on Monday, June 21, 2004 at 5:00 p.m. New York City time. The deadline
for submitting consents pursuant to the consent solicitation is June 20, 2004.

Jones will host a conference call with management today at 8:30 a.m. New York
City time, which is accessible by dialing 412-858-4600 or through a web cast at
www.jny.com. A replay of the conference call

is available through June 3 by dialing 877-344-7529, enter account number 051
and conference number 346314.

Jones Apparel Group, Inc. (www.jny.com), a Fortune 500 Company, is a leading
designer and marketer of branded apparel, footwear and accessories. The
Company's nationally recognized brands include Jones New York, Polo Jeans
Company licensed from Polo Ralph Lauren Corporation, Evan-Picone, Norton
McNaughton, Gloria Vanderbilt, Erika, l.e.i., Energie, Nine West, Easy Spirit,
Enzo Angiolini, Bandolino, Napier, Judith Jack, Kasper, Anne Klein, Albert Nipon
and LeSuit. The Company also markets costume jewelry under the Tommy Hilfiger
brand licensed from Tommy Hilfiger Corporation and the Givenchy brand licensed
from Givenchy Corporation, and footwear and accessories under the ESPRIT brand
licensed from Esprit Europe, B.V. With over 30 years of service, the Company has
built a reputation for excellence in product quality and value and in
operational execution.

                           **************************

                             IMPORTANT INFORMATION

Investors and security holders are urged to read the disclosure documents filed
with the Securities and Exchange Commission (the "SEC") from time to time,
including the tender offer statement filed on March 23, 2004 and the supplement
to the tender offer statement that will be filed later today, regarding the
tender offer by MSC for all the outstanding shares of Class A Common Stock,
together with the associated preferred stock purchase rights, of Maxwell.
Investors and security holders may obtain a free copy of the disclosure
documents (when they are available) and other documents filed by Jones or MSC
with the SEC at the SEC's website at www.sec.gov. In addition, documents filed
with the SEC by Jones or MSC may be obtained free of charge from Jones by
directing a request to Jones Apparel Group, Inc., 250 Rittenhouse Circle,
Keystone Park, Bristol, Pennsylvania 19007, Attention: Chief Operating and
Financial Officer.

Jones filed a definitive consent solicitation statement on April 21, 2004 with
the SEC. Investors and security holders may obtain a free copy of the definitive
consent solicitation statement and other documents filed by Jones or MSC with
the SEC at the SEC's website at www.sec.gov. In addition, documents filed with
the SEC by Jones or MSC may be obtained free of charge from Jones by directing a
request to Jones Apparel Group, Inc., 250 Rittenhouse Circle, Keystone Park,
Bristol, Pennsylvania 19007, Attention: Chief Operating and Financial Officer.

                  CERTAIN INFORMATION CONCERNING PARTICIPANTS

Jones, MSC and, in each case, certain of its officers, directors and nominees
for the directorships of Maxwell, among others, may be deemed to be participants
in the solicitation of Maxwell's stockholders. The security holders of Maxwell
may obtain information regarding the names, affiliations and interests of
individuals who may be participants in the solicitation of Maxwell's
stockholders in the definitive consent solicitation statement filed by Jones
with the SEC on Schedule 14A on April 21, 2004.