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

                           JONES APPAREL GROUP, INC.
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MERRILL LYNCH RETAILING LEADERS AND HOUSEHOLD PRODUCTS
  & COSMETICS CONFERENCE
THE PIERRE HOTEL, NEW YORK
MARCH 23, 2004

[PORTIONS OF THIS TRANSCRIPT THAT ARE NOT RELATED TO THE TENDER OFFER OR THE
CONSENT SOLICITATION ARE OMITTED.]

MANAGEMENT DISCUSSION SECTION

Acquisitions
- ------------

o    Our final use remains strategic acquisition
     o    One of the things we want to emphasize, though, and we point this
          out in virtually every presentation - we really have a very
          disciplined approach to acquisitions
o    We've been outbid many times
     o    That doesn't bother us
     o    We don't mind walking away from a deal when it becomes too expensive
o    The key factors that we look at, we don't really have a dartboard where
     we say we have to be in "x" business and chase companies
     o    We see virtually every deal that comes through in our industry
     o    There is only a few of us in the business that really have the
          ability to make acquisitions, and so we see virtually everything
o    We're very careful

     o    We're looking for additional distribution, different - additional
          product categories, or some differentiation from a product
          standpoint; sound management

     o    We want to pay reasonable multiples on earnings when we purchase
          these companies, and if you do that and generate some synergies,
          obviously these deals become accretive if you pay a fair price
o    Our target really isn't accretion
     o    Our target is more paying a fair price, and that's sort of a natural
          offshoot
o    We have a cost of capital which we think is around 9%
o    We really look for mid- to upper-teen ROIs in terms of cash returns on
     our acquisitions, and we'll remain very disciplined in that approach as
     we move forward


QUESTION AND ANSWER SECTION

ANALYST: Unspecified

QUESTION: You guys brew up a few questions. I'll ask you guys. Peter, where
would you say fashion resurgence is stronger? In the footwear business, with
sort of women's dress and dress casual? Or on the better apparel side? And how
sustainable do you think both of those trends are?





ANSWER - PETER BONEPARTH: Well, I actually think it's both. I think what's
driving a lot of the footwear business is the improvement in the ready-to-wear
business. The natural outgrowth if it is a woman is restocking on the career
side, she's then also looking for footwear. We see a resurgence clearly in the
accessory piece of the business, and even jewelry in terms of outfit
completers. So I do think they go very much hand-in-hand. The sustainability
of these businesses, nobody I think has a crystal ball. The general convention
- - the conventional wisdom in our business, though, is that when you do see a
shift like this, certainly in career, it's not a one-season phenomenon. Is
that, you know some people have used the idea of 2 to 3 years. I don't aspire
- - I'm not prognosticating, but it clearly does feel like it's going to be more
than a one-season phenomenon. I think that what's happening in career, as
well, is you're getting not only a return to career, but certainly color is
much more important than it ever was. And so the ability - it's much easier to
create newness in our business when color is important, than obviously simply
going back to the well. There's only so many ways you can cover black and the
basics. So color has clearly helped us. It's helping a lot in footwear. Rhonda
will tell you some of her best styles are basically blue, green, and pink at
this particular point in the season, and this is actually - this is dressy
footwear. So it's quite interesting what's happening, and obviously we are
very hopeful that it's going to continue for a while.

ANSWER: If you all didn't - we're not able to check the wires today. Jones
commenced a formal tender offer for Maxwell Shoe with $20 per share, I think
extending through April 17th or 19th, Anita? Great. Peter do you have any
comment on that? If the stock is at $22?

ANSWER - PETER BONEPARTH: Well I think yes, I do have a comment. Really, very
much summed up in our press release. For those of you who have seen it, we
clearly have, and continue to much prefer to have this done on a quote/unquote
"non-hostile basis" I guess is probably the term of ours. The reality is that
we have a belief that Maxwell is a terrific fit for our shareholders. We were
not able to get the management team, or the Board of Maxwell to even have a
conversation with us at that value. We continue to believe that we are - the
$20 is the appropriate value for the company, and we have taken the next step.
At the end of the day, what we're really doing is, we're going to let the
shareholders of Maxwell decide what the right valuation of the company is, and
whether or not they want to see the company sold. We were not able to talk to
the Board or management, so we're obviously going to be taking our case right
to the shareholders. For those of you who don't know the rationale, again,
almost 40% of Maxwell's business is ours, in effect. Anne Klein is, they're
our footwear licensee for Anne Klein. So obviously when we did Kasper, this
became a much more relevant transaction for us. As I alluded to in the
presentation, we like their distribution in the mid-tier. It's a business that
we understand backwards and forwards. You know, one of the questions that
always comes up from a risk profile is, "If you do a hostile, does that mean
you can't do it with their management?" We continue to believe, we'd like to
can't do it with their management. The reality is, though, this is so much
right down the middle of what we do, that we are prepared to do it without
them, if that's the case.

ANALYST: Unspecified

QUESTION: Hi Peter, just to follow up on what you said earlier. You mentioned
that management was not willing to have a conversation with you regarding
value. In your letter, earlier, you mentioned you had talks with management
since, I believe, November, but I may have it off. Can you tie the two
statements together? Tell us to the extent you're willing to discuss it? Kind
of where talks have left off?





ANSWER - PETER BONEPARTH: Sure. Again, a) because we have a business
partnership with them, and I actually like Mark Cocozza a lot. We did have a
number of conversations which we alluded to, which culminated in a formal
offer, which obviously we had sent the - we've made public the contents of the
letter. Once we made the formal offer, just to clarify, we've heard nothing
from them except their public statement that obviously, that it was
inadequate, and there's absolutely no reason to even have a discussion about
it. So that's the timing or the sequence. So since we've made an offer,
there's been a blanket refusal on their part to have a discussion.

ANSWER: Don't be shy.

Question: If the offer for you, though, doesn't work out and Maxwell is still
an independent company in another couple of months, will you be concerned at
all about the working relationship in between you and them, with the big slug
of business you are still doing with them will be in question?

ANSWER - PETER BONEPARTH: Not at all. I mean, having been on the other side of
that coin, through the Lauren experience, the reality is from the point of
view of the licensor, i.e. in this case ourselves, it's really not issue, in
terms of developing a relationship. You'd have to ask them whether they have
concerns. I don't see that it will be an issue. Obviously, the people who are
running the business day to day are fine. And, by the way, my feeling is that
there is not an acrimonious feeling between Mark and ourselves either. We talk
- - we have talked in the past. We've given each other the courtesy. I think he
obviously has a Board of Directors that he is accountable to as I am, but I
don't see that being a business risk at all.

QUESTION: Would you consider, in the absence of finding acquisitions that fit
the criteria, just levering the balance sheet, in the absence of an
acquisition?

ANSWER - PETER BONEPARTH: Just for fun?

QUESTION: Yes. Just for fun.

ANSWER - PETER BONEPARTH: I think we can give a unified "no" to that.

ANSWER - WESLEY R. CARD: I think one of the things we're very cognizant of all
the time is our investment-grade rating, and we take a very seriously. It
really gives us the ability to fund opportunities very quickly and easily, in
both the bank market, as well as the fixed-term debt market. So we would not
lever up and do a major share repurchase. That's not something we're looking
at right now. We might lever up and do something modest, but, and we're very
comfortable as a target, something I didn't point out, in the 20 to 30% range.
We think that's a very good spot for us. Although this year, absent
acquisition, we'd end up somewhere around 10%. But we're not -anything I guess
is possible over time, but we think there are enough - it's interesting, every
year people say "Is the deal flow drying up? And you just did this deal." And
yet, we seem every year to - if you look at that list of acquisitions, to run
into opportunities that make sense financially and strategically. So we don't
see that drying up in any event.





QUESTION: What was your thinking in starting the offer at the same price that
the Board already rejected? You didn't give them sort of a way out?

ANSWER - PETER BONEPARTH: Well, I don't agree with the conclusion. Our
thinking was that we think that's a fair and full price. The process,
technically, is that we are also going to be launching a consent solicitation.
So the thinking is that we will - which will allow us to have a direct
conversation with their shareholders; something we've not been able to do with
the management and the Board, the results of which, from a valuation
standpoint, will be determined by those conversations. Ultimately, at this
particular point, where we are in this transaction, we think launching at $20
made a lot of sense.


                             IMPORTANT INFORMATION

MSC Acquisition Corp. ("MSC"), a wholly owned subsidiary of Jones Apparel
Group, Inc. ("Jones"), has commenced a tender offer for all the outstanding
shares of Class A Common Stock of Maxwell Shoe Company Inc. ("Maxwell") at $20
per share, net to the seller in cash, without interest. The offer currently is
scheduled to expire at 12:00 Midnight, New York City time, on April 19, 2004.
MSC may extend the offer and currently expects that the offer will be extended
until the principal conditions to the offer, which are described in the offer
to purchase forming part of MSC's tender offer statement, are satisfied. If
the offer is extended, MSC will notify the depositary for the offer and issue
a press release announcing the extension on or before 9:00 a.m. New York City
time on the next business day following the date the offer was scheduled to
expire.

Investors and security holders are also urged to read the consent solicitation
statement relating to the solicitation of consents of Maxwell stockholders.
Jones filed a preliminary consent solicitation statement on March 23, 2004
with the Securities and Exchange Commission (the "SEC") and will file a
definitive consent solicitation statement as soon as practicable thereafter.
Investors and security holders may obtain a free copy of the offer to
purchase, the preliminary consent solicitation statement, the definitive
consent solicitation statement (when it is available) and other documents that
Jones files with the SEC at its web site 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 preliminary consent statement filed by Jones and
MSC with the SEC on Schedule 14A on March 23, 2004.