SCHEDULE 14A INFORMATION

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

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Filed by a Party other than the Registrant  X

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          Rule 14a-6(e)(2))
       Definitive Proxy Statement
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X      Soliciting Material Pursuant to Section 240.14a-12

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

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

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On March 31, 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 FILES COMPLAINT AGAINST MAXWELL SHOE

NEW YORK, NEW YORK - March 31, 2004 - Jones Apparel Group, Inc. ("Jones")
(NYSE:JNY) today announced that Jones and MSC Acquisition Corp., an indirect
wholly owned subsidiary of Jones ("MSC"), have filed a complaint in the Court
of Chancery of the State of Delaware alleging that Maxwell Shoe Company Inc.
("Maxwell") (Nasdaq: MAXS) and its board of directors have improperly attempted
to set a record date of March 25, 2004 for any possible future consent
solicitation of Maxwell's stockholders by Jones or MSC to remove and replace
the directors of Maxwell to be elected at Maxwell's annual stockholders meeting
on April 8.  The Maxwell Board's attempt to set such a record date when Jones
and MSC have not yet commenced a consent solicitation is invalid under Delaware
law and violates Maxwell's Certificate of Incorporation.  The Maxwell Board's
conduct also constitutes a breach of the directors' fiduciary duties owed to
Maxwell stockholders under Delaware law.

Jones and MSC are seeking from the Court, among other things, orders granting
declaratory and injunctive relief in their favor.  Jones and MSC are asking the
Court to issue a declaratory judgment confirming (i) that Jones and MSC have
not commenced a consent solicitation of Maxwell stockholders; (ii) that the
March 25, 2004, record date is invalid and inapplicable to any possible future
consent solicitation by Jones or MSC; (iii) that the Maxwell Board's actions
have violated Maxwell's Certificate of Incorporation; and (iv) that the Maxwell
directors have breached their fiduciary duties owed to Maxwell and its
stockholders.  Jones and MSC are also asking the Court to enjoin Maxwell from
setting a record date except as permitted by Maxwell's Certificate of
Incorporation and to enjoin Maxwell's board of directors from taking any other
action designed to impede any possible future consent solicitation by Jones and
MSC.

Jones Apparel Group, Inc. (www.jny.com) is a leading designer and marketer of
branded apparel, footwear and accessories. Our nationally recognized brands
include Jones New York, 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 Le Suit. We also
market apparel under the Polo Jeans Company brand licensed from Polo Ralph
Lauren Corporation, costume jewelry under the Tommy Hilfiger brand licensed
from Tommy Hilfiger Licensing, Inc. and the Givenchy brand licensed from
Givenchy Corporation, and footwear and accessories under the ESPRIT brand
licensed from Esprit Europe, B.V.  Celebrating more than 30 years of service,
we have built a reputation for excellence in product quality and value and in
operational execution.

Certain statements herein are forward-looking statements. Such forward-looking
statements represent the Company's expectations or beliefs concerning future
events that involve risks and uncertainties. Factors that could cause actual
results to differ materially include (1) the businesses of Jones and Maxwell
not being integrated successfully, (2) expected combination benefits from a
Jones/Maxwell transaction not being realized, (3) the failure of the proposed
transaction to occur, or the occurrence of the proposed transaction on terms
different than those described, (4) the strength of the economy, (5) the
overall level of consumer spending, (6) the performance of the Company's
products within the prevailing retail environment, and (7) other factors which
are set forth in the Company's 2003 Form 10-K and in all filings





with the Securities and Exchange Commission made by the Company subsequent to
the filing of the Form 10-K. The Company does not undertake to publicly update
or revise its forward-looking statements as a result of new information,
future events or otherwise.

This release does not constitute a solicitation of proxies in connection with
any matter to be considered at Maxwell's 2004 annual meeting of stockholders.
Neither Jones nor MSC is soliciting, or intends to solicit, proxies in respect
of any matter to be considered at Maxwell's 2004 annual meeting.

IMPORTANT INFORMATION

Investors and security holders are urged to read the disclosure documents filed
with the Securities and Exchange Commission (the "SEC") on March 23, 2004 and
from time to time, including the tender offer statement, regarding the proposed
transaction between MSC Acquisition Corp. ("MSC"), an indirect wholly owned
subsidiary of Jones Apparel Group, Inc. ("Jones"), and Maxwell Shoe Company
Inc. ("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.

Investors and security holders are also urged to read the consent solicitation
statement relating to the solicitation of consents of Maxwell stockholders when
it becomes available.  Jones filed a preliminary consent solicitation statement
on March 23, 2004 with 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 preliminary consent solicitation statement, the
definitive consent solicitation statement (when it is 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.

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 with
the SEC on Schedule 14A on March 23, 2004.