SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                  SCHEDULE TO

                               (Amendment No. 2)

           TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


                           MAXWELL SHOE COMPANY INC.
                      (Name of Subject Company (Issuer))

                             MSC ACQUISITION CORP.
                           JONES APPAREL GROUP, INC.
                     (Names of Filing Persons -- Offerors)

                CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
                        (Title of Class of Securities)

                                   577766108
                     (CUSIP Number of Class of Securities)

                              IRA M. DANSKY, ESQ.
                           JONES APPAREL GROUP, INC.
                                 1411 BROADWAY
                           NEW YORK, NEW YORK 10018
                           TELEPHONE: (212) 536-9526

                 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications on Behalf of Filing Persons)

                                  Copies to:

                            SCOTT A. BARSHAY, ESQ.
                          CRAVATH, SWAINE & MOORE LLP
                                WORLDWIDE PLAZA
                               825 EIGHTH AVENUE
                           NEW YORK, NEW YORK 10019
                           TELEPHONE: (212) 474-1000






                                  SCHEDULE TO

          This Statement amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission on March 23,
2004 (as previously amended, the "Schedule TO"), relating to the offer by MSC
Acquisition Corp., a New York corporation ("MSC") and an indirect wholly owned
subsidiary of Jones Apparel Group, Inc., a Pennsylvania corporation ("Jones"),
to purchase (1) all issued and outstanding shares of Class A Common Stock, par
value $0.01 per share (the "Shares"), of Maxwell Shoe Company Inc., a Delaware
corporation ("Maxwell"), and (2) unless and until validly redeemed by
Maxwell's Board of Directors, the associated rights to purchase shares of
Series A Junior Participating Preferred Stock of Maxwell (the "Rights") issued
pursuant to the Rights Agreement, dated as of November 2, 1998 (as amended
from time to time, the "Rights Agreement"), by and between Maxwell and
EquiServe Trust Company, N.A., as Rights Agent, at a price of $20.00 per
Share, net to the seller in cash, without interest, upon the terms and subject
to the conditions set forth in the Offer to Purchase (the "Offer to Purchase")
dated March 23, 2004, and in the related Letter of Transmittal. Unless the
context otherwise requires, all references herein to the "Shares" shall be
deemed to include the associated Rights, and all references herein to the
"Rights" shall be deemed to include the benefits that may inure to holders of
Rights pursuant to the Rights Agreement.

          Capitalized terms used herein and not defined herein have the
respective meanings assigned such terms in the Offer to Purchase and the
Schedule TO.

ITEM 11.  ADDITIONAL INFORMATION.

          On April 1, 2004, Maxwell filed a lawsuit in the United States
District Court for the District of Massachusetts against Jones and MSC
alleging that Jones and MSC made materially false and misleading statements
and omissions in violation of the federal securities laws in connection with
the Offer and their possible solicitation of consents from Maxwell
stockholders. Jones and MSC believe that the claims and allegations asserted
in the lawsuit are without merit and intend to vigorously defend against the
lawsuit.









                                   SIGNATURE


          After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of April 2, 2004 that the information set forth
in this statement is true, complete and correct.


                                            MSC ACQUISITION CORP.,

                                            By: /s/ Wesley R. Card
                                                ------------------------------
                                                Name:  Wesley R. Card
                                                Title: Chief Financial Officer
                                                       and Treasurer

                                            JONES APPAREL GROUP, INC.,

                                            By: /s/ Wesley R. Card
                                                ------------------------------
                                                Name:  Wesley R. Card
                                                Title: Chief Operating and
                                                       Financial Officer