SC TO-T/A

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                  SCHEDULE TO

                               (AMENDMENT NO. 3)

           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 ("Purchaser") 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 5, 2004, Jones was advised by the FTC that early
termination had been granted for the waiting period under the HSR Act with
respect to the Offer and the Proposed Merger. The full text of a press release
issued by Jones on April 6, 2004 is filed as Exhibit (a)(5)(D) hereto and is
incorporated by reference.

ITEM 12. EXHIBITS.

     (a)(5)(D)      Press release issued by Jones Apparel Group, Inc., dated
                    April 6, 2004.







                                   SIGNATURE


          After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of April 6, 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
                                       itle:  Chief Financial Officer and
                                              Treasurer

                                    JONES APPAREL GROUP, INC.,

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







EXHIBIT INDEX

EXHIBIT NO.            DESCRIPTION

(a)(5)(D)      Press release issued by Jones Apparel Group, Inc., dated
               April 6, 2004.

EX-99.A.5.D

                                                             EXHIBIT (a)(5)(D)


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 ANNOUNCES EARLY TERMINATION
                      OF HART-SCOTT-RODINO WAITING PERIOD

NEW YORK, NEW YORK - April 6, 2004 - Jones Apparel Group, Inc. ("Jones")
(NYSE:JNY) today announced that it has received early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
with respect to the tender offer by MSC Acquisition Corp., an indirect wholly
owned subsidiary of Jones ("MSC"), 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). The early termination
of the Hart-Scott-Rodino waiting period has satisfied one of the conditions to
the MSC tender offer.

As previously announced, MSC commenced a tender offer on March 23, 2004 for
all of the outstanding shares of Class A Common Stock, together with the
associated preferred stock purchase rights, of Maxwell at a price of $20.00
per share in cash.

The tender offer and withdrawal rights are scheduled to expire at 12:00
Midnight, New York City time, on April 19, 2004, unless extended.

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.

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 and 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.