SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                  SCHEDULE TO

                               (Amendment No. 4)

           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 1. Summary Term Sheet; Item 4. Terms of the Transaction.

The second paragraph under the question "HOW MANY SHARES ARE YOU SEEKING TO
PURCHASE, AT WHAT PRICE, AND DO I HAVE TO PAY ANY BROKERAGE OR SIMILAR FEES TO
TENDER?" in "SUMMARY TERM SHEET" of the Offer to Purchase is hereby amended by
deleting the first sentence of such paragraph and replacing it with the
following:

          "On February 18, 2004, the day Jones informed Maxwell of our
     proposal to acquire all the outstanding Shares, the last reported sales
     price of a Share on the Nasdaq National Market System was $17.59. On
     February 24, 2004, the last trading day prior to Jones's first public
     announcement that it was seeking to enter into a business combination
     with Maxwell, the last reported sales price of a Share on the Nasdaq
     National Market System was $18.40. On March 22, 2004, the last trading
     day prior to the commencement of the offer, the last reported sales price
     of a Share on the Nasdaq National Market System was $22.09. AS OF APRIL
     6, 2004, THE LAST REPORTED SALES PRICE OF A SHARE ON THE NASDAQ NATIONAL
     MARKET SYSTEM WAS ABOVE THE $20.00 PER SHARE PRICE TO BE PAID PURSUANT TO
     THE OFFER."

     The phrase "as soon as practicable" under the question "IF I ACCEPT THE
OFFER, WHEN WILL I BE PAID?" in "SUMMARY TERM SHEET" of the Offer to Purchase
is hereby deleted and replaced with "promptly".





     The paragraph under the question "WHAT IS THE MARKET VALUE OF MY SHARES
AS OF A RECENT DATE?" in "SUMMARY TERM SHEET" of the Offer to Purchase is
hereby amended by adding after the first sentence the following new sentence:
"AS OF APRIL 6, 2004, THE LAST REPORTED SALES PRICE OF A SHARE ON THE NASDAQ
NATIONAL MARKET SYSTEM WAS ABOVE THE $20.00 PER SHARE PRICE TO BE PAID
PURSUANT TO THE OFFER."

     The paragraph under the question "WHAT IS THE MARKET VALUE OF MY SHARES
AS OF A RECENT DATE?" in "SUMMARY TERM SHEET" of the Offer to Purchase is
hereby further amended by adding before the second to last sentence the
following new sentence: "On February 24, 2004, the last trading day prior to
Jones's first public announcement that it was seeking to enter into a business
combination with Maxwell, the last reported sales price of a Share on the
Nasdaq National Market System was $18.40."

     The first paragraph under "THE OFFER--Section 2" of the Offer to Purchase
("Acceptance for Payment and Payment") is hereby deleted in its entirety and
replaced with the following:

          "Upon the terms and subject to the conditions of the Offer
     (including, if the Offer is extended or amended, the terms and conditions
     of the Offer as so extended or amended), Purchaser will purchase, by
     accepting for payment, and will pay for, all Shares validly tendered and
     not withdrawn prior to the Expiration Date promptly after the Expiration
     Date. Purchaser expressly reserves the right, in its sole discretion but
     subject to the applicable rules of the SEC, to delay acceptance for
     payment of, and thereby delay payment for, Shares if any of the
     conditions referred to in "THE OFFER -- Section 14" has not been
     satisfied or upon the occurrence of any of the events specified in "THE
     OFFER -- Section 14". In addition, Purchaser expressly reserves the
     right, in its sole discretion, but subject to the applicable rules of the
     SEC, to delay payment for Shares even if Shares have been accepted for
     payment if any of the conditions referred to in "THE OFFER -- Section 14"
     has not been satisfied prior to the time of payment or upon the
     occurrence of any of the events specified in "THE OFFER -- Section 14".
     Any determination concerning the satisfaction of the terms and conditions
     of the Offer shall be within the sole discretion of Purchaser. See "THE
     OFFER -- Section 14". If Purchaser is delayed in its acceptance for
     payment of or payment (whether before or after its acceptance for payment
     of Shares) for Shares or it is unable to pay for Shares pursuant to the
     Offer for any reason, then, without prejudice to Purchaser's rights under
     the Offer, the Depositary may retain tendered Shares on behalf of
     Purchaser, and such Shares may not be withdrawn except to the extent
     tendering stockholders are entitled to withdrawal rights as described
     herein under "THE OFFER -- Section 4".

     It is possible that even if Shares are accepted for payment, Purchaser
     will not be obligated to make payment (or payment may be delayed) if any
     of the conditions referred to in "THE OFFER -- Section 14" has not been
     satisfied prior to the time





of payment or upon the occurrence of any of the events specified in "THE OFFER
- -- Section 14." However, the ability of Purchaser to delay the payment for
Shares that Purchaser has accepted for payment is limited by Rule 14e-1(c)
under the Exchange Act, which requires that a bidder pay the consideration
offered or return the securities deposited by or on behalf of stockholders
promptly after the termination or withdrawal of such bidder's offer. As a
result, notwithstanding the fact that Shares have been accepted for payment,
Purchaser may return the Shares tendered in the Offer in the event that any of
the conditions referred to in "THE OFFER -- Section 14" has not been satisfied
prior to the time of payment or upon the occurrence of any of the events
specified in "THE OFFER -- Section 14.""

Item 2. Subject Company Information.

The second paragraph under "THE OFFER--Section 6" of the Offer to Purchase
("Price Range of the Shares; Dividends") is hereby amended by deleting the
first sentence of such paragraph and replacing it with the following:

          "On February 18, 2004, the day Jones informed Maxwell of its
     proposal to acquire all the outstanding Shares, the last reported sales
     price of a Share on NASDAQ was $17.59. On February 24, 2004, the last
     trading day prior to Jones's first public announcement that it was
     seeking to enter into a business combination with Maxwell, the last
     reported sales price of a Share on NASDAQ was $18.40. On March 22, 2004,
     the last trading day prior to the commencement of the Offer, the last
     reported sales price of a Share on NASDAQ was $22.09. ON APRIL 6, 2004,
     THE LAST REPORTED SALES PRICE OF A SHARE ON NASDAQ WAS ABOVE THE $20.00
     PER SHARE OFFER PRICE."


Item 5. Past Contacts, Transactions, Negotiations and Agreements.

     The second paragraph of the section entitled "Transactions with Maxwell"
under "THE OFFER--Section 10" of the Offer to Purchase ("Background of the
Offer; Transactions with Maxwell") is hereby amended by adding the following
parenthetical at the end of the last sentence of such paragraph: "(with such
net sales representing approximately 31.9%, 33.4%, and 31.4%, respectively, of
the net sales of Maxwell under the license agreement for the periods
indicated)."

     The section entitled "Transactions with Maxwell" under "THE
OFFER--Section 10" of the Offer to Purchase ("Background of the Offer;
Transactions with Maxwell") is hereby amended by adding the following
paragraphs at the end of such section:

          "Jones acquired Kasper A.S.L., Ltd. ("Kasper"), which assumed the
     rights to the AK Anne Klein brand name, on December 1, 2003 for a total
     consideration of $259.3 million in cash. Prior to its acquisition by
     Jones, Kasper owned the Marks and was the licensor under the license
     agreement. JIC became a party to the license agreement after Jones
     acquired Kasper.





          From December 1, 2003 (the date of Jones' acquisition of Kasper) to
     April 3, 2004, Jones and its subsidiaries recorded revenues aggregating
     approximately $1.35 million related to the license agreement.

          As a result of the Offer and the Proposed Merger, Jones would
     acquire the license agreement and the other product lines of Maxwell, and
     Jones currently intends to incorporate the product offerings of Maxwell,
     including the products offered under the license agreement, into the
     product offerings of Jones. After consummation of the Offer and the
     Proposed Merger, Jones would acquire all revenues generated by Maxwell in
     respect of the Maxwell products licensed under the license agreement and,
     while Jones has not made a decision in this regard, it is possible that
     Jones would cause the license agreement to be canceled."


Item 11. Additional Information.

     Jones and Purchaser acknowledge that the forward looking statements made
in connection with the Offer have not been, and are not, entitled to the
benefit of the safe harbor protections set forth in the Private Securities
Litigation Reform Act of 1995.

Item 14. Certain Conditions to the Offer.

     Certain conditions of the Offer set forth in the Offer to Purchase refer
to determinations to be made by Purchaser in its "sole discretion" or "sole
judgment". If Purchaser asserts, waives or deems satisfied any condition based
on a determination made in its sole discretion or sole judgment and not made
on a reasonable basis in light of publicly known events, facts or
circumstances, Purchaser will extend the Offer for at least five business days
from the date Purchaser asserts, waives or deems satisfied such condition.





                                   SIGNATURE

     After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of April 7, 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