SC TO-T/A

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                  SCHEDULE TO

                               (Amendment No. 6)

           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, as amended, 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 19, 2004, Purchaser extended the Offer until 5:00 p.m., New York
City time on Monday, May 17, 2004, unless further extended. The full text of
the press release issued by Jones on April 19, 2004 announcing the extension
of the Offer is filed as Exhibit (a)(5)(E) hereto and is incorporated by
reference.

ITEM 12. EXHIBITS.

         (a)(5)(E)         Press release issued by Jones Apparel Group, Inc.,
                           dated April 19, 2004.





                                   SIGNATURE

     After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of April 19, 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





EXHIBIT INDEX

Exhibit No.                Description

(a)(5)(E)         Press release issued by Jones Apparel Group, Inc., dated
                  April 19,2004.

EX-99.A5E

                                                             EXHIBIT (a)(5)(E)
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 EXTENDS TENDER OFFER
               FOR MAXWELL SHOE COMPANY INC. UNTIL MAY 17, 2004

NEW YORK, NEW YORK - April 19, 2004 - Jones Apparel Group, Inc. ("Jones")
(NYSE:JNY) today announced that MSC Acquisition Corp., an indirect wholly
owned subsidiary of Jones ("MSC"), has extended its $20.00 per share cash
tender offer 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 offer, which was scheduled to
expire at 12:00 Midnight, April 19, 2004, has been extended until 5:00 p.m.,
New York City time on Monday, May 17, 2004, unless further extended.

As of 12:00 Midnight on April 18, 2004, Maxwell stockholders had tendered and
not withdrawn 236,834 shares pursuant to MSC's tender offer.

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.

                          **************************


                             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 an amended preliminary consent
solicitation statement on April 9, 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 amended preliminary consent solicitation
statement filed by Jones with the SEC on Schedule 14A on April 9, 2004.