SC TO-T/A

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                  SCHEDULE TO

                              (AMENDMENT NO. 13)

           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 and supplemented, 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 $22.50 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, the Supplement thereto dated
May 26, 2004 (the "Supplement") and in the related revised 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, the
Supplement and the Schedule TO.

ITEM 11.  ADDITIONAL INFORMATION.

         On June 11, 2004, Institutional Shareholder Services recommended that
Maxwell stockholders vote their consent in favor of removing each member of
Maxwell's board of directors and replacing them with the five Jones nominees
pursuant to Jones's consent solicitation. The text of the press release issued
by Jones on June 14, 2004 is filed as Exhibit (a)(5)(M) hereto.

ITEM 12. EXHIBITS.

         (a)(5)(M)      Press release issued by Jones Apparel Group, Inc. on
                        June 14, 2004.





                                   SIGNATURE


         After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of June 14, 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)(M) Press release issued by Jones Apparel Group, Inc. on June 14, 2004.

EX-99.(A)(5)(M)

                                                             Exhibit (a)(5)(M)

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

          ISS RECOMMENDS MAXWELL STOCKHOLDERS REMOVE CURRENT MAXWELL
            BOARD; RECOMMENDS ELECTION OF JONES APPAREL'S NOMINEES

NEW YORK, NEW YORK - June 14, 2004 -Jones Apparel Group, Inc. ("Jones")
(NYSE:JNY) today announced that Institutional Shareholder Services (ISS)
recommended that stockholders of Maxwell Shoe Company Inc. ("Maxwell")
(Nasdaq: MAXS) vote their consent in favor of removing each member of
Maxwell's board of directors and replacing them with the five Jones nominees
pursuant to Jones's consent solicitation.

ISS is recognized as the leading independent proxy advisory firm in the
nation. Its recommendations are relied upon by hundreds of major institutional
investment firms, mutual funds and other fiduciaries throughout the country.

Peter Boneparth, Chief Executive Officer of Jones, stated "We are very pleased
ISS has recommended that Maxwell stockholders grant their consent to our
proposals. As we have stated from the beginning, and as ISS now has confirmed,
we believe that Maxwell's stockholders, the real owners of Maxwell, are
entitled to make a decision on whether or not to accept our offer."

Mr. Boneparth continued, "Our offer will expire on June 21, 2004 and we will
abandon our proposed acquisition unless we have entered into a merger
agreement with Maxwell or have received sufficient consents before June 20,
2004 from Maxwell's stockholders to replace the Maxwell board. We urge Maxwell
stockholders to sign, date and return the GOLD consent card TODAY, voting for
the election of our nominees and removing the current members of Maxwell's
board."

For more information about how to execute and deliver your consent, or if you
have any questions or require any assistance, please contact our consent
solicitor, Innisfree M&A Incorporated, toll-free at 1-888-750-5834.

Jones Apparel Group, Inc. (www.jny.com), a Fortune 500 Company, is a leading
designer and marketer of branded apparel, footwear and accessories. The
Company's nationally recognized brands include Jones New York, Polo Jeans
Company licensed from Polo Ralph Lauren Corporation, 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 LeSuit. The Company also markets costume jewelry under the Tommy
Hilfiger brand licensed from Tommy Hilfiger Corporation and the Givenchy brand
licensed from Givenchy Corporation, and footwear and accessories under the
ESPRIT brand licensed from Esprit Europe, B.V. With over 30 years of service,
the Company has 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") from time to
time, including the tender offer statement filed on March 23, 2004 and the
supplement to the tender offer statement filed on May 26, 2004, regarding the
tender offer by MSC Acquisition Corp., an indirect wholly owned subsidiary of
Jones ("MSC"), for all the outstanding







shares of Class A Common Stock, together with the associated preferred stock
purchase rights, of 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.

Jones filed a definitive consent solicitation statement on April 21, 2004 with
the SEC. Investors and security holders may obtain a free copy of the
definitive consent solicitation statement 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 definitive consent solicitation statement filed
by Jones with the SEC on Schedule 14A on April 21, 2004.