SC TO-T/A

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                  SCHEDULE TO

                              (AMENDMENT NO. 14)

           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 5.  PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS;
ITEM 6.  PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

     On June 16, 2004, Jones announced that it is in negotiations with Maxwell
regarding a definitive agreement for Jones' acquisition of Maxwell on the
basis of a price of $23.25 per share in cash. The text of the press release
issued by Jones on June 16, 2004 is filed as Exhibit (a)(5)(N) hereto and is
incorporated by reference.

ITEM 12. EXHIBITS.

     (a)(5)(N) Press release issued by Jones Apparel Group, Inc. on June 16,
2004.








                                   SIGNATURE


     After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of June 16, 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)(N) Press release issued by Jones Apparel Group, Inc. on June 16, 2004.

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

                                                              Exhibit (a)(5)(N)
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 AND MAXWELL SHOE DISCUSSING A MERGER AGREEMENT ON THE BASIS OF A
                            $23.25 PER SHARE PRICE

NEW YORK, NEW YORK - June 16, 2004 - Jones Apparel Group, Inc. ("Jones")
(NYSE:JNY) today announced that it is in negotiations with Maxwell Shoe
Company Inc. ("Maxwell") (Nasdaq: MAXS) regarding a definitive agreement for
Jones' acquisition of Maxwell on the basis of a price of $23.25 per share in
cash. The transaction remains subject to the successful negotiation of a
definitive merger agreement and the approval of the Maxwell board of
directors.

There can be no assurance that further discussions or negotiations will lead
to an acceptable merger agreement between Jones and Maxwell or that the
proposed transaction will be consummated. In the event that a definitive
merger agreement is not entered into, Jones' offer will be terminated unless
Jones has received sufficient consents from Maxwell's stockholders to replace
the Maxwell board of directors on or before this Friday, June 18, 2004, which
is the last business day prior to the termination of Jones' consent
solicitation.

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
first supplement to the tender offer statement filed on May 26, 2004,
regarding the tender offer by MSC Acquisition Corp. ("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.