SC TO-T/A

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                  SCHEDULE TO

                              (Amendment No. 17)

           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 $55.50 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 "First Supplement"), the Second Supplement thereto dated
June 21, 2002 (the "Second Supplement") and in the related revised Letter of
Transmittal (which, together with any supplements or amendments, collectively
constitute the "Offer"). 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.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS; ITEM 8. INTEREST
IN SECURITIES OF MAXWELL.

          The initial offering period of the Offer expired at 5:00 p.m. New
York City time on Tuesday, July 6, 2004. Jones' preliminary calculations
indicate that approximately 13.9 million Shares had been validly tendered and
not withdrawn as of the Expiration Date, representing approximately 93.4% of
the outstanding Shares. Preliminary calculations include 305,411 Shares with
respect to which Notices of Guaranteed Delivery were submitted. Purchaser has
accepted for payment all the Shares that were validly tendered and not
withdrawn as of the Expiration Date.

ITEM 12. EXHIBITS.

     (a)(5)(P)    Press release issued by Jones Apparel Group, Inc. on July 7,
                  2004.





                                   SIGNATURE


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






EXHIBIT INDEX


EXHIBIT NO.                DESCRIPTION

(a)(5)(P)         Press release issued by Jones Apparel Group, Inc. on
                  July 7, 2004.

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

                                                             Exhibit (a)(5)(P)

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 ANNOUNCES SUCCESSFUL COMPLETION OF
                         TENDER OFFER FOR MAXWELL SHOE

NEW YORK, NEW YORK - July 7, 2004 - Jones Apparel Group, Inc. ("Jones")
(NYSE:JNY) announced that it successfully completed its cash tender offer for
all the outstanding shares of common stock, together with the associated
preferred stock purchase rights, of Maxwell Shoe Company Inc. ("Maxwell")
(Nasdaq: MAXS). Approximately 13.9 million shares of Maxwell common stock were
tendered pursuant to Jones' offer (including 305,411 shares with respect to
which notices of guaranteed delivery were submitted), representing
approximately 93.4% of the issued and outstanding shares of Maxwell common
stock.

Peter Boneparth, Chief Executive Officer of Jones, stated, "The acquisition of
Maxwell Shoe Company is an excellent strategic fit for Jones Apparel. It is a
wonderful complement to our existing footwear business and allows us to
further consolidate the highly recognizable AK Anne Klein brand within our
portfolio. This acquisition will also provide us with the ability to serve a
more diversified target audience with such notable brands as Joan & David,
circa Joan & David, Mootsies Tootsies, and Sam & Libby."

Wesley Card, Chief Operating and Financial Officer, commented, "The
transaction was funded with borrowings under our revolving credit facility and
cash on hand at the closing date. We look forward to updating investors on
this transaction during our previously scheduled second quarter earnings
announcement on Tuesday, July 27, 2004."

Jones' tender offer for Maxwell's shares expired as scheduled at 5:00 p.m.,
New York City time, on Tuesday, July 6, 2004. All validly tendered shares were
accepted for purchase at a price of $23.25 per share, net to the holder in
cash without interest, in accordance with the terms of the tender offer, and
payment for these shares will be made promptly.

Jones intends to complete the acquisition of Maxwell through a merger in which
all Maxwell shares not validly tendered into the tender offer will be
converted into the right to receive $23.25 per share, net to the holder in
cash without interest, subject to applicable appraisal rights. Following the
merger, which is expected to be completed on Thursday, July 8, 2004, Maxwell
will become an indirect wholly-owned subsidiary of Jones. Payment of the
merger consideration will be made following the merger upon proper
presentation of certificates formerly representing Maxwell shares to The Bank
of New York, the paying agent for the merger, together with a properly
completed letter of transmittal. Transmittal materials will be sent to Maxwell
stockholders following the merger. Under applicable law, the proposed merger
is not subject to the approval of the remaining stockholders of Maxwell.

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.





Certain statements herein are "forward-looking statements" made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements represent the Company's expectations or
beliefs concerning future events that involve risks and uncertainties,
including the strength of the economy and the overall level of consumer
spending, the performance of the Company's products within the prevailing
retail environment, and other factors which are set forth in the Company's
2003 Form 10-K and in all filings with the SEC made by the Company subsequent
to the filing of the Form 10-K. The Company does not undertake to publicly
update or revise its forward-looking statements as a result of new
information, future events or otherwise.