UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 8, 2004

Maxwell Shoe Company Inc.

(Exact name of registrant as specified in its charter)

Delaware

0-24026

04-2599205

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

101 Sprague Street

P.O. Box 37

Readville (Boston), MA

02137

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (617) 364-5090

None

(Former name or former address, if changed since last report.)

Item 9. Regulation FD Disclosure

On April 8, 2004, Maxwell Shoe Company Inc. (the “Company”) issued a press release relating to its 2004 Annual Meeting of Stockholders, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		MAXWELL SHOE COMPANY INC. (Registrant)

Date April 8, 2004		/s/ Mark J. Cocozza
		Mark J. Cocozza Chairman and Chief Executive Officer

EXHIBIT INDEX


Exhibit Number		Description
99.1		Text of press release issued by Maxwell Shoe Company Inc., dated April 8, 2004

MAXWELL SHOE CO INC 8-K