UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 or 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported) April 8, 2004

~~Date~~Maxwell ofShoe ~~report~~Company ~~(Date~~Inc. ~~of earliest event reported): September 8, 2003~~

MAXWELL SHOE COMPANY INC.

(Exact name of registrant as specified in its charter)

Delaware	040-~~2599205~~24026	04-2599205
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
101 Sprague Street PO Box 37 Hyde Park (Boston), MA	02137-0037
(Address of principal executive offices)	(Zip code)

(617) 364-5090

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, ~~former~~or ~~address and~~ former ~~fiscal year~~address, if changed since last report.)

~~ITEM~~Item 79. ~~FINANCIAL~~ ~~STATEMENTS,~~Regulation ~~PRO~~FD ~~FORMA~~Disclosure ~~FINANCIAL STATEMENTS AND EXHIBITS~~

On April 8, 2004, Maxwell Shoe Company Inc. (cthe “Company”) ~~Exhibits~~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.

Exhibit No.		Description
99.1		Press Release issued September 8, 2003

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On September 8, 2003, Maxwell Shoe Company Inc. (the “Company”) issued a press release discussing its results of operations and financial condition for the third quarter 2003.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Current Report, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

SIGNATURES

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

EXHIBIT INDEX

Exhibit No.		Description
ExhibitNumber		Description
99.1		~~Press~~Text ~~Release~~of press release issued ~~September~~by Maxwell Shoe Company Inc., dated April 8, ~~2003~~2004

MAXWELL SHOE COMPANY INC.

MAXWELL SHOE COMPANY INC. (Registrant)

Date: September 15, 2003

/s/ RICHARD J. BAKOS

Date April 8, 2004

/s/ Mark J. Cocozza

Richard J. Bakos Vice President, Finance and Chief Financial Officer

Mark J. Cocozza Chairman and Chief Executive Officer

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