Prepared by R.R. Donnelley Financial -- Schedule 13D Amendment No.5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Maxwell Shoe Company Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

577766108

(CUSIP Number)

Mark J. Cocozza, Maxwell Shoe Company Inc.

101 Sprague Street, P.O. Box 37, Readville (Boston), MA 02137 (617) 364-5090

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 24, 2002

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this schedule 13D, and is filing this schedule because of §§ 240.13d-1(3), 240.13d-1(f) or 240.13d-1(g),check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Page 1 of 6 Pages)

13D/A


CUSIP No. 577766108		Page 2 of 6 Pages


1 Name Of Reporting Person I.R.S. Identification Nos. Of Above Persons (Entities Only) Mark J. Cocozza


2 Check The Appropriate Box If A Member Of A Group*		(a) ¨ (b) x


3 SEC Use Only

4 Source of Funds (See Instructions) PF


5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨


6 Citizenship or Place of Organization United States


Number of Shares Beneficially Owned by Each Reporting Person With		7 Sole Voting Power 755,017
		8 Shared Voting Power 0
		9 Sole Dispositive Power 755,017
		10 Shared Dispositive Power 0


11 Aggregate Amount Beneficially Owned by Each Reporting Person 755,017


12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨


13 Percent of Class Represented by Amount in Row (11) 4.92%


14 Type of Reporting Person (See Instructions) IN

(Page 3 of 6 Pages)

Explanatory Note

This Amendment No. 5 is filed by the Reporting Person to amend the Schedule 13D originally filed on December 2, 1994, which was amended on May 6, 1998, February 28, 2001, February 28, 2002 and April 30, 2002, relating to the Class A Common Stock, $.01 par value per share (“Common Stock”), of Maxwell Shoe Company Inc. (the “Issuer”). This Amendment is filed for the purpose of reporting a material decrease in the percentage of the class beneficially owned.

ITEM 1. SECURITY AND ISSUER

Class A Common Stock, $.01 par value

Maxwell Shoe Company Inc.

101 Sprague Street

P.O. Box 37

Readville (Boston), MA 02137

ITEM 2. IDENTITY AND BACKGROUND

(a)

Mark J. Cocozza

(b)

101 Sprague Street

P.O. Box 37

Readville (Boston), MA 02137

(c)

Chairman and Chief Executive Officer

Maxwell Shoe Company Inc.

101 Sprague Street

P.O. Box 37

Readville (Boston), MA 02137

(d)

(e)

(f)

United States

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Mr. Cocozza used personal funds in connection with the exercise of options to purchase shares of Common Stock and subsequently sold such shares of Common Stock in public market transactions.

ITEM 4. PURPOSE OF TRANSACTION

Mr. Cocozza exercised certain options to purchase shares of Common Stock and subsequently sold such shares of Common Stock in public market transactions in order to liquidate a portion of his beneficial ownership in the Issuer and allow for greater diversification of his personal investment holdings.

From time to time, Mr. Cocozza plans to exercise options to purchase shares of Common Stock and sell such shares of Common Stock in public market transactions.

(Page 4 of 6 Page)

ITEM 5. INTEREST IN SECURITIES OF ISSUER

(a) Aggregate number of shares beneficially owned by Mr. Cocozza: 755,017 (285,268 shares pursuant to options to acquire such shares granted under the Stock Option and Registration Rights Agreement, dated as of January 26, 1994, by and between the Issuer and Mr. Cocozza (the “Option Agreement”) and 469,749 shares pursuant to options to acquire such shares granted under the Issuer’s 1994 Stock Incentive Plan).

Percentage of class: 4.92%

(b) All shares listed in response to (a) above are beneficially owned through the potential exercise of options to purchase shares of Common Stock. Upon exercise, Mr. Cocozza will own such shares of Common Stock with sole power to vote and sole power to dispose of or to direct the dispositionof such shares.

(c) During the past 60 days, Mr. Cocozza sold an aggregate of 114,000 shares of Common Stock in open-market transactions for cash as more fully described in the table below.

Date of Transaction	Amount of Securities Involved	Net Price Per Share*
June 5, 2002	1,500 shares of Common Stock	$13.5200
June 4, 2002	2,500 shares of Common Stock	$13.4500
June 3, 2002	6,000 shares of Common Stock	$13.5267
May 31, 2002	6,000 shares of Common Stock	$13.5067
May 30, 2002	6,000 shares of Common Stock	$13.5033
May 29, 2002	6,000 shares of Common Stock	$13.4900
May 28, 2002	6,000 shares of Common Stock	$13.5367
May 24, 2002	12,000 shares of Common Stock	$13.5100
May 23, 2002	6,000 shares of Common Stock	$13.5333
May 22, 2002	10,000 shares of Common Stock	$13.5400
May 21, 2002	6,000 shares of Common Stock	$13.3300
May 20, 2002	6,000 shares of Common Stock	$13.3400
April 30, 2002	8,000 shares of Common Stock	$19.7050
April 29, 2002	8,000 shares of Common Stock	$19.7250
April 26, 2002	12,000 shares of Common Stock	$19.8500
April 25, 2002	4,000 shares of Common Stock	$19.2500
April 24, 2002	8,000 shares of Common Stock	$19.7025

Net Price Per Share excludes brokerage commissions and other costs of execution of the transaction.

(d) Not applicable.

(e) Not applicable.

(Page 5 of 6 Pages)

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO THE SECURITIES OF THE ISSUER

Mr. Cocozza and the Issuer entered into the Option Agreement (filed herewith as Exhibit 1) pursuant to which the Issuer granted Mr. Cocozza options to purchase shares of Common Stock on or after January 26, 1995. Such options are currently exercisable and entitle Mr. Cocozza to purchase up to 285,268 shares of Common Stock at an exercise price of $1.00 per share. Mr. Cocozza and the Issuer also entered into six Employee Nonqualified Stock Option Agreements (filed herewith as Exhibits 2, 3, 4, 5, 6, and 7) pursuant to the terms of the Issuer’s 1994 Stock Incentive Plan granting options to purchase an aggregate of 937,500 shares of Common Stock. Of such 937,500 options, 469,749 are either currently exercisable or exercisable within 60 days of the date of this filing and entitle Mr. Cocozza to purchase shares of Common Stock at various exercise prices.

ITEM 7. EXHIBITS

The following agreements or plans are filed as exhibits to this Amendment No. 5 to Schedule 13D:

Exhibit 1. Stock Option and Registration Rights Agreement dated as of January 26, 1994, by and between the Issuer and Mark J. Cocozza (incorporated by reference to exhibit 10.15 to the Issuer’s Form S-1 Registration Statement (File No. 33-74768) filed on February 2, 1994).

Exhibit 2. Maxwell Shoe Company Inc. Employee Nonqualified Stock Option Agreement, dated December 12, 1994, by and between the Issuer and Mark J. Cocozza (incorporated by reference to exhibit 2 to Schedule 13D/A (File No. 005-43801) filed on February 28, 2001).

Exhibit 3. Maxwell Shoe Company Inc. Employee Nonqualified Stock Option Agreement, dated January 19, 1996, by and between the Issuer and Mark J. Cocozza (incorporated by reference to exhibit 3 to Schedule 13D/A (File No. 005-43801) filed on February 28, 2001).

Exhibit 4. Maxwell Shoe Company Inc. Employee Nonqualified Stock Option Agreement, dated April 27, 1998, by and between the Issuer and Mark J. Cocozza (incorporated by reference to exhibit 4 to Schedule 13D/A (File No. 005-43801) filed on February 28, 2001).

Exhibit 5. Maxwell Shoe Company Inc. Employee Nonqualified Stock Option Agreement, dated June 24, 1999, by and between the Issuer and Mark J. Cocozza (incorporated by reference to exhibit 5 to Schedule 13D/A (File No. 005-43801) filed on February 28, 2001).

Exhibit 6. Maxwell Shoe Company Inc. Employee Nonqualified Stock Option Agreement, dated August 30, 2000, by and between the Issuer and Mark J. Cocozza (incorporated by reference to exhibit 6 to Schedule 13D/A (File No. 005-46814) filed on February 28, 2002).

Exhibit 7. Maxwell Shoe Company Inc. Employee Nonqualified Stock Option Agreement, dated August 30, 2000, by and between the Issuer and Mark J. Cocozza (incorporated by reference to exhibit 7 to Schedule 13D/A (File No. 005-46814) filed February 28, 2002).

Exhibit 8. Maxwell Shoe Company Inc. 1994 Stock Incentive Plan (incorporated by reference to exhibit 4.1 to the Issuer’s Form S-8 Registration Statement (File No. 333-54244) filed on January 24, 2001).

(Page 6 of 6 Page)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


By:		/s/ MARK J. COCOZZA
		Mark J. Cocozza Chairman of the Board and Chief Executive Officer

Dated: July 1, 2002