Form 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) off the Securities Exchange act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

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1 .Name and Address of Reporting Person* Stadium Capital Partners, L.P. 2483 East Bayshore Road, Suite 202 Palo Alto, CA 94303

2. Issuer Name and Ticker or Trading Symbol Maxwell Shoe Company Inc. (MAXS)

6.Relationship of Reporting Person(s) to Issuer (Check all applicable) ________Director ___XX__10% Owner ________Officer (give title below) ________Other (specify below) ______________________________

3. IRS Identification Number of Reporting Person, if an entity (voluntary)

4.Statement for Month/Day/Year December 2, 2002

5.If Amendment, Date of Original (Month/Year)

7. Individual or Joint/Group Filing (Check Applicable Line) XX Form filed by One Reporting Person ___Form filed by More than One Reporting Person

Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 4)

2.Transaction Date (Month/Day/Year)

3. Transaction Code (Instr. 8)

4.Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 AND 5)

5.Amount of Securities Beneficially Owned at Filing (Instr. 3 and 4)

6.Ownership Form: Direct (D) or Indirect(I) (Instr. 4)

7.Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

11-27-2002

S

13,800

D

11.1181

D

Common Stock

11-29-2002

S

2,800

D

11.20

1,721,650

D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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Table II Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1.Title of Derivative Security (Instr. 4)

2.Conversion or Exercise Price of Derivative Security

3.Transaction Date (Month/ Day/ Year)

4.Transaction Code (Instr. 8)

5.Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6.Date Exercisable and Expiration Date (Month/Day/Year)

7.Title and Amount of Securities Underlying Derivative Security (Inst. 4)

8.Price of Derivative Security (Instr.5)

9. Number of derivative Securities Beneficially Owned at End of Month (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11.Nature of Indirect Beneficial Ownership (Instr. 5)

Code

V

(A)

(D)

Date Exer- cisable

Expira- tion Date

Title

Amount or Number of Shares

Explanation of Responses: Stadium Capital Partners, L.P.

By:Stadium Capital Management, LLC
General Partner

By: Bradley R. Kent, Manager

December 2, 2002
Date

Intentional misstatements or omissions of facts constitute Federal Criminal Violations.See 18 U.S.C. 1001 and 15 U.S.C. 78ff

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.

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