<PAGE>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                 ------------

                                   FORM 10-Q

(Mark One)
[X]  Annual Report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
     For the quarterly period ended April 30, 1999
                                      or
[_]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
     For the transition period from ___________________to___________________


                         Commission File Number 0-24026
                           MAXWELL SHOE COMPANY INC.
            (Exact name of registrant as specified in its charter)

          Delaware                                              04-2599205
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                            Identification Number)

     101 Sprague Street
          PO Box 37
    Hyde Park (Boston), MA                                       02137-0037
(Address of principal executive offices)                         (Zip code)

                                 (617) 364-5090
              (Registrant's telephone number, including area code)
                                     None
--------------------------------------------------------------------------------
             (Former name, former address and former fiscal year,
                        if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.     Yes [X]   No [_]


                     APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Shares of common stock outstanding at June 11, 1999:

                          Class A      8,795,899
                                  --------------------
                          Class B         None
                                  --------------------

================================================================================
<PAGE>

                       PART I.     FINANCIAL INFORMATION

Item 1.  Financial Statements
-------

                           MAXWELL SHOE COMPANY INC.
                                BALANCE SHEETS
                           (Unaudited-In Thousands)



<TABLE>
<CAPTION>
                                                                            April 30,              October 31,
                                 ASSETS                                       1999                    1998
                                                                        --------------          --------------
<S>                                                                     <C>                     <C>
Current assets:
   Cash and cash equivalents............................................  $     24,196            $     18,731
   Accounts receivable, trade (net of allowance for doubtful
       accounts and discounts of $634 in 1999, $581 in 1998)............        33,224                  35,655
   Inventory, net.......................................................        20,834                  22,928
   Prepaid expenses.....................................................           711                     430
   Prepaid income taxes.................................................             0                   1,177
   Deferred income taxes................................................         1,064                   1,074
                                                                          ------------            ------------
Total current assets....................................................        80,029                  79,995
Property and equipment, net.............................................         6,613                   6,231
Trademarks..............................................................         4,584                   4,767
Other assets............................................................            12                      12
                                                                          ------------            ------------
                                                                          $     91,238            $     91,005
                                                                          ============            ============

                          LIABILITIES AND
                        STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable.....................................................  $      3,182            $      3,824
   Accrued expenses.....................................................         2,198                   5,938
   Deferred income taxes................................................           434                     306
   Current portion of capital lease obligation..........................           125                     125
                                                                          ------------            ------------
Total current liabilities...............................................         5,939                  10,193
Capital lease obligation................................................           157                     220
Long-term deferred income taxes.........................................         1,283                   1,283
Stockholders' equity:
   Preferred stock, par value $.01, 1,000 shares
       authorized, none outstanding.....................................             0                       0
   Class A common stock, par value $.01, 20,000 shares authorized,
       8,796 outstanding in 1999, (8,794 outstanding in 1998)...........            88                      88
   Additional paid-in capital...........................................        43,027                  43,015
   Deferred compensation................................................          (275)                   (306)
   Retained earnings....................................................        41,019                  36,512
                                                                          ------------            ------------
Total stockholders' equity..............................................        83,859                  79,309
                                                                          ------------            ------------
                                                                          $     91,238            $     91,005
                                                                          ============            ============
</TABLE>

                                       2
<PAGE>

                           MAXWELL SHOE COMPANY INC.
                              STATEMENTS OF INCOME
                (Unaudited-In Thousands Except Per Share Amounts)



<TABLE>
<CAPTION>
                                                     Three Months Ended                          Six Months Ended
                                                          April 30,                                 April 30,
                                             --------------------------------          ---------------------------------
                                                   1999               1998                   1999                1998
                                             -------------      -------------          --------------      -------------
<S>                                          <C>                <C>                    <C>                 <C>
Net sales....................................  $    36,247        $    39,786            $     72,153        $    76,114
Cost of sales................................       25,709             28,862                  52,169             55,353
                                               -----------        -----------            ------------        -----------
Gross profit.................................       10,538             10,924                  19,984             20,761
Operating expenses:
 Selling.....................................        2,734              2,647                   4,959              5,093
 General and administrative..................        4,051              3,765                   7,784              7,499
                                               -----------        -----------            ------------        -----------
                                                     6,785              6,412                  12,743             12,592
                                               -----------        -----------            ------------        -----------
Operating income.............................        3,753              4,512                   7,241              8,169
Other expenses (income)
 Interest....................................            7                  9                      13                 21
 Amortization of Trademarks..................           91                 92                     183                183
 Other, net..................................         (240)               (52)                   (465)               (95)
                                               -----------        -----------            ------------        -----------
                                                      (142)                49                    (269)               109
                                               -----------        -----------            ------------        -----------
Income before income taxes...................        3,895              4,463                   7,510              8,060
Income taxes.................................        1,558              1,318                   3,003              2,685
                                               -----------        -----------            ------------        -----------
Net income...................................  $     2,337        $     3,145            $      4,507        $     5,375
                                               ===========        ===========            ============        ===========

Net income per share
 Basic.......................................         $.27               $.41                    $.51               $.70
 Diluted.....................................         $.25               $.35                    $.47               $.61

Shares used to compute net
income per share:
 Basic.......................................        8,796              7,675                   8,795              7,632
 Diluted.....................................        9,461              8,882                   9,504              8,788
</TABLE>

                                       3
<PAGE>

                           MAXWELL SHOE COMPANY INC.
                            STATEMENTS OF CASH FLOW
                            (Unaudited-In Thousands)



<TABLE>
<CAPTION>
                                                                                    Six Months Ended
                                                                                        April 30,
                                                                        --------------------------------------
                                                                              1999                    1998
                                                                        --------------          --------------
<S>                                                                     <C>                     <C>
Operating activities
Net income..............................................................  $      4,507            $      5,375
Adjustments to reconcile net income to net cash provided
(used) by operating activities
   Depreciation and amortization........................................           898                     533
   Deferred income taxes................................................           138                     282
   Doubtful accounts provision..........................................            54                      62
   Changes in operating assets and liabilities:
       Accounts receivable..............................................         2,377                  (1,090)
       Inventory........................................................         2,094                     799
       Prepaid expenses.................................................          (250)                 (1,560)
       Other assets.....................................................             0                      (2)
       Accounts payable.................................................          (642)                    478
       Prepaid income taxes.............................................         1,177                       0
       Accrued expenses.................................................        (3,740)                    537
                                                                          ------------            ------------
Net cash provided by operating activities...............................         6,613                   5,414

Investing activities
Purchases of property and equipment.....................................        (1,097)                 (3,583)
                                                                          ------------            ------------
Net cash used by investing activities...................................        (1,097)                 (3,583)

Financing activities
Sale of common stock proceeds...........................................            12                  13,237
Stock option proceeds...................................................             0                   1,239
Payments on capital lease obligations...................................           (63)                    (62)
                                                                          ------------            ------------
Net cash (used) provided by financing activities........................           (51)                 14,414
                                                                          ------------            ------------
Net increase in cash and cash equivalents...............................         5,465                  16,245
Cash and cash equivalents at beginning of year..........................        18,731                   3,129
                                                                          ------------            ------------
Cash and cash equivalents at end of quarter                               $     24,196            $     19,374
                                                                          ============            ============
Interest paid...........................................................  $         13            $         21
                                                                          ============            ============
Income taxes paid.......................................................  $      1,072            $      4,027
                                                                          ============            ============
</TABLE>

                                       4
<PAGE>

                           MAXWELL SHOE COMPANY INC.
                         NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)
                                 April 30, 1999

1.   Basis of Presentation

     The accompanying unaudited financial statements of Maxwell Shoe Company
     Inc. (the "Company") have been prepared in accordance with generally
     accepted accounting principles for interim financial information and with
     the instructions to Form 10-Q and Article 10 of Regulation S-X.
     Accordingly, they do not include all of the information and footnotes
     required by generally accepted accounting principles for complete financial
     statements. In the opinion of management, all adjustments, consisting only
     of normal recurring adjustments, considered necessary for a fair
     presentation have been included. The results of the interim periods
     presented herein are not necessarily indicative of the results to be
     expected for any other interim period or the full year. These financial
     statements should be read in conjunction with the financial statements and
     notes thereto included in the Company's 10-K Annual Report for the fiscal
     year ended October 31, 1998.

2.   Net Income Per Share

     Basic income per share is computed based on the weighted average number of
     common shares outstanding during the period. Diluted income per share is
     computed based on basic shares outstanding increased by incremental shares
     assumed issued for dilutive common stock equivalents in the form of stock
     options.

3.   Accountings Pronouncements

     Effective November 1, 1998, the Company adopted Statement No. 130,
     "Reporting Comprehensive Income" (FAS 130) and Statement No. 131,
     "Disclosure About Segments of an Enterprise and Related Information" (FAS
     131).  FAS 130 establishes standards for reporting and displaying
     comprehensive income and its components.  Total comprehensive income is
     equal to net income for all periods presented.  FAS 131 establishes
     standards for public companies to report information about operating
     segments in financial statements, and supersedes FAS 14, "Financial
     Reporting for Segments of a Business Enterprise," but retains the
     requirements to report information about major customers.

     In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
     Instruments and Hedging Activities" (FAS 133), which provides for
     accounting of foreign exchange contracts.  This Statement is effective for
     the Company in fiscal 2000 and is not expected to have a material impact on
     the Company's financial statements based on current and expected levels of
     foreign exchange activity.

                                       5
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial
-------
         Condition and Results of Operations


Results of Operations

The following table sets forth net sales by product line or category of
business:

<TABLE>
<CAPTION>
                                            Three Months Ended April 30,
                                     ---------------------------------------------
                                            1999                     1998
                                     --------------------     --------------------
                                                     ($ Millions)
          <S>                         <C>        <C>          <C>        <C>
          Mootsies Tootsies........    $16.9       46.7%        $20.8       52.2%
          Jones New York Footwear..     10.5       29.0           9.8       24.8
          Sam & Libby..............      5.0       13.8           4.1       10.2
          Private Label Footwear...      3.5        9.7           4.4       11.1
          Closeout.................       .3         .8            .7        1.7
                                       -----      -----         -----       -----
                                       $36.2      100.0%        $39.8       100.0%
                                       =====      =====         =====       =====
</TABLE>

<TABLE>
<CAPTION>
                                                Six Months Ended April 30,
                                       ---------------------------------------------
                                              1999                     1998
                                       --------------------     --------------------
                                                     ($ Millions)
          <S>                          <C>        <C>          <C>        <C>
          Mootsies Tootsies........      $31.8       44.0%        $36.7        48.2%
          Jones New York Footwear..       19.7       27.3          19.2        25.2
          Sam & Libby..............       10.0       13.9           7.4         9.7
          Private Label Footwear...        9.8       13.6          11.1        14.6
          Closeout.................         .9        1.2           1.7         2.3
                                         -----      -----         -----       -----
                                         $72.2      100.0%        $76.1       100.0%
                                         =====      =====         =====       =====
</TABLE>
Three Months Ended April 30, 1999 Compared to Three Months Ended April 30, 1998

Net sales were $36.2 million for the three months ended April 30, 1999 compared
to $39.8 million for the same period in the prior year, a decrease of 9.0%.  The
net sales decrease was due to an 18.8% decrease in net sales of Mootsies
Tootsies footwear, offset by a 7.1% increase in net sales of Jones New York
footwear, and a 22.0% increase in net sales of Sam & Libby footwear.

Gross profit in the second quarter of fiscal 1999 was $10.5 million compared to
$10.9 million in the second quarter of fiscal 1998, or 29.1% of net sales as
compared to 27.5% for the same quarter in 1998.  The increase in gross margin
percentage for the second quarter of fiscal 1999 was due to a increased
proportion of net sales from branded footwear which carry a higher gross margin.

Selling, general and administrative expenses increased $.4 million during the
second quarter of fiscal 1999 due to increased depreciation expense as a result
of the infrastructure improvements in fiscal year 1998.  As a percent of net
sales, selling, general and administrative expense for the second quarter of
fiscal 1999 was 18.7% compared to 16.1% in the same period in 1998.

Other income was $142,000 for the three months ended April 30, 1999 compared to
other expense of $149,000 for the same period in the prior year.  In 1999, the
Company's improved cash position resulted in an increase in interest income.

                                       6
<PAGE>

Six Months Ended April 30, 1999 Compared to Six Months ended April 30, 1998

Net sales were $72.2 million for the six months ended April 30, 1999 compared to
$76.1 million for the same period in the prior year, a decrease of 5.2%.  The
net sales decrease was due to an 13.4% decrease in net sales of Mootsies
Tootsies footwear, a 2.6% increase in net sales of Jones New York footwear and
an 35.1% increase in net sales of Sam & Libby footwear.

Gross profit in the first six months of fiscal 1999 was $20.0 million as
compared to $20.8 million in the first six months of fiscal 1998, or 27.7% of
net sales as compared to 27.3% for the same period in 1998.

Selling, general and administrative expenses increased slightly during the first
six months of fiscal 1999.

The Company has accrued an anticipated effective annual income tax rate of 40%
for fiscal year 1999, as compared to 33% (29% for the second fiscal quarter) for
fiscal year 1998.  The effective tax rate for 1998 and the second fiscal quarter
tax rate reflected a $.9 million tax benefit from the exercise of employee stock
options.  The benefit resulted from the realization of a portion of a deferred
tax asset previously recorded and fully reserved in connection with the granting
of the options in 1994.

At April 30, 1999 and 1998, the Company had unfilled customer orders (backlog)
of $67.9 million and $74.4 million respectively, an decrease of 8.7%.  The
backlog at a particular time is affected by a number of factors, including
seasonality and the scheduling of manufacturing and shipment of products.
Orders generally may be canceled by customers without financial penalty.
Accordingly, a comparison of backlog from period to period is not necessarily
meaningful and may not be indicative of eventual actual shipments to customers.
The Company expects that substantially all of its backlog at April 30, 1999 will
be shipped within six months from such date.

On June 10, 1999, the Company signed a definitive agreement under which the
Company sold to Jones Apparel Group, Inc. the Company's license to manufacture
and distribute Jones New York footwear. In consideration of the sale of the
license and certain other assets, the Company will receive a cash payment of
$25.0 million. The Company will continue to ship Jones New York footwear until
the closing date planned for the early part of July 1999. Subsequent to the
closing, the Company will liquidate the remaining inventory.

Liquidity and Capital Resources

The Company has relied upon internally generated cash flows from operations, and
financing activities from the proceeds of the sale of stock, stock options, and
borrowings under its revolving credit facility to finance its operations and
expansion.  Net cash provided by operating activities totaled approximately $6.6
million in the six month period ended April 30, 1999, as compared to net cash
used of $5.4 million for the same period in 1998.  The increase in cash provided
by operations in the first six months of fiscal 1999 was caused by a reduction
of receivables and inventory.  Working capital was $74.1 million at April 30,
1999 as compared to $69.8 million at October 31, 1998.  The increase is due
primarily to the increase in cash and a reduction in accrued expenses.  Working
capital may vary from time to time as a result of seasonal requirements, the
timing of early factory shipments and the Company's in-stock position, which
requires increased inventories, and the timing of accounts receivable
collections.

The Company currently has in place with a financial institution a $35.0 million
discretionary demand credit facility in favor of the Company.  A portion of the
revolving credit facility can be utilized to issue letters of credit to
guarantee payment of the Company's purchases of footwear manufactured overseas.
As of April 30, 1999, total outstanding letters of credit were $12.6 million,
and $22.4 million was available for future borrowings.

                                       7
<PAGE>

Capital expenditures were $1.1 million for the six months ended April 30, 1999.
The Company is in the process of installing new software for the Company's
computer needs.  The estimated total cost of capital expenditures for these
projects in fiscal 1999 is $2.0 million.  The Company is dependent upon complex
computer systems for certain phases of its operations, including sales,
distribution and delivery.  Since many of the Company's older computer software
programs recognize only the last two digits of the year in any date (e.g., "97"
for "1997"), some software may recognize a date using "00" as the year 1900
rather than the year 2000 and fail to operate properly in 1999 or 2000 if the
software is not reprogrammed or replaced (the "Year 2000 Problem").  This could
result in system failures or miscalculations leading to disruptions in the
Company's operations, including, among other things, a temporary inability to
process transactions, receive inventory from suppliers, ship inventory to
customers, or engage in similar business activities.  The Company believes that
many of its customers and suppliers also have Year 2000 Problems which could
adversely affect the Company.  One area in which customers' Year 2000 Problems
could adversely impact the Company and its operations relates to electronically
received orders for the Company's products through Electronic Data Interchange
(EDI).  Significant customers and suppliers have been identified and the Company
has opened communication with them in regards to the Year 2000 Problem.
Correspondence has been sent to all significant customers and suppliers and the
Company has been told by a large majority that they expect to be Year 2000
compliant prior to the development of material Year 2000 Problems.  The Company
plans to perform follow-up inquiries with these significant customers and
suppliers.  In the event some customers and suppliers are not Year 2000
compliant, the Company's contingency plan includes utilization of existing
manual order receiving capabilities and increasing inventory.  The Company
currently receives approximately 15-20% of orders for its products through EDI.
The Company intends to spend up to $1.0 million in fiscal 1999 to upgrade its
computer systems and address the Year 2000 Problem.  The Company plans to fund
this expenditure with current cash resources or equipment financing
arrangements.  It is not possible at present to quantify the financial effect of
the Year 2000 Problem if it is not timely resolved.  Although, the Company
presently believes that the cost of fixing the Year 2000 Problem will not have a
material effect on the Company's financial condition or results of operations,
expectations about future year 2000-related costs are subject to various
uncertainties that could cause the actual results to differ materially from the
Company's expectations, including the success of the Company in identifying
systems and programs that are not Year 2000 ready, the nature and amount of
programming required to upgrade or replace each of the affected programs, the
availability, rate and magnitude of related labor and consulting costs and the
success of the Company's business partners, vendors and clients in addressing
the Year 2000 issue.

Although the Company anticipates that by September 1999 no material business
disruption will occur as a result of the Year 2000 issue, the Year 2000 issue is
unique and the failure to correct a material Year 2000 issue could result in an
interruption, or a failure of, certain normal business activities or operations,
such as loss of communications with store locations, inability to process
transactions, inability for malls to operate, and the disruption of the supply
of product and distribution channel.  Such failures could materially and
adversely affect the Company's results of operations, liquidity and financial
condition.  Due to general uncertainty inherent in the Year 2000 Problem,
resulting from the uncertainty of the Year 2000 readiness of third parties, the
Company is unable to determine at this time whether the consequences of Year
2000 failures will have a material impact on the Company's results of
operations, liquidity or financial condition.  The Company's Year 2000 Plan is
expected to significantly reduce the Company's level of uncertainty about the
Year 2000 issue and the readiness of its material third parties.  The Company
believes that with the completion of the Plan as scheduled, the possibility of
significant interruptions of normal operations should be reduced.

The Company from time to time enters into forward exchange contracts in
anticipation of future purchases of inventory denominated in foreign currency,
principally the Spanish peseta.  As of April 30, 1999 the Company did not have
any forward exchange contracts.

                                       8
<PAGE>

The Company anticipates that it will be able to satisfy its cash requirements
for the remainder of fiscal 1999, including its expected growth, primarily with
cash flow from operations.

Certain statements contained in this Form 10-Q regard matters that are not
historical facts and are forward looking statements (as such term is defined in
the rules promulgated pursuant to the Securities Act of 1933, as amended (the
"Securities Act")).  Because such forward looking statements include risks and
uncertainties, actual results may differ materially from those expressed in or
implied by such forward looking statements.  Factors that could cause actual
results to differ materially include, but are not limited to; changing consumer
preference, competition from other footwear manufacturers, loss of key
employees, general economic conditions and adverse factors impacting the retail
footwear industry, and the inability by the Company to source its products due
to political or economic factors or the imposition of trade or duty
restrictions.  The Company undertakes no obligation to release publicly the
results of any revisions to these forward looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.

                                       9
<PAGE>

PART II.   OTHER INFORMATION


Item 1:  Legal Proceedings.
------

          None.

Item 2:  Changes in Securities.
-------

          None.

Item 3:  Defaults Upon Senior Securities.
------

          None.

Item 4:  Submission of Matters to a Vote of Security Holders.
------


(a)  The Company's Annual Meeting of Stockholders was held on April 8, 1999.

(b)  The following directors were elected to serve until the 2000 Annual Meeting
     of Stockholders or until their successors have been duly elected and
     qualified.  Of the 8,795,899 shares of Class A common stock, the directors
     were elected by the following votes:

<TABLE>
<CAPTION>
                                                  Number of Votes Received
                                          ---------------------------------------
                                                                    Withheld
                 Name                            For                Authority
     ------------------------------       -----------------     -----------------
     <S>                                  <C>                   <C>
     Mark J. Cocozza                          6,682,966                -
     James J. Tinagero                        6,682,966                -
     Maxwell V. Blum                          6,682,466                -
     Stephen A. Fine                          6,697,866                -
     Jonathan K. Layne                        6,697,866                -
     Malcolm L. Sherman                       6,682,966                -
</TABLE>

(c)  An amendment to the Company's Certificate of Incorporation to eliminate the
     authorization for the issuance of Class B Common Stock was approved by the
     stockholders by the following votes:

<TABLE>
<CAPTION>
                                                                Class A Votes
                                                              -----------------
     <S>                                                      <C>
     Votes For                                                    7,923,016
     Votes Against                                                   29,112
     Votes Abstaining                                                 6,659
</TABLE>


                                       10
<PAGE>

Item 5:  Other Information.
-------

          None.


Item 6:  Exhibits.
------

         (a)  Exhibits

              Exhibit 3.2 - Bylaws of Maxwell Shoe Company Inc.,
              amended March 29, 1999


              Exhibit 99  - Press release dated June 11, 1999

         (b)  There were no reports on Form 8-K during the three months ended
              April 30, 1999.


                                   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 thereunto duly authorized.

                                       Maxwell Shoe Company Inc.


Date:  June 11, 1999                   By:        /s/ Richard J. Bakos
                                          -------------------------------------
                                                   Richard J. Bakos
                                              Vice President, Finance and
                                                Chief Financial Officer

                                       11
<PAGE>

                                 EXHIBIT INDEX

Exhibit Number                Description                                  Page
--------------                ------------                                 ----
     3.2       Bylaws of Maxwell Shoe Company Inc., amended March 29, 1999

     99        Press release dated June 11, 1999

                                       12