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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)/1/
MAXWELL SHOE COMPANY INC.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
577766 10 8
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(CUSIP number)
______________
/1/ 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 the 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)
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CUSIP NO. 577766 10 8 13G Page 2 OF 6 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Maxwell V. Blum
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 5 SOLE VOTING POWER
SHARES 910,690
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 910,690
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PERSON WITH 8 SHARED DISPOSITIVE POWER
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
910,690
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
26.7%
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12 TYPE OF REPORTING PERSON*
IN (Individual)
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ITEM 1(a). NAME OF ISSUER:
Maxwell Shoe Company Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
101 Sprague Street
P.O. Box 37
Readville, Massachusetts 02137
ITEM 2(a). NAME OF PERSON FILING:
Maxwell V. Blum
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Maxwell Shoe Company Inc.
101 Sprague Street
P.O. Box 37
Readville, Massachusetts 02137
ITEM 2(c). CITIZENSHIP:
U.S. citizen
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Class A Common Stock, $.01 par value ("Class A Stock"). The Reporting
Person is also the record owner of shares of Class B Common Stock,
$.01 par value ("Class B Stock"), which are not registered under
Section 12 of the Securities Exchange Act of 1934 (the "Act"), but
which are immediately convertible into an equal number of shares of
Class A Stock. The Issuer's Class A Stock is registered under Section
12 of the Act.
ITEM 2(e). CUSIP NUMBER:
577766 10 8
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act,
Page 3 of 6.
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(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan, which is subject to the provisions of
the Employee Retirement Income Security Act of 1974 or
Endowment Fund; see Pension Fund 13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G); see Item 7,
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
Maxwell V. Blum owns stock options which are exercisable within
60 days into 8,500 shares of Class A Stock and directly
beneficially owns 878,440 shares of Class B Stock. Additionally,
Mr. Blum may be deemed to beneficially own 23,750 shares of Class
A Stock which were gifted by Mr. Blum to a private charitable
foundation (the "Gifted Shares"), and with respect to which Mr.
Blum retains voting and investment power.
(b) Percent of class:
If the shares of Class B Stock owned by Mr. Blum were converted
into Class A Stock, the shares of Class A Stock which he is
entitled to purchase upon the exercise of stock options were
purchased and the Gifted Shares are included in the beneficial
ownership computation, Mr. Blum would own approximately 26.7% of
the outstanding shares of Class A Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 910,690
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
910,690
(iv) Shared power to dispose or to direct the disposition of: 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Page 4 of 6.
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If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
Page 5 of 6.
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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.
Dated: August 26, 1997
/s/ Maxwell V. Blum
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Maxwell V. Blum
Page 6 of 6.
