SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
              Annual Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 1999

                                 AMENDMENT NO. 1

                        Commission file number: 000-05083

                                  SAUCONY, INC.
             (Exact name of registrant as specified in its charter)

        Massachusetts                                   04-1465840
        -------------                                   ----------
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
  incorporation or organization)

                     13 Centennial Drive, Peabody, MA 01960
                     ---------------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (978) 532-9000

        Securities registered pursuant to Section 12(b) of the Act: None

                 Securities registered pursuant to Section 12(g)
                                  of the Act:

                    Class A Common Stock, $.33-1/3 par value
                    ----------------------------------------
                                (Title of class)

                    Class B Common Stock, $.33-1/3 par value
                    ----------------------------------------
                                (Title of class)

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 [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the best
of  registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

The aggregate market value of voting and non-voting stock held by non-affiliates
of the registrant, as of March 10, 2000, was approximately $53,894,220 (based on
the closing  prices of the Class A Common Stock and Class B Common Stock on such
date as reported on the Nasdaq National Market).

The number of shares of the  registrant's  Class A Common  Stock,  $.33-1/3  par
value,  and Class B Common Stock,  $.33-1/3 par value,  outstanding on March 10,
2000 was 2,618,827 and 3,557,769, respectively.

                  Documents Incorporated by Reference

          Document                                     Form 10-K Part

Proxy Statement for Annual Meeting of Stockholders         Part III
of the Registrant to be held on May 18, 2000, to be
filed with the Securities and Exchange Commission.


                                   FORM 10-K/A

                                EXPLANATORY NOTE

This  amendment  is  filed  for  the  purposes  of  filing  Exhibit  23.1 to the
registrant's annual report on Form 10-K for the year ended December 31, 1999 and
of   correcting   the  Exhibit  Index  to  the  annual  report  to  reflect  the
incorporation  of Exhibit 23.2 thereto by reference to the  registrant's  annual
report on Form 10-K for the year ended January 2, 1998.

The  Exhibit  Index  immediately  preceding  the  exhibits  filed as part of the
registrant's  annual report on Form 10-K for the year ended December 31, 1999 is
hereby amended and restated in its entirety as follows:


                                  EXHIBIT INDEX

Exhibit
Number                              Description


3.1      Restated Articles of Organization, as amended, of the Registrant
         are incorporated herein by reference to the Registrant's current
         report on Form 8-K dated May 21, 1998.                             *

3.2      By-Laws, as amended, of the Registrant are incorporated
         herein by reference to Exhibit 3.3 to the Registrant's
         Registration Statement on Form S-2, as amended
         (File No. 33-61040) (the "Form S-2").                              *

10.1     Credit Agreement between the Registrant and State Street
         Bank and Trust Company dated August 31, 1998 incorporated
         herein by reference to Exhibit 10.2 to the Registrant's Quarterly
         Report on Form 10-Q for the fiscal  quarter ended October 2, 1998. *

10.2     Amendment dated March 15, 1999 to the Credit Agreement
         between the Registrant and State Street Bank and Trust
         Company, dated August 31, 1998, incorporated herein by
         reference to Exhibit 10.2 to the Registrant's Annual Report
         on Form 10-K for the year ended January 1, 1999.                  *

10.3**   1982 Employee Stock Option Plan, as amended, is
         incorporated herein by reference to Exhibit 10.7 to the Form S-2  *

10.4**   1993 Equity Incentive Plan, as amended, is incorporated herein
         by reference to Exhibit 10.8 to the Registrant's Annual Report
         on Form 10-K for the fiscal year ended January 2, 1998.           *

10.5**   Amendment No. 3 to 1993 Equity Incentive Plan

10.6**   VP Bonus Plan is incorporated herein by reference to
         Exhibit 10.19 to the Form S-2                                     *

10.7**   1993 Director Option Plan is  incorporated  herein by reference to
         Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for
         the quarter ended April 2, 1993, as amended (the "1993
         Form 10-Q")                                                       *

21       Subsidiaries of the Registrant

23.1     Consent of PricewaterhouseCoopers LLP

23.2     Consent of Grant Thornton, incorporated herein by reference to
         Exhibit 23.2 to the Registrant's Annual Report on Form 10-K for
         the fiscal year ended January 2, 1998.                            *

27       Financial Data Schedule for the fiscal year ended December 31, 1999.


*        Incorporated herein by reference.

**       Management  contract or  compensatory  plan or  arrangement  filed
         herewith in response to Item 14(a)(3) of the  instructions to Form
         10-K.



                                    SIGNATURE


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant has duly caused this amendment to the report to be
signed on its behalf by the undersigned thereunto duly authorized.



         SAUCONY, INC.
         (Registrant)


By:      /s/ Charles A. Gottesman
         Chief Operating Officer

Date:    April 10, 2000