United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-K/A
                                 Amendment No. 1

                Annual Report Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2004    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, including zip code)

       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 ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes [ X ] No [ ].

The  aggregate  market  value of voting and  non-voting  common  equity  held by
non-affiliates  of the  registrant,  as of  July 2,  2004,  which  was the  last
business  day  of  the   registrant's   second   quarter  of  fiscal  2004,  was
approximately  $101,079,000  (based on the  closing  sale  prices of the Class A
Common  Stock and Class B Common  Stock on such date as  reported  on the Nasdaq
National Market). For purposes of the immediately  preceding sentence,  the term
"affiliate" consists of each director and executive officer of the registrant.

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 February 28,
2005 was 2,520,647 and 4,157,376, respectively.

Portions of the  registrant's  Definitive  Proxy  Statement  for its 2005 Annual
Meeting of  Stockholders  scheduled  to be held on May 18, 2005 (the "2005 Proxy
Statement"), which will be filed with the Securities and Exchange Commission not
later than 120 days after December 31, 2004, are  incorporated by reference into
Part III of this Annual Report on Form 10-K.  With the exception of the portions
of the 2005 Proxy Statement  expressly  incorporated  into this Annual Report on
Form 10-K by reference,  such document shall not be deemed filed as part of this
Annual Report on Form 10-K.
<PAGE>

Explanatory note

In reliance  upon the Order of the  Securities  and  Exchange  Commission  under
Section  36 of the  Securities  Exchange  Act of  1934  (Release  No.  34-50754,
November 30, 2004),  Saucony,  Inc. omitted from Item 9A of its Annual Report on
Form 10-K for the fiscal year ended December 31, 2004,  filed on March 16, 2005,
both "Management's annual report on internal control over financial  reporting",
required by Item 308(a) of Regulation S-K, and the related  "Attestation  report
of the independent  registered public accounting firm",  required by Item 308(b)
of  Regulation  S-K. We are filing this  Amendment No. 1 to our Annual Report on
Form 10-K (the  "Amendment"),  to provide the information  that was omitted from
Item 9A of our  Annual  Report on Form 10-K  filed  March 16,  2005,  to include
"Management's  annual report on internal  control over financial  reporting" and
the "Attestation  report of the independent  registered  public accounting firm"
required in Item 9A - Controls and  Procedures.  No other  information  is being
amended  by the  Amendment  and we have  not  updated  our  disclosures  in this
Amendment.

ITEM 9A - CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures
------------------------------------------------

Our management,  with the participation of our chief executive officer and chief
financial  officer,  evaluated the effectiveness of our disclosure  controls and
procedures  (as defined in Rules  13a-15(e) and 15d-15(e)  under the  Securities
Exchange Act of 1934),  as of December 31, 2004.  Based on this  evaluation  our
chief  executive  officer and chief  financial  officer  concluded  that,  as of
December 31, 2004, our disclosure  controls and procedures  were (1) designed to
ensure that material  information  relating to us,  including  our  consolidated
subsidiaries,  is made known to our chief executive  officer and chief financial
officer by others within those entities, particularly during the period in which
this  report  was  being  prepared  and  (2)  effective,  in that  they  provide
reasonable  assurance  that  information  required to be  disclosed by us in the
reports  we file or submit  under the  Securities  and  Exchange  Act of 1934 is
recorded,  processed,  summarized and reported within the time periods specified
in the SEC's rules and forms.

Management's Annual Report on Internal Control Over Financial Reporting
-----------------------------------------------------------------------

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f) under the Securities and Exchange Act of 1934).

Because of its inherent  limitations,  internal control over financial reporting
may not  prevent  or detect  misstatements.  Projections  of any  evaluation  of
effectiveness  to future  periods are subject to risk that  controls  may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company's internal control over
financial  reporting  as of December 31, 2004.  In making this  assessment,  our
management   used  the  criteria  set  forth  by  the  Committee  of  Sponsoring
Organizations of the Treadway Commission (COSO) in Internal  Control--Integrated
Framework.

Based on our assessment,  management believes that, as of December 31, 2004, our
internal control over financial reporting is effective based on those criteria.

Our  independent  registered  public  accounting  firm has issued an attestation
report on our assessment of our internal control over financial  reporting.  The
attestation report appears below.

Changes in internal control over financial reporting
----------------------------------------------------

No change in our internal control over financial  reporting (as defined in Rules
13a-15(f)  and 15d-15(f)  under the Exchange  Act)  occurred  during the quarter
ended December 31, 2004 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of
Saucony, Inc.:
Peabody, Massachusetts

We  have  audited   management's   assessment,   included  in  the  accompanying
Management's  Annual Report on Internal Control over Financial  Reporting,  that
Saucony,  Inc. and subsidiaries (the "Company")  maintained  effective  internal
control over  financial  reporting  as of December  31, 2004,  based on criteria
established in Internal Control--Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. The Company's management is
responsible for maintaining  effective internal control over financial reporting
and for its assessment of the  effectiveness  of internal control over financial
reporting.   Our  responsibility  is  to  express  an  opinion  on  management's
assessment and an opinion on the effectiveness of the Company's internal control
over financial reporting based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain  reasonable  assurance  about whether  effective
internal  control  over  financial  reporting  was  maintained  in all  material
respects. Our audit included obtaining an understanding of internal control over
financial reporting,  evaluating management's assessment, testing and evaluating
the design and operating  effectiveness of internal control, and performing such
other  procedures as we considered  necessary in the  circumstances.  We believe
that our audit provides a reasonable basis for our opinions.

A company's internal control over financial  reporting is a process designed by,
or under the  supervision  of, the company's  principal  executive and principal
financial officers, or persons performing similar functions, and effected by the
company's  board of  directors,  management,  and  other  personnel  to  provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
generally  accepted  accounting  principles.  A company's  internal control over
financial  reporting  includes those policies and procedures that (1) pertain to
the  maintenance  of records that, in reasonable  detail,  accurately and fairly
reflect the  transactions  and  dispositions  of the assets of the company;  (2)
provide  reasonable  assurance  that  transactions  are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting  principles,  and that receipts and  expenditures  of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of  unauthorized  acquisition,  use, or  disposition  of the company's
assets that could have a material effect on the financial statements.

Because  of  the  inherent   limitations  of  internal  control  over  financial
reporting,  including  the  possibility  of  collusion  or  improper  management
override of controls,  material  misstatements  due to error or fraud may not be
prevented or detected on a timely basis. Also,  projections of any evaluation of
the  effectiveness  of the internal  control over financial  reporting to future
periods are subject to the risk that the controls may become inadequate  because
of changes in conditions,  or that the degree of compliance with the policies or
procedures may deteriorate.

In our opinion,  management's  assessment that the Company maintained  effective
internal  control over  financial  reporting as of December 31, 2004,  is fairly
stated, in all material respects,  based on the criteria established in Internal
Control--Integrated   Framework   issued   by  the   Committee   of   Sponsoring
Organizations  of the  Treadway  Commission.  Also in our  opinion,  the Company
maintained, in all material respects,  effective internal control over financial
reporting as of December 31, 2004, based on the criteria established in Internal
Control--Integrated   Framework   issued   by  the   Committee   of   Sponsoring
Organizations of the Treadway Commission.

We have also  audited,  in accordance  with the standards of the Public  Company
Accounting   Oversight  Board  (United  States),   the  consolidated   financial
statements  and  financial  statement  schedules  as of and for the  year  ended
December 31, 2004 of the Company,  and our report dated March 16, 2005 expressed
an unqualified  opinion on those  financial  statements and financial  statement
schedule.


/s/ Deloitte & Touche LLP
Boston, Massachusetts
April 22, 2005

<PAGE>


PART IV

ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

             The following documents are filed as part of this report:

(a)      Exhibits


Exhibit
Number                              Description

3.1  Restated  Articles of  Organization,  as  amended,  of the  Registrant  are
     incorporated  herein by reference to Exhibit 3.1 to the Registrant's Annual
     Report on Form 10-K for the  fiscal  year ended  January 2, 2004,  as filed
     with the Securities and Exchange Commission on April 1, 2004.

3.2** By-Laws, as amended, of the Registrant.

10.1  Amended and Restated  Credit  Agreement, dated  August 30,  2002,  between
     Saucony,  Inc. and State Street Bank and Trust Company,  is incorporated by
     reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q
     for the fiscal  quarter ended October 4, 2002, as filed with the Securities
     and Exchange Commission on November 14, 2002.

10.2  Amendment to Amended and Restated Credit Agreement, dated August 30, 2002,
     between Saucony,  Inc. and HSBC Bank USA (as successor in interest to State
     Street Bank and Trust Company) is incorporated by reference to Exhibit 10.3
     to the  Registrant's  Quarterly  Report on Form 10-Q for the fiscal quarter
     ended July 4, 2003, as filed with the Securities and Exchange Commission on
     August 18, 2003.

10.3  Amendment to Amended and Restated Credit Agreement, dated August 30, 2002,
     between  Saucony,  Inc.  and HSBC  Bank  USA,  dated  January  26,  2004 is
     incorporated herein by reference to Exhibit 10.3 to the Registrant's Annual
     Report on Form 10-K for the  fiscal  year ended  January 2, 2004,  as filed
     with the Securities and Exchange Commission on April 1, 2004.

10.4*  1993 Equity Incentive  Plan,  as  amended,   is  incorporated  herein  by
     reference to Exhibit 10.4 to the  Registrant's  Annual  Report on Form 10-K
     for the fiscal year ended January 2, 2004, as filed with the Securities and
     Exchange Commission on April 1, 2004.

10.5* **  VP Bonus Plan is incorporated herein by reference to Exhibit  10.19 to
     the Registrant's Registration Statement on Form S-2 (File No. 33-61040), as
     filed with the Securities and Exchange Commission on May 13, 1993.

10.6*  2001 Employee Stock Purchase Plan is incorporated  herein by reference to
     Exhibit 99.1 to the Registrant's  Registration  Statement on Form S-8 (File
     No.  333-65974),  as filed with the Securities  and Exchange  Commission on
     July 27, 2001.

10.7*  2003 Stock Incentive Plan is incorporated  herein by reference to Exhibit
     10.1 to the  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
     quarter  ended July 4,  2003,  as filed with the  Securities  and  Exchange
     Commission on August 18, 2003.

10.8*  Employment Agreement dated as of August  17,  2000,  by and  between  the
     Registrant  and John H.  Fisher  is  incorporated  herein by  reference  to
     Exhibit  10.1 to the  Registrant's  Quarterly  Report  on Form 10-Q for the
     fiscal  quarter ended  September 29, 2000, as filed with the Securities and
     Exchange Commission on November 13, 2000.

10.9*  Executive Retention Agreement dated as of August 17, 2000, by and between
     the  Registrant and John H. Fisher is  incorporated  herein by reference to
     Exhibit  10.2 to the  Registrant's  Quarterly  Report  on Form 10-Q for the
     fiscal  quarter ended  September 29, 2000, as filed with the Securities and
     Exchange Commission on November 13, 2000.

10.10*  Employment  Agreement  dated as of August 17,  2000,  by and between the
     Registrant and Charles A. Gottesman is incorporated  herein by reference to
     Exhibit  10.3 to the  Registrant's  Quarterly  Report  on Form 10-Q for the
     fiscal  quarter ended  September 29, 2000, as filed with the Securities and
     Exchange Commission on November 13, 2000.
<PAGE>

10.11* Executive Retention Agreement dated as of August 17, 2000, by and between
     the Registrant and Charles A. Gottesman is incorporated herein by reference
     to Exhibit 10.4 to the  Registrant's  Quarterly Report on Form 10-Q for the
     fiscal  quarter ended  September 29, 2000, as filed with the Securities and
     Exchange Commission on November 13, 2000.

10.12*  Severance  Agreement  dated as of  January  7, 2004 by and  between  the
     Registrant  and  Wolfgang  Schweim is  incorporated  herein by reference to
     Exhibit 10.12 to the Registrant's Annual Report on Form 10-K for the fiscal
     year ended  January 2, 2004,  as filed  with the  Securities  and  Exchange
     Commission on April 1, 2004.

10.13* Saucony,  Inc.  Non-Qualified  Retirement Plan is incorporated  herein by
     reference to Exhibit  10.13 to the  Registrant's  Quarterly  Report on Form
     10-Q  for the  fiscal  quarter  ended  July 4,  2003,  as  filed  with  the
     Securities and Exchange Commission on August 18, 2003.

10.14* Amendment  to  Employment  Agreement  dated as of July 31,  2003,  by and
     between  the  Registrant  and John H.  Fisher  is  incorporated  herein  by
     reference to Exhibit 10.14 to the  Registrant's  Annual Report on Form 10-K
     for the fiscal year ended January 2, 2004, as filed with the Securities and
     Exchange Commission on April 1, 2004.

10.15* Amendment  to  Employment  Agreement  dated as of July 31,  2003,  by and
     between the Registrant and Charles A. Gottesman is  incorporated  herein by
     reference to Exhibit 10.15 to the  Registrant's  Annual Report on Form 10-K
     for the fiscal year ended January 2, 2004, as filed with the Securities and
     Exchange Commission on April 1, 2004.

10.16* Form of  Incentive  Stock  Option  Agreement  Granted  Under  2003  Stock
     Incentive Plan,  dated December 22, 2003, by and between the Registrant and
     each of Michael  Umana,  Michael  Jeppesen,  Samuel  Ward and Brian Enge is
     incorporated  herein  by  reference  to  Exhibit  10.1 to the  Registrant's
     Quarterly  Report on Form 10-Q for the fiscal  quarter ended April 2, 2004,
     as filed with the Securities and Exchange Commission on May 15, 2004.

10.17 Amendment to Amended and Restated Credit Agreement, dated as of August 30,
     2002, by and between Saucony, Inc. and HSBC Bank USA, National Association,
     dated August 31, 2004 is  incorporated  herein by reference to Exhibit 10.1
     to the  Registrant's  Quarterly  Report on Form 10-Q for the fiscal quarter
     ended October 1, 2004, as filed with the Securities and Exchange Commission
     on November 15, 2004.

10.18*  Retention  Agreement  dated as of  September  9, 2004 by and between the
     Registrant  and Brian Enge is  incorporated  herein by reference to Exhibit
     10.2 to the  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
     quarter ended October 1, 2004,  as filed with the  Securities  and Exchange
     Commission on November 15, 2004.

10.19*  Retention  Agreement  dated as of  September  9, 2004 by and between the
     Registrant  and Michael  Jeppesen is  incorporated  herein by  reference to
     Exhibit  10.3 to the  Registrant's  Quarterly  Report  on Form 10-Q for the
     fiscal  quarter  ended October 1, 2004,  as filed with the  Securities  and
     Exchange Commission on November 15, 2004.

10.20*  Retention  Agreement  dated as of  September  9, 2004 by and between the
     Registrant and Samuel Ward is  incorporated  herein by reference to Exhibit
     10.4 to the  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
     quarter ended October 1, 2004,  as filed with the  Securities  and Exchange
     Commission on November 15, 2004.
<PAGE>

10.21*  Retention  Agreement  dated as of  September  9, 2004 by and between the
     Registrant and Michael Umana is incorporated herein by reference to Exhibit
     10.5 to the  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
     quarter ended October 1, 2004,  as filed with the  Securities  and Exchange
     Commission on November 15, 2004.

10.22*  Retention  Agreement  dated as of  September  9, 2004 by and between the
     Registrant  and Roger  Deschenes  is  incorporated  herein by  reference to
     Exhibit  10.6 to the  Registrant's  Quarterly  Report  on Form 10-Q for the
     fiscal  quarter  ended October 1, 2004,  as filed with the  Securities  and
     Exchange Commission on November 15, 2004.

10.23* Letter  Agreement  dated  as of  September  9,  2004 by and  between  the
     Registrant and Michael Umana is incorporated herein by reference to Exhibit
     10.7 to the  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
     quarter ended October 1, 2004,  as filed with the  Securities  and Exchange
     Commission on November 15, 2004.

10.24* Severance  Benefit  Plan is  incorporated  herein by reference to Exhibit
     10.8 to the  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
     quarter ended October 1, 2004,  as filed with the  Securities  and Exchange
     Commission on November 15, 2004.

10.25* ** Summary of Non-Employee Director Compensation.

21** Subsidiaries of Registrant.

23.1 Consent of Deloitte & Touche LLP.

31.1 Certification of President and Chief Executive Officer pursuant to Exchange
     Act Rule 13a-14(a).

31.2 Certification of the Chief Financial  Officer pursuant to Exchange Act Rule
     13a-14(a).

32.1***  Certification  of President and Chief Executive  Officer pursuant to 18
     U.S.C.   Section  1350,   as  adopted   pursuant  to  Section  906  of  the
     Sarbanes-Oxley Act of 2002.

32.2***  Certification  of the Chief  Financial  Officer  pursuant  to 18 U.S.C.
     Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act
     of 2002.


____________________


*    Management  contract or compensatory  plan or arrangement filed herewith in
     response to Item 15(a)(3) of Form 10-K.

**   Previously  filed  with the  Annual  Report on Form 10-K for the year ended
     December 31, 2004.

***  Previously furnished with the Annual Report on Form 10-K for the year ended
     December 31, 2004.

<PAGE>



                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) 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.


                                          SAUCONY, INC.
                                          (Registrant)


                                          By: /s/ John H. Fisher
                                          John H. Fisher
                                          President and Chief Executive Officer

Date:    April 26, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

      NAME                          CAPACITY                          DATE


/s/ John H. Fisher            Chairman of the Board,              April 26, 2005
John H. Fisher                President and
                              Chief Executive Officer
                              (Principal Executive Officer)

/s/ Charles A. Gottesman      Vice Chairman of the Board,         April 26, 2005
Charles A. Gottesman          and Executive Vice President,
                              Business Development

/s/ Michael Umana             Executive Vice President,           April 26, 2005
Michael Umana                 Chief Operating and
                              Financial Officer
                              (Principal Financial Officer)

/s/ Roger P. Deschenes        Vice President, Controller and      April 26, 2005
Roger P. Deschenes            Chief Accounting Officer
                              (Principal Accounting Officer)

/s/ Jonathan O.  Lee          Director                            April 26, 2005
Jonathan O. Lee

/s/                           Director                            April 26, 2005
Robert J. LeFort, Jr.

/s/ John J. Neuhauser         Director                            April 26, 2005
John J. Neuhauser