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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q
(Mark One)

(X)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

                   For the quarterly period ended May 30, 2003

( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                       For the transition period from to .

                         Commission File Number: 1-4404

                         THE STRIDE RITE CORPORATION
           (Exact name of registrant as specified in its charter)

                                Massachusetts 04-1399290
                        --------------------------------------
           (State or other jurisdiction) (I.R.S. Employer Identified No.)

                  191 Spring Street, Lexington, Massachusetts 02421
                 (Address of principal executive offices) (Zip Code)

          Registrant's telephone number, including area code: (617)824-6000

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

                                                         Name of each exchange
Title of each class                                       on which registered
-------------------                                    -----------------------
Common stock, $.25 par value                           New York Stock Exchange

Preferred Stock Purchase Rights                        New York Stock Exchange

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

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required 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  report),  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

          Yes (X)          No ( )

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2).

          Yes(X)          No ( )

As of July 10, 2003, 39,462,133 shares of the Registrant's common stock, $.25
par value, and the accompanying Preferred Stock Purchase Rights were
outstanding.


<PAGE>



PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

                           THE STRIDE RITE CORPORATION
<TABLE>
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)



<CAPTION>
                                    May 30,                          May 31,
                                     2003          November 29,        2002
                                  (Unaudited)          2002        (Unaudited)
                                ----------------  ---------------  -------------

  Assets

  Current Assets:
     Cash and cash
<S>                                <C>              <C>            <C>
       equivalents                 $ 81,463         $ 73,105       $ 67,378

     Accounts and notes
       receivable, net               70,151           48,075         80,749

     Inventories                     76,654           98,213         77,226

     Deferred income taxes           20,588           20,588         24,245

     Other current assets             5,215           13,613          4,479
                                   --------         --------       --------

     Total current assets           254,071          253,594        254,077

  Property and equipment, net        64,092           68,291         70,974

  Other assets                       15,350           12,914         13,939
                                   --------         --------       --------

     Total assets                  $333,513         $334,799       $338,990
                                   ========         ========       ========
</TABLE>

















                     The   accompanying notes are an integral part of the
                           condensed consolidated financial statements.


                                        2


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                                THE STRIDE RITE CORPORATION
<TABLE>
                     CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
                             (Dollars in Thousands)

<CAPTION>
                                    May 30,                           May 31,
                                      2003        November 29,         2002
                                  (Unaudited)         2002          (Unaudited)
                                 ---------------  --------------   -------------

  Liabilities and Stockholders' Equity
  ------------------------------------

  Current Liabilities:
<S>                                 <C>             <C>               <C>
     Accounts payable               $ 12,006        $ 31,513          $ 14,326
     Income taxes payable             20,196          17,407            16,239
     Accrued expenses and other
       liabilities                    19,936          20,630            25,122
                                     -------        --------         ---------
     Total current liabilities        52,138          69,550            55,687

  Deferred income taxes                  531             531             4,858
  Pension obligation                  11,677          11,677                 -

  Stockholders' Equity:
     Preferred stock, $1 par value
       Shares authorized - 1,000,000      -                -                 -
       Shares issued - None

     Common stock, $.25 par value
       Share authorized - 135,000,000
       Shares issued - 56,946,544     14,237          14,237            14,237

     Capital in excess of par
       value                          17,408          18,043            18,007

    Retained earnings                414,471         398,368           397,369
    Accumulated other
        comprehensive loss            (6,770)         (7,246)                -
     Less cost of 17,527,919
        shares of common stock
        held in treasury
        (17,504,140 on November
        29, 2002 and 14,911,079
        on May 31, 2002)            (170,179)       (170,361)         (151,168)
                                    ---------       --------          --------
     Total stockholders' equity      269,167         253,041           278,445
                                    --------        --------          --------

     Total liabilities and
       stockholders' equity         $333,513        $334,799          $338,990
                                    ========        ========          ========
</TABLE>





                     The   accompanying notes are an integral part of the
                           condensed consolidated financial statements.





                                        3


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                             THE STRIDE RITE CORPORATION
<TABLE>
              CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
            For      the six months ended May 30, 2003 and May 31, 2002
                      (In Thousands Except Per Share Data)

<CAPTION>
                            Three Months Ended            Six Months Ended
                            ------------------            ----------------
                            May 30,       May 31,       May 30,        May 31,
                             2003          2002           2003          2002
                          ------------  ------------  -------------  -----------

<S>                        <C>           <C>           <C>            <C>
Net sales                  $154,286      $156,480      $306,608       $297,213

Cost of sales                93,308        98,041       187,589        187,008

Selling and
administrative expenses      44,002        41,006        88,378         81,090
                          ---------     ---------     ---------      ---------

Operating income             16,976        17,433        30,641         29,115

Other income (expense):
  Investment income             923           399         l,606            726
  Interest expense             (102)         (233)         (172)          (536)
  Other, net                     (1)          (83)         (164)          (253)
                          ----------    ----------    ----------     ----------
                                820            83         1,270            (63)
                          ---------     ---------     ---------      ----------
Income before income
  taxes                      17,796        17,516        31,911         29,052
Provision for income
  taxes                       6,577         5,944        11,871          9,941
                          ---------     ---------     ---------      ---------

Net income                $  11,219     $  11,572     $  20,040      $  19,111
                          =========     =========     =========      =========

Net income per common
  share:
  Diluted                 $     .28     $     .27     $     .50      $    .45
                          =========     =========     =========      ========
  Basic                   $     .29     $     .28     $     .51      $    .46
                          =========     =========     =========      ========
Dividends per common
  share                   $     .05     $     .05     $     .10      $    .10
                          =========     =========     =========      ========

Average common shares
  used in per share
  computations:
  Diluted                    39,895        42,566        39,866        42,376
                          =========     =========     =========      ========
  Basic                      39,362        42,024        39,394        41,965
                          =========     =========     =========      ========
</TABLE>








                     Theaccompanying notes are an integral part of the
                        condensed consolidated financial statements.



                                        4


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                                THE STRIDE RITE CORPORATION
<TABLE>
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                   For the six months ended May 30, 2003 and May 31, 2002
                                   (Dollars in Thousands)

<CAPTION>
                                                        2003             2002
                                                    --------------   -----------
Cash provided from (used for):
Operations:
<S>                                                     <C>             <C>
   Net income                                           $20,040         $19,111
   Adjustments to reconcile to net cash
      provided from (used for) operations:
   Depreciation and amortization                          7,622           7,543
   Sales of trading securities                                -             250
   Gain related to long-term investments                 (1,071)              -
   Loss on disposals of property and equipment               69             606
   Increase in other long-term assets                    (2,436)         (1,653)
   Changes in:
      Accounts and notes receivable                     (22,076)        (36,010)
      Inventories                                        21,559          35,255
      Other current assets                                8,398           9,801
      Other current liabilities                         (16,838)        (12,894)
                                                        -------         -------
      Net cash provided from operations                  15,267          22,009
                                                        -------         -------

Investments:
   Additions to property and equipment                   (3,492)         (6,742)
   Proceeds from long-term investments                    1,071               -
                                                        -------         -------
      Net cash used for investments                      (2,421)         (6,742)
                                                        -------         -------

Financing:
   Short-term borrowings                                      -         (26,000)
   Proceeds from sale of stock under stock plans          1,146           1,561
   Cash dividends paid                                   (3,943)         (4,190)
   Repurchase of common stock                            (1,691)           (419)
                                                        -------         -------
      Net cash used for financing                        (4,488)        (29,048)
                                                        -------         -------

Net increase (decrease) in cash and cash
  equivalents                                             8,358         (13,781)

Cash and cash equivalents at beginning of the
  period                                                 73,105          81,159
                                                        -------         -------

Cash and cash equivalents at end of the period          $81,463         $67,378
                                                        =======         =======
</TABLE>




                     Theaccompanying notes are an integral part of the
                        condensed consolidated financial statements.







                                        5


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

                    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -   Summary of Significant Accounting Policies

Basis of Presentation

     The  financial  information  included  in this Form 10-Q of The Stride Rite
Corporation  (the "Company") for the periods ended May 30, 2003 and May 31, 2002
is unaudited,  however, such information includes all adjustments (including all
normal  recurring  adjustments)  which,  in  the  opinion  of  management,   are
considered  necessary for a fair  presentation of the  consolidated  results for
those  periods.  Certain  reclassifications  have been made to the prior  period
financial statements to conform to the fiscal 2003 presentation.  The results of
operations  for the  periods  ended  May 30,  2003  and  May  31,  2002  are not
necessarily indicative of the results of operations that may be expected for the
complete fiscal year. The year-end condensed balance sheet data was derived from
audited financial  statements,  but does not include all disclosures required by
generally accepted accounting principles. The Company filed audited consolidated
financial  statements  for the year ended  November  29, 2002 on Form 10-K which
included all information and footnotes necessary for such presentation.

     The  Company's  preparation  of financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of contingent  assets and  liabilities  at the dates of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
respective periods.  The most significant  estimates included in these financial
statements  include valuation  allowances and reserves for accounts  receivable,
inventory and income taxes. Actual results could differ from those estimates.

Stock Purchase and Option Plans

     During the first quarter of fiscal 2003, the Company adopted the disclosure
provisions  of  Financial   Accounting  Standards  Board  (FASB)-  Statement  of
Financial  Accounting  Standard  (SFAS) No.  148,  "Accounting  for Stock  Based
Compensation - Transition and  Disclosure"  (SFAS No. 148).  SFAS No. 148 amends
SFAS  No.  123,  "Accounting  for  Stock-Based   Compensation"  to  provide  two
additional  alternative  transition methods if a company  voluntarily decides to
change its method of accounting for  stock-based  employee  compensation  to the
fair-value method. SFAS No. 148 also amends the disclosure  requirements of SFAS
No. 123 by requiring that companies  make  quarterly  disclosures  regarding the
proforma  effects of using the fair-value  method of accounting for  stock-based
compensation, effective for interim periods beginning after December 15, 2002.

     At May 30,  2003,  the Company has three  stock-based  compensation  plans,
which  are  described  more  fully  in  Note  10 to the  Company's  consolidated
financial statements for the fiscal year ended November 29, 2002 as contained in
Form 10-K.  The  Company  accounts  for these plans  under the  recognition  and
measurement  principles of APB Opinion No. 25,  "Accounting  for Stock Issued to
Employees", and related interpretations. The following table provides the effect
on net income and  earnings  per share if the Company had applied the fair value
recognition provisions of SFAS No. 123, to stock-based compensation. 6


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

<TABLE>
                    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                       (Dollars in Thousands, Except Per Share Data)


<CAPTION>
                               Three Months Ended           Six Months Ended
                            --------------------------  ------------------------
                              May 30,       May 31,       May 30,      May 31,
                               2003          2002          2003         2002
                            ------------  ------------  ----------- ------------
<S>                          <C>            <C>          <C>           <C>
Net income, as reported      $11,219        $11,572      $20,040       $19,111

Add:  Stock based employee
compensation expense
included in net income,
net of related tax effects
                                   -            25             9            51

Deduct:  Total stock based
employee compensation
expense determined under
fair value based method
for all awards, net of
related tax effects
                                (616)         (417)         (931)        (760)
                            ---------     ---------     ---------    ---------

Pro forma net income         $10,603       $11,180       $19,118      $18,402
                            ========      =========     =========    ========

Earnings per share:
   Basic - as reported       $   .29       $.   28       $   .51      $   .46
                            ========      ========      ========     ========
   Basic - pro forma         $   .27       $   .27       $   .49      $   .44
                            ========      ========      ========     ========

   Diluted - as reported     $.   28       $   .27       $   .50      $   .45
                            ========      ========      ========     ========
   Diluted - pro forma       $   .27       $   .26       $   .48      $   .43
                            ========      ========      ========     ========

</TABLE>























                                                7


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

                    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 2 - Earnings Per Share

     Basic  earnings  per common  share  excludes  dilution  and is  computed by
dividing net income  available to common  stockholders  by the weighted  average
number of common shares outstanding for the period.  Diluted earnings per common
share  reflects  the  potential  dilution  that could  occur if options to issue
common stock were exercised.

     The following is a reconciliation of the number of shares used in the basic
and diluted earnings per share computations (amounts in thousands except for per
share data):

<TABLE>
                                        -------------------   ------------------
<CAPTION>
                                           Three Months           Six Months
                                              Ended                 Ended
                                        -------------------   ------------------
                                        May 30,    May 31,    May 30,   May 31,
                                          2003      2002       2003       2002
                                        ---------  --------   --------  --------
<S>                                      <C>       <C>        <C>        <C>
Net income                               $11,219   $11,572    $20,040    $19,111

Calculation of shares:
Weighted average common shares
  outstanding (basic)                     39,362    42,024     39,394     41,965

Dilutive effect of stock options             533       542        472        411
                                         -------   -------    -------    -------

Weighted average common shares
  outstanding (diluted)                   39,895    42,566     39,866     42,376
                                         =======   =======    =======    =======

Net income per common share
(basic)                                    $ .29     $ .28      $ .51      $ .46
                                           =====     =====      =====      =====

Net income per common share (diluted)
                                           $ .28     $ .27      $ .50      $ .45
                                           =====     =====      =====      =====
</TABLE>


     The  following  options  were not  included in the  computation  of diluted
earnings per share  because the options'  exercise  prices were greater than the
average market price of the common shares:

<TABLE>
<CAPTION>
                                          Second Quarter     First Six Months
                                        -------------------  ------------------
                                           2003       2002      2003      2002
                                        --------  ---------  --------  --------
Options to purchase shares of common
<S>                                         <C>        <C>       <C>     <C>
  stock (in thousands)                      521        959       550     1,466

</TABLE>




                                                8


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

                    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 3 - Comprehensive Income

<TABLE>
Comprehensive income is as follows:

<CAPTION>
                                         Three Months            Six Months
                                            Ended                  Ended
                                      --------------------  ------------------
                                      May 30,    May 31,    May 31,   May 30,
                                        2003       2002      2003       2002
                                      ---------  ---------  --------  --------
                                                     (in thousands)
<S>                                    <C>        <C>       <C>        <C>
Net income                             $11,219    $11,572   $20,040    $19,111

Other comprehensive income:
Foreign currency translation
adjustments                                326          -      476           -
                                      ---------  ---------  --------  ---------
Total comprehensive income             $11,545    $11,572   $20,516    $19,111
                                      =========  =========  ========  =========
</TABLE>





<TABLE>
Accumulated other comprehensive loss is as follows:

<CAPTION>
                                   May 30,         November 29,      May 31,
                                    2003               2002            2002
                                --------------   -----------------  -----------
                                                   (In thousands)
Foreign currency  translation
<S>                                <C>              <C>
  adjustments                      $  (49)          $  (525)              -
Minimum pension liability
   adjustments, net of taxes       (6,721)           (6,721)              -
                                  --------           -------        --------
Accumulated other
  comprehensive loss              $(6,770)          $(7,246)              -
                                  ========          ========        ========
</TABLE>




















                                 9



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

                    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 4 - Intangible Assets and Goodwill

     The Company  adopted  Statement  of Financial  Accounting  Standard No 142,
"Goodwill and Other Intangible Assets",  (SFAS 142) effective November 30, 2002.
In accordance  with SFAS 142,  goodwill and  intangible  assets with  indefinite
useful  lives will no longer be  amortized,  but instead  will be  measured  for
impairment at least annually,  or when events  indicate that impairment  exists.
Intangible  assets that are determined to have finite useful lives will continue
to be amortized over their useful lives.

     As required by SFAS 142, the Company performed impairment tests on goodwill
and other indefinitely lived intangible assets,  which consisted only of certain
trademarks,  as of November 30, 2002. As a result of this  testing,  the Company
does not believe that the carrying value of goodwill or any  indefinitely  lived
intangible assets have been impaired.

     The following table summarizes the Company's intangible assets and goodwill
balances:

<TABLE>
                               Intangible assets not subject to amortization
                               ------------------------------------------------
<CAPTION>
                                                  Trademark
                                  Goodwill         Rights           Total
-------------------------------------------------------------------------------
May 30, 2003                                   (In Thousands)
<S>                               <C>             <C>             <C>
  Gross carrying amount           $3,073          $2,980          $6,053
  Accumulated amortization       $(2,165)        $(1,290)        $(3,455)
November 29, 2002
  Gross carrying amount           $3,048          $2,980          $6,028
  Accumulated amortization       $(2,165)        $(1,290)        $(3,455)
May 31, 2002
  Gross carrying amount           $2,748          $2,980          $5,728
  Accumulated amortization       $(2,101)        $(1,221)        $(3,322)
</TABLE>

     Amortization  expense,  which is  included  in selling  and  administrative
expenses, was $0 and $67,000 for the three-month periods and $0 and $135,000 for
the  six-month  periods ended May 30, 2003 and May 31, 2002,  respectively.  The
estimated amortization expense for intangible assets for future periods is zero,
because  the Company  does not have any  intangible  assets  with finite  useful
lives.

     The results for the three-month and six-month periods ended May 31, 2002 do
not reflect  the  provisions  of SFAS 142.  Net income for the  three-month  and
six-month periods was $11,572 and $19,111, respectively. Had the Company adopted
SFAS 142 on December 1, 2001, for the  three-month  and six-month  periods ended
May 31,  2002,  we would have  recorded  net income of $11,616  and $19,200 as a
result of not recording amortization. Basic and diluted earnings per share would
not have changed.







                                                10


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

                    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 5 - Guarantees

     The Company adopted Financial Accounting Standards Board Interpretation No.
45 "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect  Guarantees  of  Indebtedness  of  Others"  an  interpretation  of FASB
Statements No. 5, 57, and 107 and rescission of FASB  Interpretation No. 34 (FIN
45) during the first quarter of fiscal 2003. This  interpretation  clarifies the
requirements of FASB Statement No. 5, "Accounting for Contingencies" relating to
the guarantor's accounting for, and disclosure of, the issuance of certain types
of guarantees.  The  provisions  for initial  recognition  and  measurement  are
effective  on a  prospective  basis for  guarantees  that are issued or modified
after December 31, 2002.

     Prior to December  31,  2002,  the Company  entered into a guarantee of the
lease payment of a storefront  located in New York,  New York for a third party.
The storefront is used to support the marketing of one of the Company's  product
lines.  The  guarantee,  which runs for five years could  require the Company to
make annual payments in the amount of $50,000.  The Company has not recorded any
liability  related  to  this  guarantee  because  we do not  believe  that it is
probable that any payments will be required.


Note 6 - Subsequent Event

     During June 2003 the Company and Tommy Hilfiger  Licensing,  Inc. agreed on
terms and conditions for the extension of the footwear  licensing  agreement for
the United States through March 2007.  Terms and  conditions  are  substantially
similar to the prior  agreement.  The  licensing  agreement was due to expire in
March 2004.
























                                       11


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

Overview
--------

     The following discusses The Stride Rite Corporation's results of operations
and liquidity and capital resources. The discussion,  including known trends and
uncertainties  identified by management,  should be read in conjunction with the
condensed consolidated financial statements and related notes.

     This Form 10-Q contains  forward-looking  statements  within the meaning of
the  Private  Securities  Litigation  Reform Act of 1995 and  Section 21E of the
Securities  Exchange Act of 1934. We caution investors that any  forward-looking
statements  presented in this report and presented  elsewhere by management from
time to time are based on  management's  beliefs  and  assumptions  made by, and
information   currently   available  to,   management.   When  used,  the  words
"anticipate", "believe", "expect", "intend", "may", "might", "plan", "estimate",
"project",  "should",  "will be", "will result" and similar expressions which do
not relate solely to historical matters are intended to identify forward-looking
statements.  Such statements are subject to risks, uncertainties and assumptions
and are not guarantees of future performance, which may be affected by known and
unknown risks,  trends,  uncertainties  and factors that are beyond our control.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those   anticipated,   estimated  or  projected.   We  expressly   disclaim  any
responsibility to update forward-looking statements.  Accordingly,  past results
and trends  should not be used by  investors  to  anticipate  future  results or
trends.

     Risks and  uncertainties  that may affect future  performance  are detailed
from time to time in reports filed by the Company with the SEC,  including Forms
10-Q and 10-K, and include, among others, the following: international, national
and local  general  economic and market  conditions;  the size and growth of the
overall footwear and general retail market; intense competition among designers,
marketers, distributors and sellers of footwear; demographic changes; changes in
consumer  fashion  trends  that may  shift to  footwear  styling  not  currently
included in our product lines;  popularity of particular  designs and categories
of  products;  seasonal  and  geographic  demand  for  the  Company's  products;
difficulties  in anticipating  or forecasting  changes in consumer  preferences;
delays in the opening of new stores; difficulties in implementing, operating and
maintaining the Company's complex information  systems and controls,  including,
without limitation,  the systems related to the Company's retail stores, systems
related to demand and supply planning,  and inventory control;  interruptions in
data and  communications  systems;  fluctuations  and  difficulty in forecasting
operating results; the ability of the Company to sustain, manage or forecast its
growth and inventories;  the size,  timing and mix of purchases of the Company's
products; the underperformance or delay of new products; the possible failure to
retain the Tommy Hilfiger  footwear  license;  the ability to secure and protect
trademarks, patents and other intellectual property; performance and reliability
of  products;  customer  service;  adverse  publicity;  the loss of  significant
suppliers or customers, such as department stores and specialty retailers, the


                                       12


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

consolidation  or   restructuring   of  such  customers,   including  large
department stores, which may result in unexpected store closings;  dependence on
China manufacturing;  the ability to secure raw materials;  delays and increased
costs of freight and  transportation to meet delivery  deadlines;  the impact on
product  development  or  manufacturing  as  a  result  of  SARS  (Severe  Acute
Respiratory  Syndrome) or other such health risks;  changes in business strategy
or development  plans;  general risks associated with doing business outside the
United States, including, without limitation, import duties, tariffs, quotas and
political  and  economic  instability;  acts  of war or  terrorism;  changes  in
government regulations; liability and other claims asserted against the Company;
the  ability  to attract  and  retain  qualified  personnel;  and other  factors
referenced or incorporated by reference in this report and other reports.

     The risks included here are not  exhaustive.  Other sections of this report
may include  additional  factors  which  could  adversely  affect the  Company's
business and financial  performance.  Moreover,  the Company  operates in a very
competitive and rapidly changing environment.  New risk factors emerge from time
to time and it is not possible for  management to predict all such risk factors,
nor can it assess the impact of all such risk factors on the Company's  business
or the extent to which any factor,  or combination of factors,  may cause actual
results  to  differ  materially  from  those  contained  in any  forward-looking
statements.  Given these  risks and  uncertainties,  investors  should not place
undue reliance on forward-looking statements as a prediction of actual results.

     The Company  discussed a number of significant  trends and specific factors
affecting  the footwear  industry in general and our business in  particular  in
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations",  Item 7 of our Annual Report on Form 10-K for the fiscal year 2002.
Those trends and factors  continue to be relevant to the  Company's  performance
and financial condition.

Critical Accounting Estimates
-----------------------------

     The  preparation  of  financial   statements  and  related  disclosures  in
conformity with accounting  principles  generally  accepted in the United States
requires management to make judgments, assumptions and estimates that affect the
amounts  reported.  Please  refer  to  the  discussion  of  critical  accounting
estimates in the Company's Annual Report on Form 10--K for the fiscal year ended
November 29, 2002 for additional information.

Contingencies
-------------

     The sale of Tommy Hilfiger branded footwear is a significant portion of our
business.  The Tommy  Hilfiger  footwear  sales are  contingent on our licensing
agreement with Tommy Hilfiger  Licensing,  Inc. During June 2003 the Company and
Tommy Hilfiger Licensing,  Inc. agreed on terms and conditions for the extension
of the footwear  licensing  agreement for the United States  through March 2007.
Terms and  conditions  are  substantially  similar to the prior  agreement.  The
licensing agreement was due to expire in March 2004.


                                       13


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

Results of Operations
---------------------

      The following table summarizes the Company's performance for the second
quarter and first six months of fiscal 2003 as compared to the results for the
same periods in fiscal 2002:

<TABLE>
Increase (Decrease) Percent vs. 2002 results:
---------------------------------------------
<CAPTION>
                                           Second Quarter      Six Months
                                           --------------      ----------
<S>                                             <C>                <C>
Net sales                                       (1.4%)             3.2%
Gross profit                                     4.3%              8.0%
Selling and administrative expenses              7.3%              9.0%
Operating income                                (2.6%)             5.2%
Income before income taxes                       1.6%              9.8%
Net income                                      (3.1%)             4.9%
</TABLE>

<TABLE>
Operating Ratios as a Percent to Net Sales:
-------------------------------------------
<CAPTION>
                                         Second Quarter       Six Months
                                       ------------------  ------------------
                                          2003    2002       2003     2002
                                       --------  --------  --------  --------

<S>                                       <C>       <C>      <C>       <C>
Gross profit                              39.5%     37.3%    38.8%     37.1%
Selling and administrative expenses       28.5%     26.2%    28.8%     27.3%
Operating income                          11.0%     11.1%    10.0%      9.8%
Income before income taxes                11.5%     11.2%    10.4%      9.8%
Net income                                 7.3%      7.4%     6.5%      6.4%
</TABLE>

Second Quarter 2003 Compared to the Second Quarter 2002
-------------------------------------------------------

Net Sales
---------

     During the second quarter of fiscal 2003,  consolidated net sales decreased
$2.2 million to $154.3  million,  or 1.4% below the sales level  realized in the
second  quarter of fiscal 2002.  Wholesale net revenues  decreased  7.0% for the
second  quarter of 2003,  while overall retail sales were up 14.6% when compared
to the same period in the prior year. Unit shipments of current line merchandise
for the  wholesale  brands  during the second  quarter  were 5.2% lower than the
comparable  period in fiscal 2002. The Company's  average first quality  selling
price was lower for the second  quarter of 2003,  decreasing  6.7% from the same
period last year.

     First quality  wholesale  gross sales for the second  quarter  decreased by
$12.2 million,  or 11.2% lower than the wholesale  gross sales level achieved in
the same quarter in the prior year. As compared to last year's  second  quarter,
the Company  increased its sale of closeout items,  while sales of special shoes
for key  accounts  decreased.  Retail  store sales were up  significantly,  $5.1
million versus the sales levels recorded in the second quarter of fiscal 2002.

                                       14


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS


     Sales of the Stride  Rite  Children's  Group  during the second  quarter of
fiscal  2003 were $58.6  million,  4.0% higher than the same period in the prior
fiscal year.  Sales to independent  retailers  decreased 12.3% during the second
quarter as compared to the same quarter last year. This decrease was principally
attributable  to  overall  retailer  weakness,  with the  greatest  declines  in
licensed dealers and small independent  accounts.  The Tommy Hilfiger children's
products, now developed,  marketed and sold by the Stride Rite Children's Group,
performed significantly better than the Stride Rite brand products. Sales levels
for the  Children's  Group's  retail  stores were up  significantly,  increasing
14.4%,  when comparing the second quarters of fiscal years 2003 and 2002.  Sales
at comparable  Children's  Group retail stores (stores open for 52 weeks in each
fiscal  year)  increased  9.0%  for the  second  quarter  of  fiscal  2003.  The
comparable  stores  category  contained a greater  proportion of recently  added
stores in the second  quarter of fiscal 2003 than the prior year.  At the end of
the second quarter of fiscal 2003, the Stride Rite Children's Group operated 230
stores. This is an increase of 22 stores, or 11% from the end of the same period
in the prior year.  Current  plans call for the opening of fewer than ten stores
during the 2003 fiscal year. The rate of new store openings has been slowed this
year in an effort to concentrate our efforts on optimizing business  performance
in our new and existing stores.

     Sales of the Keds division were $50.2 million  during the second quarter of
fiscal 2003, a decrease of 9.7% as compared to the results of the same period in
the prior year.  Despite good retailer sell-in of the Keds repositioned  product
line during the first quarter of fiscal 2003, the corresponding  sell-through of
the  product  line in the  second  quarter,  was not strong  enough to  generate
reorder levels consistent with the prior year. This lack of retail sell through,
combined  with the  generally  poor  sales  trend in canvas  products,  were the
principal drivers of the Keds quarter to quarter sales decrease.

     Sales of Tommy  Hilfiger  men's and women's  footwear  products  during the
second  quarter of the fiscal year were $24.1  million,  a decrease of 6.3% from
the second quarter of 2002. The Pro-Keds product line sales are reported as part
of Tommy  Hilfiger  Footwear's  results,  although their sales are not currently
significant.

     Sales of Sperry Top-Sider products during the second quarter of fiscal 2003
were $18.5 million, an increase of 7.7% from the same quarter in the prior year.
Strong  performance  boat shoe shipments were the principal reason for the sales
increase.

     Sales of the Stride Rite  International  division during the second quarter
of fiscal 2003 were $5.6  million,  a decrease of 4.2% versus last year's second
quarter.  Shortfalls in sales to South  America were the primary  reason for the
year-to-year sales decrease.




                                       15


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

Gross Profit
------------

     During the second  quarter of fiscal 2003,  the  Company's  gross profit of
$61.0 million  increased $2.5 million or 4.3% above the amount  recorded  during
fiscal year 2002's second  quarter.  The lower level of first quality  wholesale
sales  reduced  gross  profit by $2.2  million.  Also,  the lower  gross  profit
performance  on closeout  sales  reduced  gross  profit by $1.1  million and the
effect  of  LIFO  and  inventory  capitalization  reduced  gross  profit  by  an
additional  $1.1  million.  These  declines  were offset by an  additional  $3.5
million of gross  profit  associated  with the higher  level of retail sales and
$2.3  million  due to  lower  obsolescence  costs  primarily  due to the  better
performance of closeout activity in the Keds division. The gross profit rate for
fiscal 2003's second  quarter  improved 220 basis points to 39.5% as compared to
the 37.3% rate achieved in the prior year's second quarter. Higher initial gross
profit  margins and lower  inventory  obsolescence,  in addition to the relative
growth in company  owned retail  store  sales,  which have a higher gross profit
percentage,  were the principal  reasons for the higher gross profit rate in the
second quarter of 2003 as compared to last year.

Operating Costs
---------------

     During  the second  quarter  of fiscal  2003,  selling  and  administrative
expenses were $44.0 million,  an increase of $3.0 million or 7.3% as compared to
the second quarter of fiscal 2002. As a percent of sales,  operating  costs were
28.5 % in the second  quarter of fiscal 2003 versus 26.2% in the second  quarter
of fiscal 2002.  The most  significant  factor causing the increase in operating
costs  was the $2.1  million  increase  in year to year  retail  store  expenses
related to the large number of stores  opened during the second half of the 2002
fiscal year and the  carryover of these added costs into fiscal 2003.  This is a
continuation  of the trend  seen in the first  quarter of fiscal  2003.  Pension
expense in the second  quarter  increased  $0.7 million  versus the prior year's
second quarter. Also adding to the second quarter year-to-year increase was $1.5
million of higher  advertising  costs in fiscal 2003,  with most of the increase
occurring in the Keds division.


Other Income (Expense)
----------------------

     Other  income  (expense)  increased  pre-tax  income by $0.8 million in the
second quarter of fiscal 2003. This compares  favorably to the increase in other
income  (expense)  of  $0.1  million  in the  second  quarter  of  fiscal  2002.
Investment  income of $0.9 million  increased $0.5 million in the second quarter
of fiscal  2003 as  compared  to the same  quarter  last  year.  The sale of our
minority stake in a Thailand  factory joint venture  resulted in a $750,000 gain
in the 2003 second quarter.  Higher average  investments  were not sufficient to
offset lower average interest rates.  Interest expense decreased $0.1 million in
the second quarter of fiscal 2003 as compared to the prior year, principally due
to the lack of short-term borrowings during the second quarter of 2003.

                                       16


<PAGE>



PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

Income Taxes
------------

     The provision for income taxes increased $0.6 million in the second quarter
of fiscal 2003 as  compared to last year's  second  quarter.  The  increase  was
mainly due to the effect of a higher effective income tax rate on higher pre-tax
income.  In the second quarter of fiscal 2003, the effective income tax rate was
37.0%,  as compared to 33.9% in 2002.  Our  effective tax rate in fiscal 2003 is
expected  to  increase  for the  year as the  prior  year's  lower  tax rate was
affected by  reductions in previously  established  tax accruals,  which were no
longer needed. We are not anticipating any further reductions in our current tax
rate related to prior year tax accruals.


Net Income
----------

     Net income  for the second  quarter  of fiscal  2003 was $11.2  million,  a
decrease  of $0.4  million,  or 3.1% as compared to the same period in the prior
fiscal  year.  The increase in gross  profit was not  sufficient  to offset both
higher  selling and  administrative  expenses and a higher  provision for income
taxes. The Company's return on net sales of 7.3% in the second quarter of fiscal
2003 was slightly below the 7.4% return on net sales for the prior year's second
quarter.


First Six Months 2003 Compared to the First Six Months 2002:
-----------------------------------------------------------

Net Sales
---------

     Net sales for the first six months of fiscal 2003 increased $9.4 million or
3.2%  above the net sales  level for the same  period of fiscal  2002.  Revenues
related  to the  Company's  wholesale  brands  increased  $2.5  million or 1.0%.
Overall  retail  sales  increased  8.4% when  compared to the same period in the
prior year. Unit shipments of current line  merchandise for the wholesale brands
during the first six months were 1.8%  higher than during last year's  first six
months.  The Company's  average first quality selling price was lower during the
first six months of fiscal  2003,  decreasing  by 4.3% from the same period last
year.

     First quality  wholesale gross sales for the first six months  decreased by
$5.4 million,  or 2.5% less than the  wholesale  gross sales level for the prior
year's first six months.  Both closeout sales and special shoes for key accounts
increased as compared to last year.  The increases in closeout sales and special
shoes for key accounts  were  sufficient to offset the decrease in first quality
sales and when combined  with fewer  returns,  were the primary  reasons for the
increase in wholesale net sales.  Strong retail sales  comparisons to last year,
increasing  $5.2  million  or 8.4% for the first six  months,  also added to the
increase in net sales.



                                       17


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

     Sales of the Stride Rite  Children's  Group during the first half of fiscal
2003 were $112.8  million,  3.1% higher than the same period in the prior fiscal
year. Sales to independent  retailers  decreased 3.2% in the first six months of
fiscal 2003 compared to last year. Increased sales of both Munchkin products and
Tommy  Hilfiger  children's  shoes were not sufficient to offset the decrease in
Stride Rite brand footwear. Sales levels of the Children's Group's retail stores
were up 8.3% for the first half of fiscal 2003 as  compared to the prior  fiscal
year.  Sales at comparable  Children's  Group retail stores  (stores open for 52
weeks in each fiscal year)  increased  2.4% for the first two quarters of fiscal
2003. Strong comparable performances at many of our recently added stores were a
major reason for this increase.

     Sales of the Keds division were $105.8  million for the first six months of
fiscal 2003.  This is a decrease of 1.9% versus the same period last year.  This
decrease was primarily the result of weak second quarter retailer  sell-through,
which offset the sales gains from the first  quarter of fiscal  2003.  The first
half net sales  performance  was also  affected by weaker  sales of  Grasshopper
products.  Offsetting  these decreases were closeout sales and special shoes for
key accounts which were up significantly versus last year's first six months.

     Sales of Tommy  Hilfiger  men's and women's  footwear  products  were $48.9
million for the first half of fiscal  2003,  an  increase  of 11.6%  versus last
year's first half.  This  increase was driven by their very strong first quarter
sales performance.  Increased closeout sales, along with increased special shoes
for key  accounts,  were the major  reasons for the  six-month  sales  increase.
Continued  expansion of retail  channels has also  contributed to the first half
sales improvement versus last year.

     Sales of Sperry  Top-Sider  products  during the first six months of fiscal
2003 were $32.9  million,  an  increase  of 10.8% as  compared  to the first six
months of fiscal 2002. Strong sales of performance  products across both genders
and the continued increase in sales of women's products were the primary reasons
for the sales increases for the first half versus last year.

     Sales of the Stride Rite International division during the first six months
of fiscal 2003 were $11.8 million,  a decrease of 15.1% versus the first half of
fiscal 2002.  Continued  weakness in the global  economy,  particularly in South
America, negatively impacted their six-month results.


Gross Profit
------------

     During the first half of fiscal 2003, the Company's  gross profit of $119.0
million  increased  by $8.8  million or 8.0% as compared to the amount  recorded
during the first half of fiscal  2002.  The gross  profit rate for the first six
months of fiscal  2003  improved  170 basis  points to 38.8% as  compared to the
37.1% rate achieved in the prior year's first six months. An increase




                                       18


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS


in overall  wholesale  sales for the first six months  with a higher  gross
profit percentage added $1.9 million to the six-month gross profit  comparisons.
Also, a reduction of  obsolescence  costs of $3.5 million due to better closeout
performance in Keds and Tommy Hilfiger, combined with $3.4 million of additional
gross margin from retail store sales were the principle reasons for the increase
in year-to-year gross profit  comparisons.  The growing importance of the retail
store business continues to positively impact gross profit comparisons.


Operating Costs
---------------

     During  the first six months of fiscal  2003,  selling  and  administrative
expenses were $88.4 million,  an increase of $7.3 million or 9.0% as compared to
the same period in the prior year. As a percent of sales,  operating  costs were
28.8% for the first  half of 2003 and 27.3% for the first  half of fiscal  2002.
Increased  advertising costs of $2.4 million and higher retail store expenses of
$2.5 million were the primary reasons for the increase from 2003 to 2002. A $1.4
million  increase in pension  expense  also  contributed  to the higher costs in
2003.


Other Income (Expense)
----------------------

     Other income  (expense)  increased  pre-tax  income by $1.3 million for the
first six months of fiscal  2003.  This  compares  favorably  to the decrease in
other  income  (expense)  of $0.1  million for the same  period of fiscal  2002.
Investment  income of $1.6 million  increased  $0.9 million in the second fiscal
quarter of 2003 as compared to the same quarter last year.  The $750,000 gain on
the sale of our interest in the Thailand  factory  joint  venture,  as well as a
gain on a prior year investment,  were the major reasons for the increase versus
prior year.  Higher  average  investments  were not able to offset lower average
interest rates. Interest expense decreased $0.4 million in the second quarter of
fiscal  2003 as compared  to the prior  year,  principally  due to the fact that
there were no short-term borrowings during the second quarter of 2003.

Income Taxes
------------

     The provision for income taxes  increased $1.9 million in the first half of
fiscal 2003 as compared to last year's first half. The increase in the provision
for income taxes was due to the  combination  of a higher  effective  income tax
rate being applied to an increase in income  before income taxes.  The effective
income tax rate for the first half of fiscal 2003 was 37.2%,  as compared to the
34.2% rate for the first half of fiscal 2002.  The effective  income tax rate in
fiscal 2003 is expected to increase  versus last year  because the prior  year's
lower  tax rate  was  affected  by  reductions  in  previously  established  tax
accruals,  which  were  no  longer  needed.  We do not  anticipate  any  further
reductions in our current tax rate related to prior year tax accruals.

                                       19


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

Net Income
----------

     Net income for the first six months of fiscal  2003 was $20.0  million,  an
increase  of $0.9  million,  or 4.9% as compared to the same period in the prior
fiscal year.  For the first half of the 2003 fiscal year,  the increase in gross
profit  resulting from the greater sales and higher gross profit  percentage was
somewhat  offset by both  increased  selling and  administrative  expenses and a
larger provision for income taxes. The Company's return on net sales of 6.5% for
the first half of fiscal  2003 was  slightly  better than the 6.4% return on net
sales for the prior year's first half.

Liquidity and Capital Resources
-------------------------------

     At the end of the  first  half of  fiscal  2003,  our  balance  sheet had a
current ratio (total current assets divided by total current liabilities) of 4.9
to 1 with no debt.  Our cash and cash  equivalents  totaled $81.5 million at May
30, 2003, an increase of $14.1 million from the total cash and cash  equivalents
of $67.4 million at the end of the first half of 2002. The Company  utilizes its
$75 million revolving credit facility to fund seasonal working capital needs. No
borrowings  under this line of credit were outstanding as of May 30, 2003 or May
31, 2002.

     During the first half of fiscal  2003,  $15.3  million of cash was provided
from  operations.  This positive cash flow amount was below the $22.0 million of
cash provided  from  operations in the prior year's first half. At May 30, 2003,
accounts  receivable and inventory levels totaled $146.8 million,  a decrease of
$11.2  million or 7% below the $158.0  million  level at May 31, 2002.  Accounts
receivable at the end of the first half of 2003  decreased  $10.6 million or 13%
compared  to the prior  year.  This  compares  favorably  to the 7%  decrease in
wholesale sales for the second quarter of fiscal 2003. Day's sales  outstanding,
which is a measure of the length of the collection  period,  were 40 days at the
end of the first half,  a reduction  of 11 days from the same point in the prior
year.  Inventories were slightly lower at the end of the second quarter of 2003,
down $0.6 million or less than one percent from the 2002 level.

     Additions to property and  equipment  totaled $3.5 million in the first six
months  of  fiscal  2003.  This was $3.2  million  below  the  level of  capital
expenditures  in the same  period in the prior  year.  The  decrease  in capital
purchases  is  primarily  related to the lower level of  spending  caused by the
reduction in new store openings during the 2003 fiscal year. The Company expects
that all capital purchases during fiscal 2003 will be provided for with internal
funds. If business  conditions change and do not allow for internal funding,  we
will re-evaluate our plans for capital  spending.  We currently  anticipate that
contributions to the Company's  defined benefit pension plan in fiscal 2003 will
total $4 million.





                                       20


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

     During  the  first  half  of  fiscal  2003  we  returned  $5.6  million  to
shareholders through share repurchases and cash dividends. We spent $1.7 million
to repurchase  216,000 common shares under our share repurchase  program.  As of
May 30,  2003,  we have 4.0 million  shares  remaining  on our share  repurchase
authorization.  We expect  to  continue  to  purchase  shares  opportunistically
through the remainder of the fiscal year.

     At the  end of the  first  half  of the  2003  fiscal  year  there  were no
borrowings   outstanding  under  the  Company's  $75  million  revolving  credit
facility.  This is  consistent  with the level of  borrowings  at the end of the
first half of fiscal 2002.  During the first six months of fiscal 2003,  we have
not  utilized  any of the  available  credit  under the  revolving  credit line.
Borrowings were not required during the first half primarily  because we entered
the year  with no  outstanding  debt and  because  we have  been  successful  in
managing both our inventory levels and accounts receivable  balances.  As of May
30, 2003,  letters of credit  totaling  $48.4 million were  outstanding  for the
purchase of inventories. All letters of credit generally expire within one year.


































                                       21


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

ITEM 4.     CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

     Within the 90 days prior to the date of this  report,  the Company  carried
out an  evaluation  under  the  supervision  and with the  participation  of the
Company's management,  including the Company's Chief Executive Officer and Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of the
Company's  disclosure  controls and procedures pursuant to the Exchange Act Rule
13a-15.  Based  upon that  evaluation,  the Chief  Executive  Officer  and Chief
Financial  Officer  concluded  that  the  Company's   disclosure   controls  and
procedures  are  effective  in  timely  alerting  them to  material  information
relating to the Company (including its consolidated subsidiaries) required to be
included in the  Company's  periodic  filings with the  Securities  and Exchange
Commission.

(b) Changes in internal controls.

      None.




































                                      22


<PAGE>



PART II - OTHER INFORMATION

                           THE STRIDE RITE CORPORATION

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


     The Annual  Meeting  of the  Company's  shareholders  was held on April 10,
2003. The three  directors  nominated by management were elected by the vote set
forth below:

                                                Votes
                                       ------------------------
         Name of Director                 For      Withheld
         ----------------              ------------------------
         David M. Chamberlain          35,722,196      783,402
         Shira D. Goodman              35,855,681      649,917
         Myles J. Slosberg             25,952,359   10,553,239

The Company's other directors, whose term of office continues after the 2003
stockholders' meeting, are as follows:

                              Christine M. Cournoyer
                              Donald R. Gant
                              Frank R. Mori
                              Bruce Van Saun


The Company's shareholders also ratified the Company's selection of
PricewaterhouseCoopers LLP as auditors of the Company for the 2004 fiscal year
by the vote set forth below:


                     Votes
         ---------------------------------------------------
               For                  Against    Abstentions
               ---                  -------    -----------
            35,443,426            1,014,422      47,750



The shareholders voted in favor of a proposal requesting that the directors
consider and act upon to approve an amendment to the 1998 Non-Employee Director
Stock Ownership Plan, by the vote set forth below:

                     Votes
         ---------------------------------------------------
               For                  Against    Abstentions
               ---                  -------    -----------
           32,539,456            2,225,483      1,740,659

The shareholders voted against a proposal regarding global human rights
standards, by the vote set forth below:

                     Votes
         ---------------------------------------------------
                                                              Broker
               For                  Against    Abstentions   Non-Vote
               ---                  -------    -----------   --------
            2,275,114            25,172,346     2,131,774    6,926,364




                                       23


<PAGE>



PART II - OTHER INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K


         (a)    Exhibits. The following exhibits are contained in this report:

                None

         (b)    Reports on Form 8-K

                There were no reports filed on Form 8-K during the most recent
                quarterly period.








































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<PAGE>


                           THE STRIDE RITE CORPORATION

                                   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 duly authorized.
                                    THE STRIDE RITE CORPORATION
                                  (Registrant)



Date:  July 10, 2003                By:  /s/ Frank A. Caruso
                                    --------------------------
                                      Frank A. Caruso
                                      Chief Financial Officer








































                                       25


<PAGE>


I, David M. Chamberlain, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q for the period ending
      May 30, 2003 of The Stride Rite Corporation;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

a.    designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this quarterly report is being
      prepared;
b.    evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the "Evaluation Date"); and
c.    presented in this quarterly report our conclusions about the effectiveness
      of the disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

a.    all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and
b.    any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.


Date:  July 10, 2003                     /s/ David M. Chamberlain
       -------------                     --------------------------------------
                                         David M. Chamberlain, Chairman & CEO

                                       26


<PAGE>


I, Frank A. Caruso, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q for the period ending
      May 30, 2003 of The Stride Rite Corporation;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

a.    designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this quarterly report is being
      prepared;
b.    evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the "Evaluation Date"); and
c.    presented in this quarterly report our conclusions about the effectiveness
      of the disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

a.    all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and
b.    any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.


Date:  July 10, 2003                     /s/ Frank A. Caruso
       -------------                     ---------------------------------------
                                         Frank A. Caruso,
                                         Chief Financial Officer

                                       27