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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 March 4, 2005

( )   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


     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  reports),  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 Rule 12b-2 of the Exchange Act).

          Yes(X)          No ( )

     As of April 6, 2005,  36,209,673  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>
                                    March 4,                      February 27,
                                      2005          December 3,      2004
                                   (Unaudited)         2004       (Unaudited)
                               ---------------   --------------  --------------
  Assets

  Current Assets:
     Cash and cash
<S>                                  <C>              <C>             <C>
       equivalents                   $24,222          $20,005         $14,983

     Marketable securities            20,400           70,850          52,850

     Accounts and notes
       receivable, net                90,257           47,730          88,487

     Inventories                      94,785           87,790          83,355

     Deferred income taxes            12,816           13,123          14,393

     Other current assets             18,372           15,681          15,438
                                     -------          -------         -------

     Total current assets            260,852          255,179         269,506

  Property and equipment, net         52,708           54,246          59,373

  Other assets                        13,795           11,871          14,266
                                    --------         --------        --------

     Total assets                   $327,355         $321,296        $343,145
                                    ========         ========        ========
</TABLE>

















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


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

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

<CAPTION>
                                    March 4,                       February 27,
                                      2005        December 3,         2004
                                  (Unaudited)        2004          (Unaudited)
                               ---------------  --------------   --------------

  Liabilities and Stockholders' Equity

  Current Liabilities:
<S>                                   <C>             <C>              <C>
     Accounts payable                 $19,556         $21,046          $13,215
     Income taxes payable              19,019          15,316           20,305
     Accrued expenses and other
       liabilities                     19,355          21,377           22,178
                                      -------         -------          -------
     Total current liabilities         57,930          57,739           55,698

  Deferred income taxes                   487             487              381
  Pension obligation and other
       long-term liabilities           16,164          16,208           13,145

  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
       Shares outstanding -
        36,062,434 on March 4,
        2005, 35,907,478 on
        December 3, 2004 and
        39,495,156 on February
        27, 2004

     Capital in excess of par
        value                          15,168          15,969           16,143

    Retained earnings                 440,497         434,147          421,496
    Accumulated other
        comprehensive loss             (9,153)         (9,398)          (7,800)
     Less cost of 20,884,110
        shares of common stock
        held in treasury
        (21,039,066 on December
        3, 2004 and 17,451,388
        on February 27, 2004)        (207,975)       (208,093)        (170,155)
                                     ---------       ---------        ---------
     Total stockholders' equity       252,774         246,862         273,921
                                     ---------       ---------        ---------

     Total liabilities and
        stockholders' equity         $327,355        $321,296        $343,145
                                     =========       =========       =========
</TABLE>



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


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION
<TABLE>
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
          For the three months ended March 4, 2005 and February 27, 2004
                     (In Thousands, Except Per Share Data)

<CAPTION>
                                                2005            2004
                                             --------        ---------

<S>                                          <C>             <C>
Net sales                                    $150,591        $136,134

Cost of sales                                  90,059          83,121
                                             --------        --------

Gross profit                                   60,532          53,013

Selling and administrative expenses            47,451          41,340
                                             --------        --------

Operating income                               13,081          11,673


Investment income                                 300             571
Interest expense                                  (81)            (74)
Other expense, net                                (57)            (78)
                                             ---------       ---------


Income before income taxes                     13,243          12,092

Provision for income taxes                      5,082           4,608
                                             --------        --------

Net income                                   $  8,161        $  7,484
                                             ========        ========

Net income per common share:
   Diluted                                   $    .22        $    .19
                                             ========        ========
   Basic                                     $    .23        $    .19
                                             ========        ========

Dividends per common share                   $    .05        $    .05
                                             ========        ========

Average common shares used in per share
   computations:
   Diluted                                     36,963          40,325
                                             ========        ========
   Basic                                       36,007          39,420
                                             ========        ========
</TABLE>







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



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION
<TABLE>
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
          For the three months ended March 4, 2005 and February 27, 2004
                           (Dollars in Thousands)

<CAPTION>
                                                        2005             2004
                                                  --------------   -------------
Cash flows from operating activities:
<S>                                                   <C>               <C>
   Net income                                         $8,161            $7,484
   Adjustments to reconcile net income to net
     cash used for operations:
   Depreciation and amortization                       3,145             3,227
   Deferred income taxes                                 307                 -
   Compensation expense related to stock plans           119                 -
   Gain related to long-term investments                 (61)                -
   (Gain)loss on disposals of property and
     equipment                                           (35)               34
   Changes in:
      Accounts and notes receivable                  (42,601)          (37,482)
      Inventories                                     (7,014)           (1,458)
      Other current assets                               313             5,323
      Other current liabilities                          135            (8,462)
      Other long-term assets                          (1,925)               49
      Other long-term liabilities                        (44)                -
   Contribution to pension plan                       (3,000)           (1,000)
                                                     --------          --------
      Net cash used in operating activities          (42,500)          (32,285)
                                                     --------          --------

Cash flows from investing activities:
   Additions to property and equipment                (1,573)           (1,832)
   Investments in marketable securities
     available for sale                               (9,725)          (10,800)
   Proceeds from sale of marketable securities
     available for sale                               60,175            50,100
   Distributions from long-term investments               61                 -
                                                     -------           -------
      Net cash provided from investing activities     48,938            37,468
                                                     -------           -------

Cash flows from financing activities:
   Proceeds from sale of stock under stock plans       4,984             1,810
   Cash dividends paid                                (1,795)           (1,967)
   Repurchase of common stock                         (5,692)           (1,130)
                                                     --------          --------
      Net cash used in financing activities           (2,503)           (1,287)
                                                     --------          --------

Effect of exchange rate changes on cash and
      cash equivalents                                   282               (35)

Net increase in cash and cash equivalents              4,217             3,861

Cash and cash equivalents at beginning of the
   period                                             20,005            11,122
                                                     -------           -------

Cash and cash equivalents at end of the period       $24,222           $14,983
                                                     =======           =======
</TABLE>




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



<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 March 4, 2005 and February 27,
2004 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. The results of operations for the periods ended March 4, 2005 and
February 27, 2004 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  with  the  Securities  and  Exchange   Commission   audited
consolidated  financial  statements  for the year ended December 3, 2004 on Form
10-K,   which  included  all  information  and  footnotes   necessary  for  such
presentation.

     In the first  quarter  of fiscal  2005 the  Company  concluded  that it was
appropriate  to  classify  its auction  rate  securities  as current  marketable
securities. These securities are considered available for sale. Previously, such
securities had been classified as cash and cash  equivalents.  Accordingly,  the
Company has revised the  classification in all periods presented to report these
securities as  short-term  marketable  securities in its condensed  consolidated
balance  sheets.  The Company  has also made  corresponding  adjustments  to its
condensed  consolidated  statements of cash flows to reflect the gross purchases
and sales of these securities as investing activities rather than as a component
of cash and cash  equivalents.  This  change in  classification  does not affect
previously  reported cash flows from operating or from  financing  activities in
its  condensed  consolidated  statements  of cash flows or  previously  reported
condensed consolidated statements of income.

     Also in the first quarter of fiscal 2005,  the Company  recorded a one-time
non-cash  charge to conform its  accounting  policies  with  generally  accepted
accounting  principles  related  to the  timing  of  rent  expense  for  certain
locations.  Previously,  the Company  followed a practice  prevalent  across the
retailing industry, in which it began recording rent expense at a time the store
opened and the lease term  commenced.  The Company now records rent expense when
it takes  possession  of a store,  which occurs before the  commencement  of the
lease term and  approximately  30 to 60 days prior to the  opening of the store.
This results in an  acceleration  of the  commencement  of rent expense for each
lease, as we will begin  recording rent expense during the  pre-opening  period,
but a reduction in monthly rent  expense,  as the total rent due under the lease
is  amortized  over a greater  number of  months.  Financial  results  for prior
periods will not be restated due to the  immateriality  of these  amounts to the
consolidated  statement  of income and the  consolidated  balance  sheet of each
prior year.  This will not affect  historical or future cash flows or the timing
or  amounts  of  payments  under  related  leases,  as this  related  solely  to
accounting  treatment.  Furthermore,  it is not  expected  to have any  material
impact on future earnings.




<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                                THE STRIDE RITE CORPORATION
                    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     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,
sales returns allowances, markdowns (which reduce revenues), inventory valuation
and income taxes;  assumptions  related to the defined benefit pension plan; and
estimates of future  undiscounted  cash flows on property and equipment that may
be impaired. 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 March 4, 2005,  the Company had 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 December 3, 2004 as contained on
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", (APB 25)and related interpretations.

     In January 2005, the Company issued  performance-based  restricted stock to
certain employees.  These shares have both service and performance criteria that
must be met.  Depending  on the  performance  achievement  level,  the amount of
restricted  stock can be increased up to 150% or decreased to zero. These shares
also earn dividend  equivalents until they vest. The Company accounted for these
shares in accordance with APB 25 and FASB Interpretation No. 28, "Accounting for
Stock  Appreciation  Rights and Other Variable Stock Option or Award Plans" (FIN
28). The Company is recognizing  compensation  expense based on market values at
the end of each quarterly period.


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     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. 148, to stock-based compensation.

<TABLE>
                                              Three Months Ended
                                  --------------------------------------------
<CAPTION>
                                       March 4,              February 27,
                                         2005                    2004
                                  --------------------    --------------------
                                   (In thousands, except for per share data)

<S>                                      <C>                     <C>
Net income, as reported                  $8,161                  $7,484

Add:  Stock-based employee
compensation expense included in
net income, net of related tax
effects                                      83                       -

Deduct:  Total stock-based
employee compensation expense
determined under fair value
based method for all awards, net
of related tax effects                    (497)                   (505)
                                         ------                  ------

Pro forma net income                     $7,747                  $6,979
                                         ======                  ======

Earnings per share:
   Basic - as reported                   $  .23                  $  .19
                                         ======                  ======
   Basic - pro forma                     $  .22                  $  .18
                                         ======                  ======

   Diluted - as reported                 $  .22                  $  .19
                                         ======                  ======
   Diluted - pro forma                   $  .21                  $  .17
                                         ======                  ======
</TABLE>



<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:

<TABLE>
                                                     Three Months Ended
                                            ------------------------------------
<CAPTION>
                                                 March 4,          February 27,
                                                   2005                2004
                                            -----------------     --------------
                                               (In thousands, except per share
                                                            data)

<S>                                              <C>                <C>
Net income                                       $ 8,161            $ 7,484
                                                 =======            =======

Weighted average common shares
outstanding (basic)                               36,007             39,420

Dilutive effect of stock options                     956                905
                                                  ------             ------

Weighted average common shares
outstanding (diluted)                             36,963             40,325
                                                  ======             ======

Earnings per common share:
     Basic                                         $ .23              $ .19
                                                   =====              =====

     Diluted                                       $ .22              $ .19
                                                   =====              =====
</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>
                                                  First Quarter
                                           ----------------------------
<CAPTION>
                                                  2005            2004
                                           ------------    ------------
                                                 (In thousands)
Options to purchase shares of common
<S>                                                <C>             <C>
  stock                                            399             200

</TABLE>


<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:

                                                       Three Months Ended
                                               ---------------------------------
<CAPTION>
                                                  March 4,         February 27,
                                                   2005               2004
                                               --------------     --------------
                                                         (In thousands)

<S>                                                    <C>              <C>
Net income                                             $8,161           $7,484

Other comprehensive income(loss):
Foreign currency translation adjustments                  245               (2)
                                                       ------           -------

Total comprehensive income                             $8,406           $7,482
                                                       ======           ======
</TABLE>



<TABLE>
Components of accumulated other comprehensive loss consist of the following:

<CAPTION>
                                    March 4,        December 3,     February 27,
                                      2005             2004             2004
                                  -------------   --------------   -------------
                                                  (In thousands)
Foreign currency  translation
<S>                                <C>               <C>               <C>
   adjustments                     $    80           $  (165)          $ (219)
Minimum pension liability
   adjustments, net of taxes        (9,233)           (9,233)          (7,581)
                                 ----------       -----------       -  -------
Accumulated other
   comprehensive loss              $(9,153)          $(9,398)         $(7,800)
                                 ==========       ===========         ========
</TABLE>


Note 4 - Intangible Assets and Goodwill

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

<TABLE>
                               Intangible assets not subject to amortization
                               ------------------------------------------------
                                                  Trademark
<CAPTION>
                                  Goodwill         Rights           Total
-------------------------------------------------------------------------------
March 4, 2005                                  (In thousands)
<S>                               <C>             <C>             <C>
  Gross carrying amount           $3,067          $2,980          $6,047
  Accumulated amortization        (2,159)         (1,290)         (3,449)
December 3, 2004
  Gross carrying amount           $3,067          $2,980          $6,047
  Accumulated amortization        (2,159)         (1,290)         (3,449)
February 27, 2004
  Gross carrying amount           $3,068          $2,980          $6,048
  Accumulated amortization        (2,160)         (1,290)         (3,450)
</TABLE>



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 5 - Benefit Plans

     During the first  quarter of fiscal 2004,  the Company  adopted the interim
disclosure  provisions of SFAS No.  132(revised  2003),  "Employers'  Disclosure
about  Pensions  and  Other  Postretirement   Benefits,  an  Amendment  of  FASB
Statements  No. 87, 88 and 106 and a Revision of FASB  Statement  No. 132." This
statement  revises   employers'   disclosures  about  pension  plans  and  other
post-retirement benefit plans.

     The following table  summarizes the components of net periodic benefit cost
for the Company:

<TABLE>
                                                      Three Months Ended
                                              ----------------------------------
<CAPTION>
                                                    2005               2004
                                              ----------------   ---------------
                                                        (In thousands)
<S>                                                  <C>                <C>
Service cost                                         $530               $438
Interest cost                                         955                930
Expected return on assets                         (1,120)              (998)
Net loss recognized                                   505                375
Amortization of prior service cost                      5                  5
                                               ----------               ----

Net periodic benefit cost                            $875               $750
                                               ==========               ====
</TABLE>

     During the first  quarter of fiscal  2005,  the  Company  contributed  $3.0
million to the Company's defined benefit pension plan. At this time, the Company
does not plan to make any further  contributions  to its defined benefit pension
plan during the 2005 fiscal year. The Company made $1.0 million in contributions
during the first quarter of fiscal 2004.

Note 6 - 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 fiscal 2003, we negotiated
the renewal of the agreement  for an additional  term. In early January 2004, we
finalized the terms of the license  agreement,  which will expire in March 2007.
We expect to meet our obligations under the Tommy Hilfiger license agreement and
accordingly,  we believe  that no  provision  is  currently  required  for costs
related to the  potential  loss of this license.  If we lose the Tommy  Hilfiger
license, our business would be materially and adversely affected.


<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",  "plan",  "estimate",
"project",  "should",  "will be" 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


<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  chain  and
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 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.

     Investors should also be aware that while the Company does communicate with
securities  analysts  from time to time, it is against our policy to disclose to
them any material  non-public  information  or other  confidential  information.
Accordingly,  investors  should not assume that we agree with any  statement  or
report  issued by any analyst  irrespective  of the content of the  statement or
report.  Furthermore,  the Company has a policy  against  issuing or  confirming
financial  forecasts or projections issued by others.  Therefore,  to the extent
that reports issued by securities analysts contain any projections, forecasts or
opinions, such reports are not the responsibility of the Company.

     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 2004.
Those trends and factors  continue to be relevant to the  Company's  performance
and financial condition.

Critical Accounting Policies and 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 policies
and estimates in the  Company's  Annual Report on Form 10--K for the fiscal year
ended December 3, 2004 for additional information.




<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

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 fiscal 2003, we negotiated
the renewal of the agreement  for an additional  term. In early January 2004, we
finalized the terms of the license  agreement,  which will expire in March 2007.
Whether our license  with Tommy  Hilfiger  will remain in effect  depends on our
achieving certain minimum sales levels for the licensed  products.  We expect to
continue to meet the minimum sales levels required by the Tommy Hilfiger license
agreement.  We believe that no provision is currently required for costs related
to the potential loss of this license.  If we lose the Tommy  Hilfiger  license,
our business would be materially and adversely affected.

Results of Operations

     The following  table  summarizes  the Company's  performance  for the first
quarter of fiscal  2005 as compared to the results for the same period in fiscal
2004:

<TABLE>
Increase Percent vs. 2004 Results:
<CAPTION>
                                                                First Quarter

<S>                                                                  <C>
Net sales                                                            10.6%
Gross profit                                                         14.2%
Selling and administrative expenses                                  14.8%
Operating income                                                     12.1%
Income before income taxes                                            9.5%
Net income                                                            9.0%
</TABLE>

<TABLE>
Operating Ratios as a Percent of Net Sales:
<CAPTION>
                                                      First Quarter
                                             --------------------------------
                                                 2005              2004
                                             --------------    --------------

<S>                                              <C>               <C>
Gross profit                                     40.2%             38.9%
Selling and administrative expenses              31.5%             30.4%
Operating income                                  8.7%              8.6%
Income before income taxes                        8.8%              8.9%
Net income                                        5.4%              5.5%
</TABLE>



<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 Sales
<TABLE>
      The first quarter breakdown of net sales is as follows:
                                                                  Percent
                                                                  Change
                                                                 2005 vs.
<CAPTION>
                                             2005       2004       2004
                                           ---------  ---------  ----------
(In millions, except percentages)
<S>                                        <C>        <C>           <C>
Stride Rite Children's Group - Wholesale   $ 25.6     $ 25.0        2.1%
Stride Rite Children's Group - Retail        35.4       29.1       21.9%
                                           --------   --------   --------
Stride Rite Children's Group                 61.0       54.1       12.7%

Keds                                         45.7       42.4        7.6%
Tommy Hilfiger Footwear                      18.3       20.2        (9.8)%
Sperry Top-Sider                             19.4       14.7       31.9%
Stride Rite International                     8.8        6.7       30.8%
Elimination of intercompany sales            (2.6)      (2.0)       n/a
                                           --------   --------   ---------
Total net sales                            $150.6     $136.1       10.6%
                                           ========   ========   =========
</TABLE>

     During the first quarter of fiscal 2005,  consolidated  net sales increased
$14.5 million to $150.6 million,  or 10.6% above the sales level achieved in the
first  quarter of fiscal 2004.  Wholesale  net revenues  increased  7.6% for the
first quarter of 2005, and overall  retail sales,  including Keds retail and the
e-commerce  sites,  increased  $6.4  million or 21.5% when  compared to the same
period in the prior year.  Unit  shipments of current line  merchandise  for the
wholesale  brands during the first quarter were 4.8% higher than the  comparable
period in 2004.  The Company's  average first  quality  wholesale  selling price
remained flat with the first quarter of 2004.

     First quality  wholesale  gross sales  increased by $4.1  million,  or 4.0%
above the  wholesale  gross sales level  achieved in the first quarter of fiscal
2004. In addition,  sales from promotional  products  increased $2.0 million and
returns and allowances  decreased $3.4 million from the comparable period in the
2004 fiscal year.  Partially  offsetting  these  improvements was a $1.3 million
decrease in closeout sales. The lower level of closeout sales  contributed to an
improvement  in the quality of net sales.  Adding to this  overall net  increase
from wholesale net sales was an additional $6.4 million increase in retail store
sales from the same period in 2004,  which  resulted  in an overall  increase of
$14.5 million in consolidated net sales.

     The year over year  increase  in net sales of the  Stride  Rite  Children's
Group was  primarily  attributable  to the 21.9%  increase in net sales from the
Children's Group  company-owned  retail stores.  These results were aided by the
earlier Easter holiday in 2005.  Sales to independent  retailers  increased 2.1%
during the first quarter of 2005 as compared to the same quarter last year. This
increase was  primarily  attributable  to increased  sales of first  quality and
promotional  products,  mainly in the  department  store  channel,  as well as a
decrease in returns and allowances.  Sales at comparable Children's Group retail
stores  (stores  open for 52 weeks in each fiscal year)  increased  7.8% for the
first fiscal quarter of 2005. Driving this increase in the comparable


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

stores  category  was the  larger number  of newer stores  which have  generally
had greater sales  increases  than our more mature stores as well as the earlier
Easter holiday.  At the end of the first quarter of fiscal 2005, the Stride Rite
Children's  Group operated 254 stores.  This is an increase of 21 stores,  or 9%
from the end of the same  period in the prior year.  Current  plans call for the
opening of approximately  22 retail stores and the closing of 2  underperforming
locations  during the 2005  fiscal  year.  During the first  quarter of 2005 the
Company  opened 4 new  stores and closed 1  underperforming  location  for a net
increase of 3 stores.  We recently have  concluded that the two Shoe Buzz stores
will not meet our  goals and  these  stores  will be  converted  to Stride  Rite
outlets.  We do not  anticipate a significant  financial  impact related to this
conversion.

     The increase in sales of the Keds product line was  primarily the result of
increased first quality sales to higher-end  accounts and fewer  closeouts.  The
main increases were seen in sales of the women's  Microstretch  and  Champion(R)
products as well as decreased  returns and  allowances.  Offsetting a portion of
this increase was a decline in sales of the Grasshopper  line due to the loss of
some key accounts.

     The decrease in sales of Tommy Hilfiger men's and women's footwear products
during the first quarter of fiscal 2005 was primarily  attributable to continued
decreases in the department store and independent  channels,  as well as women's
athletic  and  Tommy  Girl  products  that  did  not  perform  well  across  all
distribution  channels.  The Tommy  Hilfiger "H" clothing  line,  which is being
discontinued,  also negatively  impacted the first quarter  results.  Offsetting
some of these declines were increased sales of closeout and promotional products
as well as a decrease in returns.

     The increase in sales of Sperry Top-Sider products during the first quarter
of the 2005 fiscal year was primarily attributable to strong sales of men's boat
shoes and the women's  product line. The  significant  men's growth seen in 2005
resulted from increases in the premium  department  store and outdoor  channels.
The women's business had improved  distribution in the better  department store,
independent  and outdoor  channels,  which  resulted in increased  sales of boat
shoes, nautical casuals and canvas.

     The Stride  Rite  International  division's  net sales  growth in the first
quarter of fiscal 2005 was the result of strong sales of Tommy Hilfiger footwear
in Canada and Mexico, as well as Sperry and Keds in Canada.



<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 first three months of fiscal 2005, the Company's gross profit of
$60.5 million  increased $7.5 million or 14.2% above the amount  recorded during
fiscal 2004's first  quarter.  The higher level of both first quality  wholesale
and retail sales along with the decrease in returns and  allowances  contributed
to the overall  increase in gross profit dollars.  The gross profit rate for the
fiscal 2005 first quarter improved 1.3 percentage points to 40.2% as compared to
the 38.9% rate  achieved in the prior  year's  first  quarter.  The higher gross
profit percentage was primarily  attributable to increased  company-owned retail
store sales,  which had improved gross profit  percentages from the same quarter
in the prior year. In addition, fewer markdown allowances and decreased closeout
sales also contributed positively to the improved gross profit rate.

Operating Costs

     During the first three  months of fiscal 2005,  selling and  administrative
expenses were $47.5 million, an increase of $6.1 million or 14.8% as compared to
the first  quarter of fiscal 2004. As a percent of sales,  operating  costs were
31.5% in the first quarter of fiscal 2005 compared to 30.4% in the first quarter
of fiscal 2004. During the first quarter of fiscal 2005,  advertising costs were
5.4% of net sales  versus 4.6% in fiscal  2004,  with Keds and Sperry  Top-Sider
driving most of the  increase.  Also  contributing  to the cost  increases  were
retail store expansion costs and certain  headcount  related costs. In addition,
the Company  recorded a one-time  non-cash  charge of $0.5  million in the first
quarter  of fiscal  2005 to  conform  our  accounting  policies  with  generally
accepted accounting principles related to the timing of rent expense for certain
locations.

Other Income and Taxes

     Other  income  (expense)  increased  pre-tax  income by $0.2 million in the
first  quarter of fiscal 2005 versus $0.4 million in the first quarter of fiscal
2004. Investment income related to the Company's cash equivalents and marketable
securities was $0.3 million in the first quarter of fiscal 2005,  which was flat
to the similar category of investment  income in the same quarter last year. The
lower average  investments  were offset by higher average  interest rates in the
first  quarter  of fiscal  2005.  Interest  expense  remained  flat in the first
quarter of fiscal  2005 as  compared  to the first  quarter of fiscal 2004 as no
short-term borrowings were made during the first quarters of both years.



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

     The provision for income taxes  increased $0.5 million in the first quarter
of fiscal 2005 as compared to the similar  period in fiscal 2004.  This increase
was primarily due to the higher pre-tax  income amount and the higher  effective
income tax rate. Our effective tax rate was 38.4% in the first quarter of fiscal
2005 as compared to 38.1% in the first  quarter of fiscal  2004.  The higher tax
rate in the first quarter of fiscal 2005 reflects fewer tax saving items in 2005
than in the prior year.


Net Income

     Net  income  for the first  quarter  of fiscal  2005 was $8.2  million,  an
increase  of $0.7  million,  or 9.0% as compared to the same period in the prior
year.  Higher net sales and the  corresponding  increase in gross profit dollars
were the primary reasons for the increase in net income. The Company's return on
net sales of 5.4% in the first  fiscal  quarter of 2005 was  slightly  below the
5.5% return on sales recorded for the first fiscal quarter of 2004.


Liquidity and Capital Resources

     At the end of the first fiscal quarter of 2005, our balance sheet reflected
a  current  ratio of 4.5 to 1 with no  debt.  Our  cash,  cash  equivalents  and
marketable  securities  totaled  $44.6  million at March 4, 2005,  a decrease of
$23.2 million from the total cash, cash equivalents and marketable securities of
$67.8  million  at the end of the first  quarter  of fiscal  2004.  The  Company
maintains a $75 million  revolving  credit facility to fund any seasonal working
capital needs.  No borrowings  under this line of credit were  outstanding as of
March 4, 2005 or February 27, 2004.

     The  Company's  seasonal cash flow  patterns  typically  require the use of
funds  during the first  quarter of a fiscal year.  During the first  quarter of
fiscal 2005,  the Company used $42.5  million of cash to fund  operating  needs.
This use of cash to fund  operations  was higher  than the $32.3  million use of
cash required during the first quarter of fiscal 2004.  Inventory  levels at the
end of the first quarter of fiscal 2005 increased  $11.4 million,  or 13.7% from
the levels  recorded at the end of the prior year's first quarter.  The increase
in inventory  related primarily to the timing of product receipts and the higher
number of retail stores.  Accounts receivable at March 4, 2005 were $1.8 million
or 2.0%  higher than the amount at the end of last year's  first  quarter.  This
compares  favorably  with the 10.6%  increase  in  quarter-to-quarter  net sales
comparisons.  Days  sales  outstanding,  which is a measure of the length of the
collection  period of accounts  receivable,  was 55 days at the end of the first
fiscal  quarter of 2005 and was favorable  compared to the DSO of 57 days at the
end of the same  period  last year.  Accounts  payable,  at the end of the first
quarter of fiscal 2005,  increased  $6.3 million from the level  recorded at the
end of the prior year's first quarter. This increase was primarily the result of
an increase in the year over year  inventory  in-transit at the end of the first
quarter of 2005.  During the first  fiscal  quarter of 2005,  the  Company  also
contributed  $3.0 million to its defined  benefit pension plan. The Company does
not plan to make any further contributions to its


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

defined  benefit  pension  plan  during  the 2005  fiscal  year.  Other  current
assets at March 4, 2005 were  $18.4  million  or $2.9  million  higher  than the
amount at the end of last year's first quarter.  This was caused primarily by an
increase  in both  prepaid  pension  expense,  largely  due to the $3 million of
pension contributions, and prepaid advertising for the Keds division.

     Additions  to property  and  equipment  totaled  $1.6  million in the first
quarter of 2005,  which was similar to the $1.8 million in the first  quarter of
2004.  Much of the  difference  in spending  between this year and last year was
attributable to the costs incurred during the 2005 first quarter relating to new
retail  stores and  renovations  to  existing  stores.  Funding  of our  capital
expenditures  was provided  from  internal  sources.  We expect that all capital
purchases  during  fiscal  2005 will be  provided  for  internally,  however  if
business  conditions  change  and do not allow  for  internal  funding,  we will
re-evaluate our plans.

     During  the first  quarter  of fiscal  2005 we  returned  $7.5  million  to
shareholders through share repurchases and cash dividends. We spent $5.7 million
to repurchase  432,200 common shares under our share repurchase  program.  As of
March 4, 2005,  we have 4.1 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  quarter of fiscal 2005,  there were no  borrowings
outstanding under the Company's $75 million  revolving credit facility.  This is
consistent  with the  first  quarter  of fiscal  2004.  We did not  utilize  any
available  credit under the  revolving  credit line during the first  quarter of
fiscal 2005.  Borrowings were not required during the quarter  primarily because
we  entered  the year  with no  outstanding  debt  and  significant  cash,  cash
equivalents and marketable  securities balances.  As of March 4, 2005 letters of
credit totaling $38.1 million were  outstanding for the purchase of inventories.
All letters of credit generally expire within one year.



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

     We do not have any relationships with unconsolidated  entities or financial
partnerships,  such as  entities  often  referred  to as  structured  finance or
special purpose  entities,  which would have been established for the purpose of
facilitating  off-balance-sheet  arrangements or other  contractually  narrow or
limited  purposes.  As such,  we are not  exposed to any  financing,  liquidity,
market or credit risk that could arise if we had engaged in such relationships.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There  have  been no  material  changes  from  the  information  previously
reported  under  Item 7A of the  Company's  Annual  Report  on Form 10-K for the
fiscal year ended December 3, 2004.

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 of and with the  participation  of the
Company's management, including the participation of its 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 Rule 13a-15 of the
Securities Exchange Act of 1934, as amended.  Based upon that evaluation,  as of
the end of the period covered by this report,  our Chief  Executive  Officer and
Chief  Financial  Officer  have  concluded  that  our  disclosure  controls  and
procedures  (as  defined in Rules  13a-15(e)  and  15d-15(e)  of the  Securities
Exchange  Act of 1934,  as amended)  are  effective  to ensure that  information
required  to be  disclosed  by the  Company in reports  that it files or submits
under the Securities Exchange Act of 1934, as amended,  is recorded,  processed,
summarized  and reported  within the time periods  specified in  Securities  and
Exchange  Commission  rules and forms.  We continue to review and  document  our
disclosure  controls and procedures and may from time to time make changes aimed
at enhancing their  effectiveness  and ensuring that our systems evolve with our
business.

(b) Changes in internal controls over financial reporting.

     There  was no change  in the  Company's  internal  control  over  financial
reporting  (as  defined  in Rules  13a-15(f)  and  15d-15(f)  of the  Securities
Exchange Act of 1934, as amended)  during our first quarter that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.


<PAGE>


PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY
         SECURITIES.

<TABLE>
     Our  repurchases of equity  securities for the first quarter of fiscal 2005
were as follows:

<CAPTION>
                                                          Total
                                                          Number of  Maximum
                                                          Shares     Number
                                                          Purchased  of Shares
                                      Total       Average As Part    that May
                                      Number      Price   of         Yet Be
                                      Of          Paid    Publicly   Purchased
                                      Shares      Per     Announced  Under the
Period                                Purchased   Share   Plan       Plan
--------------------------------------------------------------------------------

December 4,2004 - December 31,2004           -         -          -  4,494,794

<S>                                     <C>       <C>        <C>     <C>
January 1, 2005 - February 4, 2005      76,200    $12.31     76,200  4,418,594

February 5, 2005 - March 4, 2005       356,000    $13.35    356,000  4,062,594
</TABLE>

     In June 2004, the Board of Directors  increased the authorization  under an
existing  stock   repurchase   program  by  five  million   shares.   Under  the
authorization,  the Company can repurchase  shares in the open market or through
privately  negotiated  transactions.  The  repurchase  program  does not have an
expiration date. All shares repurchased during the period covered by this report
were purchased under a publicly announced plan.


<PAGE>


PART II - OTHER INFORMATION

                           THE STRIDE RITE CORPORATION

ITEM 6.     EXHIBITS


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

                Exhibit Number       Description

                3(i)                 Restated Articles of Organization of the
                                     Registrant with amendments thereto through
                                     November 28, 1986, incorporated by
                                     reference from Exhibit 4(i) to the
                                     Registrant's Form S-8 filed on October 25,
                                     1996.

                3(ii)                Articles of Amendment dated April 7, 1987
                                     to Restated Articles of Organization,
                                     incorporated by reference form Exhibit 4(i)
                                     to the Registrant's Form S-8 filed on
                                     October 25, 1996.

                3(iii)               Articles of Amendment dated December 16,
                                     1987 to Restated Articles of Organization
                                     of the Registrant, incorporated by
                                     reference from Exhibit 4(i) to the
                                     Registrant's Form S-8 filed on October 25,
                                     1996.

                3(iv)                Articles of Amendment dated December 3,
                                     1991 to the Restated Articles of
                                     Organization of the Registrant,
                                     incorporated by reference from Exhibit 4(i)
                                     to the Registrant's Form S-8 filed on
                                     October 25, 1996.

                3(v)                 Certificate of Vote of Directors
                                     establishing a series of a Class of Stock
                                     dated as of June 18, 1997.

                3(vi)                By-laws of the Registrant, as amended. This
                                     document was filed as Exhibit 3 of the
                                     Registrant's Form 10-Q for the fiscal
                                     period ended June 1, 1990 and is
                                     incorporated herein by reference.

                4(i)                 Reference is made to Exhibits 3(i), (ii),
                                     (iii) and (iv) referred to above, which are
                                     expressly incorporated herein by reference.


<PAGE>




                31.1*                Certification of Principal Executive
                                     Officer pursuant to Exchange Act Rules
                                     13a-14 and 15d-14, as adopted pursuant to
                                     Section 302 of Sarbanes-Oxley Act of 2002.

                31.2*                Certification of Principal Financial
                                     Officer pursuant to Exchange Act Rules
                                     13a-14 and 15d-14, as adopted pursuant to
                                     Section 302 of Sarbanes-Oxley Act of 2002.

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

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

         *      Filed with this form 10-Q.
         **     Furnished with this form 10-Q. This certification shall not be
                deemed "filed" for purposes of Section 18 of the Securities
                Exchange Act of 1934, or otherwise subject to the liability of
                that section, nor shall it be incorporated by reference into any
                filing under the Securities Act of 1933 or the Securities
                Exchange Act of 1934.





<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:  April 13, 2005               By:  /s/ Frank A. Caruso
                                    --------------------------
                                         Frank A. Caruso
                                         Chief Financial Officer