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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 February 28, 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 April 11, 2003,  39,367,187 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>
                                   February 28,                        March 1,
                                       2003          November 29,        2002
                                    (Unaudited)          2002        (Unaudited)
                                  ----------------  ---------------  -----------
  Assets

  Current Assets:
     Cash and cash
<S>                                   <C>              <C>            <C>
       equivalents                    $ 31,719         $ 73,105       $ 27,948

     Accounts and notes
       receivable, net                  98,376           48,075         95,287

     Inventories                        88,177           98,213         93,284

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

     Other current assets                5,121           13,613          4,746
                                      --------         --------       --------

     Total current assets              243,981          253,594        245,510

  Property and equipment, net           67,108           68,291         72,496

  Other assets                          15,389           12,914         15,069
                                      --------         --------       --------

     Total assets                     $326,478         $334,799       $333,075
                                      ========         ========       ========

</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>
                                  February 28,                       March 1,
                                      2003        November 29,         2002
                                  (Unaudited)         2002         (Unaudited)
                                 ---------------  -------------    -------------

  Liabilities and Stockholders' Equity

  Current Liabilities:
<S>                                   <C>            <C>              <C>
     Accounts payable                 $15,314        $31,513          $17,559
     Income taxes payable              19,778         17,407           19,139
     Accrued expenses and other
       liabilities                     20,268         20,630           23,140
                                     --------       --------         --------
     Total current liabilities         55,360         69,550           59,838

  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                           17,796         18,043           18,677

    Retained earnings                 405,224        398,368          387,902
    Accumulated other
        comprehensive loss             (7,096)        (7,246)               -
     Less cost of 17,636,127
        shares of common stock
        held in treasury
        (17,504,140 on November
        29, 2002 and 14,970,372
        on March 1, 2002)            (171,251)      (170,361)        (152,437)
                                     ---------      ---------        ---------
     Total stockholders' equity       258,910        253,041          268,379
                                     ---------      ---------        ---------

     Total liabilities and
       stockholders' equity          $326,478       $334,799         $333,075
                                     ========       ========         ========

</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 three months ended February 28, 2003 and March 1, 2002
                    (In Thousands Except Per Share Data)

<CAPTION>
                                                 2003             2002
                                            ---------        ---------

<S>                                          <C>              <C>
Net sales                                    $152,322         $140,733

Cost of sales                                  94,281           88,967

Selling and administrative expenses            44,376           40,084
                                            ---------        ---------

Operating income                               13,665           11,682

Other income (expense):
   Investment income                              683              327
   Interest expense                               (70)            (303)
   Other income (expense), net                   (163)            (170)
                                            ---------        ----------
                                                  450             (146)
                                            ----------       ----------

Income before income taxes                     14,115           11,536

Provision for income taxes                      5,294            3,997
                                            ---------        ---------

Net income                                   $  8,821         $  7,539
                                            =========        =========

Net income per common share:
   Diluted                                   $    .22         $    .18
                                            =========        =========
   Basic                                     $    .22         $    .18
                                            =========        =========

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

Average common shares used in per share
   computations:
   Diluted                                     39,838           42,187
                                            =========        =========
   Basic                                       39,425           41,906
                                            =========        =========

</TABLE>






                     The accompanying 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 three months ended February 28, 2003 and March 1, 2002
                             (Dollars in Thousands)

<CAPTION>
                                                       2003             2002
                                                  --------------   -------------
Cash provided from (used for):
Operations:
<S>                                                    <C>             <C>
   Net income                                          $ 8,821         $ 7,539
   Adjustments to reconcile to net cash
     provided from (used for) operations:
   Depreciation and amortization                         3,654           3,737
   Sales of trading securities                               -              14
   Gain related to long-term investments                  (321)              -
   Loss on disposals of property and equipment              39              29
   Increase in other long-term assets                   (2,475)         (2,479)
   Changes in:
      Accounts and notes receivable                    (50,301)        (50,548)
      Inventories                                       10,036          19,197
      Other current assets                               8,492           9,534
      Other current liabilities                        (13,953)         (8,745)
                                                       --------        --------
      Net cash used for operations                     (36,008)        (21,722)
                                                       --------        --------
Investments:
   Additions to property and equipment                  (2,510)         (3,950)
   Distributions from long-term investments                321               -
                                                       -------         -------
      Net cash used for investments                     (2,189)         (3,950)
                                                       --------        --------
Financing:
   Short-term borrowings                                     -         (26,000)
   Proceeds from sale of stock under stock plans           457             620
   Cash dividends paid                                  (1,976)         (2,093)
   Repurchase of common stock                           (1,670)            (66)
                                                       --------        --------
      Net cash used for financing                       (3,189)        (27,539)
                                                       --------        --------

Net decrease in cash and cash equivalents              (41,386)        (53,211)

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

Cash and cash equivalents at end of the period         $31,719         $27,948
                                                       =======         =======
</TABLE>




                     The accompanying 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 February 28, 2003 and March 1,
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. The results of operations for the periods ended February 28, 2003
and March 1, 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 February 28, 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

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                              Three Months Ended
                                  --------------------------------------------
                                     February 28,              March 1,
                                         2003                    2002
                                  --------------------    --------------------
                                                (In thousands)
<S>                                      <C>                    <C>
Net income, as reported                  $8,821                 $7,539

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

Deduct:  Total stock based
employee compensation expense
determined under fair value
based method for all awards, net
of related tax effects                    (315)                   (341)
                                        -------                 -------

Pro forma net income                     $8,515                 $7,223
                                         ======                 ======

Earnings per share:
   Basic - as reported                   $  .22                 $  .18
                                         ======                 ======
   Basic - pro forma                     $  .22                 $  .17
                                         ======                 ======

   Diluted - as reported                 $  .22                 $  .18
                                         ======                 ======
   Diluted - pro forma                   $  .21                 $  .17
                                         ======                 ======

</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 (shares in thousands):

<TABLE>
<CAPTION>
                                                       Three Months Ended
                                               ---------------------------------
                                                February 28,         March 1,
                                                    2003               2002
                                               --------------     --------------

<S>                                                 <C>                <C>
Net income                                          $ 8,821            $ 7,539
                                                    =======            =======

Calculation of shares:
Weighted average common shares
  outstanding (basic)                                39,425             41,906

Dilutive effect of stock options                        413                281
                                                    -------            -------

Weighted average common shares outstanding
  (diluted)                                          39,838             42,187
                                                    =======            =======

Net income per common share (basic)                   $ .22              $ .18
                                                      =====              =====

Net income per common share (diluted)                 $ .22              $ .18
                                                      =====              =====
</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:

                                                  First Quarter
                                           ----------------------------
                                                  2003            2002
                                           ------------    ------------
Options to purchase shares of common
  stock (in thousands)                           1,599           1,610










                                   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 Ended
                                              ---------------------------------
                                                February 28,         March 1,
                                                    2003               2002
                                              ---------------------------------
                                                         (In thousands)
<S>                                                 <C>                <C>
Net income                                          $ 8,821            $ 7,539

Other comprehensive income:
Foreign currency translation adjustments                150                  -
                                                    -------            -------

Total comprehensive income                          $ 8,971            $ 7,539
                                                    =======            =======
</TABLE>



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

<CAPTION>
                                  February 28,       November 29,      March 1,
                                      2003               2002            2002
                                  --------------   -----------------  ----------
                                                   (In thousands)
Foreign currency  translation
<S>                                  <C>               <C>             <C>
   adjustments                       $ (375)           $  (525)        $    -
Minimum pension liability
   adjustments, net of taxes         (6,721)            (6,721)             -
                                     -------           -------         ------
Accumulated other
   comprehensive loss               $(7,096)           $(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
-------------------------------------------------------------------------------
February 28, 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)
March 1, 2002
  Gross carrying amount           $2,748          $2,980          $5,728
  Accumulated amortization       $(2,068)        $(1,187)        $(3,255)
</TABLE>

     Amortization  expense,  which is  included  in selling  and  administrative
expenses, was $0 and $68,000 for the three-month periods ended February 28, 2003
and  March  1,  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  period ended March 1, 2002 do not reflect
the  provisions of SFAS 142. Net income for the  three-month  period was $7,539.
Had the Company adopted SFAS 142 on December 1, 2001, for the three-month period
ended March 1, 2002,  we would have recorded net income of $7,583 as a result of
not  recording  $68,000 of  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.

     The significant  subsidiaries  of the Company,  as defined in the revolving
credit agreement between the Company and its bankers, guarantee the repayment of
any debt outstanding under the $75 million  revolving credit  agreement.  In the
event that the Company is unable to meet its debts, the significant subsidiaries
could be  required  to  fulfill  these  obligations.  There  were no  borrowings
outstanding under the revolving credit facility as of February 28, 2003.

     The Company also  guarantees  payments for certain wholly owned  subsidiary
lease obligations, which could require the Company to pay up to approximately $3
million  per  quarter  in the event the  subsidiary  does not make the  required
payments.  These leases will expire  between  2003 and 2013.  As of February 28,
2003 the Company has not recorded any liability  related to guarantees of wholly
owned subsidiary  obligations.  The Company does not believe based on historical
experience and  information  currently  available,  that it is probable that any
amounts will be required to be paid under wholly owned subsidiary guarantees.

     Additionally,  the Company has guaranteed 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.
















                                    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
consolidation  or  restructuring  of such customers,  including large department
stores,  which may result in unexpected  store closings;  dependence on China

                                 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

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  or 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 28, 2002 for additional information.














                                    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 first
quarter of fiscal 2003 as compared to the results for the same periods in fiscal
2002:

<TABLE>
Increase Percent vs. 2002 Results:
----------------------------------
<CAPTION>
                                                                First Quarter
                                                                -------------

<S>                                                                 <C>
Net sales                                                           8.2%
Gross profit                                                       12.1%
Selling and administrative expenses                                10.7%
Operating income                                                   17.0%
Income before income taxes                                         22.4%
Net income                                                         17.0%
</TABLE>

<TABLE>
Operating Ratios as a Percent of Net Sales:
-------------------------------------------
<CAPTION>
                                                      First Quarter
                                             --------------------------------
                                                 2003              2002
                                             --------------    --------------

<S>                                              <C>               <C>
Gross profit                                     38.1%             36.8%
Selling and administrative expenses              29.1%             28.5%
Operating income                                  9.0%              8.3%
Income before income taxes                        9.3%              8.2%
Net income                                        5.8%              5.4%
</TABLE>

Net Sales
---------

     During the first quarter of fiscal 2003,  consolidated  net sales increased
$11.6 million to $152.3  million,  or 8.2% above the sales level achieved in the
first  quarter of fiscal 2002.  Wholesale  net revenues  increased  9.6% for the
first quarter of 2003, while overall retail sales were flat 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 8.3%  greater  than the
comparable period in 2002. The Company's average first quality selling price was
slightly  lower for the first  quarter  of 2003,  decreasing  0.7% from the same
period last year.

     First  quality  wholesale  gross  sales for the quarter  increased  by $5.7
million,  or 5.1% greater than the wholesale  gross sales level  achieved in the
same quarter in the prior year. The Company recorded a $2.4 million reduction in
closeout  items versus the prior year.  Sales of special  shoes for key accounts
increased  $7.0  million in the first  quarter of fiscal 2003 as compared to the
prior year. The increased sale of special shoes combined with the greater amount
of first quality  wholesale  sales were the major reasons for the sales increase
for the first quarter of fiscal 2003 versus the prior year.



                                   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

Decreased sales allowances and returns during the first quarter of 2003 versus
the prior year contributed to an improvement in net sales comparisons of $0.9
million. Retail store sales were relatively flat, increasing by less than
$100,000 versus the sales levels recorded in the first quarter of fiscal 2002.

     Sales of the Stride  Rite  Children's  Group  during  the first  quarter of
fiscal  2003 were $54.3  million,  2.1% higher than the same period in the prior
fiscal year.  Sales to  independent  retailers  increased  4.0% during the first
quarter as compared to the same  quarter  last year.  Much of this  increase was
attributable to increased sales of Tommy Hilfiger children's products, which are
now being  developed,  marketed  and sold through the  Children's  Group and the
improved  performance of Munchkin  products.  The sales levels of the Children's
Group's retail stores were nearly unchanged when comparing the first quarters of
fiscal years 2003 and 2002.  Sales at comparable  Children's Group retail stores
(stores  open for 52 weeks in each  fiscal  year)  decreased  6.2% for the first
fiscal quarter of 2003. The economy, the prolonged winter weather in the Eastern
United  States and a later  Easter were the primary  reasons for the decrease in
the  comparable  store  sales  performance.  At the end of the first  quarter of
fiscal 2003, the Stride Rite  Children's  Group  operated 230 stores.  This is a
reduction of 11 stores, or 5% from the end of the same period in the prior year.
The 2002 store count included the 46 Federated leased department  stores,  which
the Company exited at the end of April 2002.  Current plans call for the opening
of fewer than ten  stores  during the 2003  fiscal  year.  The rate of new store
openings is slowing  this fiscal year because the  Children's  Group is focusing
its efforts on optimizing business in its new and existing store base.

     Sales of the Keds division  were $55.6 million  during the first quarter of
fiscal  2003,  an  increase of 6.7% versus the results of the same period in the
prior year.  This increase was largely the result of the initial  Spring product
shipments of certain newly repositioned Keds styles. The subsequent sell-through
performance of these products will determine the level of success that Keds will
have during the second quarter of fiscal 2003.  These sales gains were partially
offset by weaker performance of Grasshoppers  products.  Beginning with the 2003
fiscal year,  the Pro-Keds  operations  and product line was  transferred to the
Tommy  Hilfiger  footwear  unit to better align the  development  and  marketing
efforts of Pro-Keds  with the  younger  customer  profile of the Tommy  Hilfiger
footwear customer.

     Sales of Tommy  Hilfiger  men's and women's  footwear  products  during the
first quarter of the fiscal year were $24.8  million,  an increase of 37.0% over
the first quarter of fiscal 2002.  The Pro-Keds  product line sales are reported
here,  although its sales are  currently  not  significant.  The Tommy  Hilfiger
children's products are now developed,  marketed and sold through the Children's
Group. The production and sales of special shoes for key accounts along with the
expansion of retail channels were  significant  factors in the increase in first
quarter sales as compared to the prior year.



                                   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

     Sales of Sperry  Top-Sider  products during the first quarter of the fiscal
year were $14.4  million,  an increase of 15.1% as compared to the first quarter
of  fiscal  2002.  The  increase  in sales  was  primarily  attributable  to the
production  and  sale of  special  shoes  for key  accounts  combined  with  the
continued strength in the sales of women's products.  Increased closeout product
sales were also a factor.

     Sales of the Stride Rite International division during the first quarter of
fiscal  2003 were $6.2  million,  a decrease  of 22.9% as  compared  to the same
quarter in the prior fiscal year.  This  decrease in sales was  principally  the
result of business weakness in South America and Europe.

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

     During the first three months of fiscal 2003, the Company's gross profit of
$58.0 million  increased $6.3 million or 12.1% above the amount  recorded during
fiscal year 2002's first quarter.  The gross profit rate for fiscal 2003's first
quarter  improved  130 basis  points  to 38.1% as  compared  to the  36.8%  rate
achieved in the prior year's first quarter.  Positively affecting the comparison
of gross profit for the first  fiscal  quarter of 2003 to the same period in the
prior year was $4.0 million related to increased first quality wholesale product
sales and $1.0 million  resulting  from increased  special  product and closeout
sales.  The gross  profit  also  benefited  from  improvements  in  returns  and
allowances,  which  combined to add $0.5  million to current  versus  prior year
gross profit  comparisons.  The LIFO  provision  also had a favorable  affect on
gross profit  comparisons,  improving $0.6 million versus the prior year's first
fiscal quarter.

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

     During the first three  months of fiscal 2003,  selling and  administrative
expenses were $44.4 million, an increase of $4.3 million or 10.7% as compared to
the first  quarter of fiscal 2003. As a percent of sales,  operating  costs were
29.1% in the first quarter of fiscal 2003 compared to 28.5% in the first quarter
of fiscal 2002. The increased  retail store costs  associated with our expansion
of  company  owned  retail  stores  last  year,  was the major  reason for these
operating cost increases.  Additionally,  increased advertising  expenditures of
$1.0 million and higher  pension  costs of $0.7  million  were also  significant
components  of the  operating  cost  increase.  While the overall store count is
lower at the end of the 2003 first quarter, 230 versus the 241 stores at the end
of the first quarter last year,  the opening of 58 retail stores during the 2002
fiscal year has  resulted in higher costs  carried  over to fiscal 2003,  due to
expenditure  requirements  for  these new  stores.  Current  plans  call for the
addition of less than 10 new stores during fiscal 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

Other Income and Taxes
----------------------

     Other  income  (expense)  increased  pre-tax  income by $0.4 million in the
first quarter of fiscal 2003. This compares favorably to the decrease in pre-tax
income of $0.1 million in the first  quarter of fiscal 2002.  Investment  income
increased  $0.4 million in the first  fiscal  quarter of 2003 as compared to the
same quarter in the prior year. Both lower average investments and lower average
interest rates were offset by two hundred thousand dollars in interest  payments
associated  with the settlement of a tax case with Canadian  authorities as well
as three  hundred  thousand  dollars  in income  associated  with a  longer-term
investment  initially made several years ago.  Interest  expense  decreased $0.2
million in the first  quarter of fiscal 2003 as compared to the first quarter of
fiscal 2002 due  primarily to the absence of  short-term  borrowings  during the
first quarter of 2003.

     The provision for income taxes  increased $1.3 million in the first quarter
of fiscal 2003 as compared to the similar  period in fiscal 2002.  This increase
was primarily  due to the higher  pre-tax  income amount  combined with a higher
effective  income  tax rate of 37.5% in the first  quarter  of fiscal  2003,  as
compared to a rate of 34.6% 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 do not  anticipate any further  reductions in our current tax
rate related to prior year tax accruals.

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

     Net  income  for the first  quarter  of fiscal  2003 was $8.8  million,  an
increase of $1.3  million,  or 17.0% as compared to the same period in the prior
fiscal year.  Greater net sales and the  corresponding  increase in gross profit
were sufficient to offset  increases in operating  costs and a higher  provision
for income taxes.  The Company's return on net sales of 5.8% in the first fiscal
quarter of 2003 was  improved  versus the 5.4% return on sales  recorded for the
first fiscal quarter of 2002.


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

     At the end of the first fiscal quarter of 2003, our balance sheet reflected
a current ratio of 4.4 to 1 with no debt. Our cash and cash equivalents  totaled
$31.7  million at February 28, 2003,  an increase of $3.8 million from the total
cash and cash  equivalents  of $27.9  million at the end of the first quarter of
fiscal 2002. The Company uses its $75 million  revolving credit facility to fund
seasonal  working  capital needs.  No borrowings  under this line of credit were
outstanding as of February 28, 2003 or March 1, 2002.





                                     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

     The Company's  usual  seasonal  shipping and cash flow  patterns  typically
require the use of funds during the first quarter of the fiscal year. During the
first  quarter of fiscal 2003,  the Company  used $36.0  million of cash to fund
operating needs.  This use of cash to fund operations was greater than the $21.7
million use of cash required during the first quarter of fiscal 2002.  Inventory
levels at the end of the first quarter of fiscal 2003 decreased $5.1 million, or
5.5% from the levels recorded at the end of the prior year's first quarter.  The
Company  continues to benefit from the  shortening of product lead times and the
careful  monitoring  of product  sell-through  performance  at retail.  Accounts
receivable at February 28, 2003 were $3.1 million or 3.2% higher than the amount
at the end of last year's first quarter.  This compares  favorably with the 8.2%
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  reduced by 2 days,  to 57 days at the end of the first  fiscal
quarter of 2003 from the 59 days at the end of the first fiscal quarter of 2002.

     Additions  to property  and  equipment  totaled  $2.5  million in the first
quarter of 2003, which is below the $4.0 million in the 2002 first quarter. Much
of the  lower  spending  is  attributable  to the lower  level of  retail  store
openings in fiscal year 2003 versus last year's  first  quarter.  Funding of our
capital  expenditures  was provided  from internal  sources.  We expect that all
capital purchases during fiscal 2003 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  2003 we  returned  $3.6  million  to
shareholders through share repurchases and cash dividends. We spent $1.7 million
to repurchase  214,000 common shares under our share repurchase  program.  As of
February 28, 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  quarter of fiscal 2003,  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  quarter  of
fiscal 2002. We did not utilize any available  credit under the revolving credit
line  during the first  quarter of fiscal  2003.  Borrowings  were not  required
during the quarter  primarily  because we entered  the year with no  outstanding
debt  unlike  the prior  year when we began  fiscal  2002  with $26  million  in
short-term debt. During the first quarter of fiscal 2002,  short-term  borrowing
under the revolving credit facilities averaged $33.5 million. As of February 28,
2003, letters of credit totaling $36.3 million were outstanding for the purchase
of inventories. All letters of credit generally expire within one year.




                                  18

<PAGE>




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.





































                                       19



<PAGE>




PART II - OTHER INFORMATION

                           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.








































                                       20


<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 14, 2003               By:  /s/ Frank A. Caruso
                                    --------------------------
                                      Frank A. Caruso
                                      Chief Financial Officer








































                                       21


<PAGE>


I, David M. Chamberlain, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q for the period ending
      February 28, 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:  April 14, 2003                    /s/ David M. Chamberlain
       --------------                    --------------------------------------
                                         David M. Chamberlain, Chairman & CEO

                                       22


<PAGE>


I, Frank A. Caruso, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q for the period ending
      February 28, 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:  April 14, 2003                    /s/ Frank A. Caruso
       --------------                    --------------------------------------
                                         Frank A. Caruso,
                                         Chief Financial Officer

                                       23