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                                                            Exhibit Index
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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, 1997

( )    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 02173
              (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 ( )

As of March 31 1997,  48,945,596  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

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

<CAPTION>
                                     February 28,                   March 1,
                                         1997       November 29,      1996
                                      (Unaudited)      1996        (Unaudited)
                                   --------------  -------------- --------------

     Assets

     Current assets:
<S>                                      <C>            <C>           <C>
       Cash and cash equivalents         $11,551        $57,269       $13,081

       Short-term investments             36,270         34,611        37,765

       Accounts and notes                 92,804         44,866        92,921
         receivable, net
       Inventories:
         Finished goods                  101,654        115,468       121,700
         Work in process                   1,380            615           815
         Raw materials                     4,349          3,004         3,627
                                        --------       --------       -------
                                         107,383        119,087       126,142

       Deferred income taxes and
        prepaid expenses                  36,939         40,295        43,751
                                       ---------      ---------      --------

       Total current assets              284,947        296,128       313,660

     Property and equipment, net          53,222         52,894        59,286

     Other assets                         19,115         15,308        12,779
                                       ---------      ---------      --------

       Total assets                     $357,284       $364,330      $385,725
                                       =========      =========      ========
</TABLE>







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

                                      2


<PAGE>



PART I - FINANCIAL INFORMATION (Continued)

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

<CAPTION>
                                  February 28,                     March 1,
                                     1997         November 29,       1996
                                  (Unaudited)        1996         (Unaudited)
                                ---------------  --------------   ------------

 Liabilities and Stockholders' Equity

 Current Liabilities:
   Current maturities of
<S>                                  <C>             <C>             <C>
     long-term debt                  $    833        $    833        $    833
   Short-term debt                      3,200               -          30,100
   Accounts payable                    14,114          25,488          10,317
   Income taxes payable                25,533          25,618          24,628
   Accrued expenses and other
     liabilities                       47,732          42,592          41,909
                                      --------        --------        --------
   Total current liabilities           91,412          94,531         107,787

 Deferred income taxes                  8,275           8,275          10,749

 Long-term debt                             -               -             833

 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                              22,691          22,778         23,006

   Retained earnings                   317,799         316,142        322,466

   Less cost of 7,747,230 shares
     of common stock held in
     treasury  (7,279,457 on
     November 29, 1996 and
     7,416,037 on March 1, 1996)      (97,130)        (91,633)       (93,353)
                                     ---------        --------       --------
   Total stockholders' equity         257,597         261,524        266,356
                                     ---------       ---------       --------

   Total liabilities and
     stockholders' equity            $357,284        $364,330       $385,725
                                    ==========      ==========      =========
</TABLE>


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

                                       3


<PAGE>



--------------------------------------------------------------------------------
PART I - FINANCIAL INFORMATION (Continued)
--------------------------------------------------------------------------------
<TABLE>

                           THE STRIDE RITE CORPORATION
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
            For the periods ended February 28, 1997 and March 1, 1996
                      (In Thousands Except Per Share Data)

<CAPTION>
                                            1997                  1996
                                    --------------------- ---------------------

<S>                                        <C>                   <C>
Net sales                                  $131,805              $118,899

Cost of sales                                85,795                79,146

Selling and administrative expenses          39,712                37,396
                                           ---------             ---------

Operating income                              6,298                 2,357

Other income (expense):
  Interest income                               852                   762
  Interest expense                              (31)                 (315)
  Other, net                                   (684)                 (783)
                                           ---------             ---------
                                                137                  (336)
                                           ---------             ---------

Income before income taxes                    6,435                 2,021

Provision for income taxes                    2,315                   643
                                           ---------             ---------

Net income                                 $  4,120              $  1,378
                                           =========             =========

Net income per common share                    $.08                  $.03
                                             ======                ======

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

Average common shares and common
  equivalents outstanding during
  the period                                 49,962                49,781
                                             ======                ======
</TABLE>




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

                                   4


<PAGE>



--------------------------------------------------------------------------------
PART I - FINANCIAL INFORMATION (Continued)
--------------------------------------------------------------------------------
<TABLE>

                           THE STRIDE RITE CORPORATION
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
         For                the three months  ended  February 28, 1996 and March
                            1, 1996 (Dollars in Thousands)
<CAPTION>
                                                       1997           1996
                                                  ------------    -----------
Cash was provided from (used for) Operations:
<S>                                                   <C>             <C>
  Net income                                          $4,120          $1,378
  Adjustments to reconcile to net cash
   provided from (used for)operations:
  Depreciation and amortization                        2,284           2,518
  Deferred income taxes, net                               -             179
  Compensation expense related to executive
   stock plans                                           178             262
  Equity in loss of affiliate                            400             123
  Loss on disposal of property and equipment               -             458
  Changes in:
    Accounts and notes receivable                    (47,938)        (44,855)
    Inventories                                       11,704          19,356
    Prepaid expenses                                   3,356             528
    Accounts payable, income taxes, accrued
      expenses and other current liabilities          (6,290)        (10,154)
                                                     --------         -------
    Net cash used for operations                     (32,186)        (30,207)
                                                     --------         -------
Investments:
  Short-term investments                              (1,659)        (11,554)
  Additions to property and equipment                 (2,527)         (1,197)
  Distributions and dividends from long-term
    investments                                            -           2,359
  Purchase of noncurrent marketable securities        (1,600)              -
  Increase in other assets                            (2,656)         (2,074)
                                                      -------          ------
    Net cash used for investments                     (8,442)        (12,466)
                                                      -------         -------
Financing:
  Proceeds from sale of stock under stock plans            6              -
  Cash dividends paid                                 (2,483)         (2,476)
  Repurchase of common stock                          (5,813)              -
  Short-term debt                                      3,200          30,100
                                                      -------         ------
    Net cash provided from (used for) financing       (5,090)         27,624
                                                      -------         ------

Net decrease in cash and cash equivalents            (45,718)        (15,049)

Cash and cash equivalents at beginning of
  the period                                          57,269          28,130
                                                     --------         ------

Cash and cash equivalents at end of the period       $11,551         $13,081
                                                    =========        =======
</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

         The financial information included in this Form 10-Q of The Stride Rite
Corporation (the "Company") for the periods ended February 28, 1997 and March 1,
1996 is  unaudited  and subject to year-end  audit  adjustments.  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, 1997 and March 1, 1996 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.  Certain  reclassifications have been
made to the 1996 condensed  consolidated  financial statements to conform to the
fiscal 1997 presentation.

                                     NOTE 2

         During  the  first  three  months  of fiscal  1997,  interest  payments
amounted to  $13,000($249,000  in 1996).  For the first three months of 1997 and
1996, the Company received net refunds of income taxes amounting to $278,000 and
$6,477,000, respectively.

















                                    6


<PAGE>



PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

         Certain  statements  contained  in  this  Item  2 are  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995 and are thus prospective. Such forward-looking statements are subject to
risks,  uncertainties  and other  factors  which could cause  actual  results to
differ   materially   from  future   results   expressed   or  implied  by  such
forward-looking statements.  Readers are referred to Exhibit 99 to the Company's
Quarterly  Report on Form 10-Q for the fiscal  period  ended March 1, 1996 for a
discussion of some of such factors.

Results of Operations

         The following table summarizes the Company's  performance for the first
quarter of fiscal 1997 as compared to the results for the  comparable  period in
fiscal 1996:

Increase (Decrease) Percent vs. 1996 Results:
<TABLE>

<CAPTION>
                                                            First Quarter

<S>                                                             <C>
Net sales                                                       10.8%
Gross profit                                                    15.7%
Selling and administrative expenses                              6.2%
Operating income                                               167.2%
Income before income taxes                                     218.4%
Net income                                                     199.0%
</TABLE>

Operating Ratios as a Percent to Net Sales:

<TABLE>
                                                      First Quarter
                                         --------------------------------------
<CAPTION>
                                                1997                 1996
                                         ------------------    ----------------

<S>                                             <C>                 <C>
Gross profit                                    34.9%               33.4%
Selling and administrative expenses             30.1%               31.4%
Operating income                                 4.8%                2.0%
Income before income taxes                       4.9%                1.7%
Net income                                       3.1%                1.2%
</TABLE>


                                      7



<PAGE>



PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

Net Sales

         Net sales in the first quarter of fiscal 1997  increased  $12.9 million
(10.8%) from the sales level achieved in the comparable period of fiscal 1996. A
14.2% increase in revenues related to the Company's  wholesale  divisions during
the first  quarter  of 1997  offset a 7.2%  decline in retail  sales  during the
latest  period.  With respect to the  wholesale  divisions of the Company,  unit
shipments of current line  merchandise  during the first quarter were 14% higher
than the 1996 first  quarter  and  average  selling  prices in the 1997  quarter
increased  6.2% from last year,  primarily  due to the mix of sales  between the
Company's  various  branded   divisions.   The  higher  sales  of  current  line
merchandise  during the first  quarter of 1997 offset a 42% decline in the sales
of discontinued products. Excluding the impact of product mix charges, net sales
in the first quarter of 1997  increased by  approximately  $0.1.  million due to
selling price inflation.

         In the first  quarter of fiscal  1997,  the  increased  revenues of the
Company's wholesale businesses were helped by the shipment of the initial orders
of the Tommy  Hilfiger(R)  division.  The Tommy  Hilfiger(R) men's product line,
which is being  marketed under a license  agreement  with the Tommy  Hilfiger(R)
Corporation,  was introduced to consumers in leading department stores and other
specialty  retailers  on  February 1, 1997.  The Spring  product  line  includes
athletic,  sport and casual  collections for men. For the Fall season, the Tommy
Hilfiger(R)  division will  introduce  outdoor and dress styles for men and will
deliver a boys' product line for  back-to-school  selling.  The Company's  other
wholesale divisions also contributed to the higher revenues in the first quarter
of 1997.  Sales of the Stride  Rite  Children's  Group to  independent  dealers,
family shoe stores and department  stores  increased 7% during the first quarter
of 1997. The Sperry Top-Sider  division's sales during the first quarter of 1997
increased  9% as  compared  to the  comparable  period in fiscal 1996 with a 30%
increase in the sales of current  line  merchandise  offsetting a 78% decline in
the  sales  of  discontinued  products.  Sales  of the  Company's  International
division increased 4% during

                                   8

<PAGE>




PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

during the first  quarter of 1997.  Sales of the Keds  division,  the  Company's
largest  business  unit,  decreased  11% during the first quarter of 1997 as the
sales of  discontinued  styles in the quarter  decreased  21% from last year and
some business  shifted to the second quarter,  which the Company believes is due
to additional  customers taking  advantage of Keds reorder  capabilities on core
styles.  Over the past few years, a larger proportion of the sales of Keds basic
styles has been transacted  through  quick-response  reorders during the selling
season. The sell-through  performance of Keds products during retail promotional
events  scheduled by major  retailers  in the second  quarter of 1997 will be an
important factor in determining Keds' success for the Spring season.

         For the first  quarter of fiscal 1997,  sales of the  Company's  Retail
division,  which  includes  the  Stride  Rite  children's  booteries  and leased
departments, manufacturers' outlets and the initial stores of the Great Feet(TM)
and Keds retail concepts, decreased 7% from 1996 as a lower store count offset a
2.4% increase in sales at comparable  stores. At the end of the first quarter of
1997, the Retail  division  operated 204 stores,  down 14% from the total of 236
stores which were open in February 1996.

Gross Profit

         During the first quarter of fiscal 1997,  gross profit  increased  $6.3
million,  a gain of 15.7%  compared  to the net sales  increase  of  10.8%.  The
consolidated  gross profit percent in the three months  increased 1.5 percentage
points,  finishing  at 34.9% in 1997  compared to 33.4% in 1996.  The  increased
sales of current line merchandise and the lower sales of discontinued  styles in
the first  quarter of 1997  produced a more  profitable  product mix than in the
comparable period of 1996.  Inventory  obsolescence charges and retail markdowns
were lower in the 1997 period due to the Company's  reduced inventory levels and
a more disciplined approach to purchasing seasonal products.  The LIFO provision
also had a favorable  impact on gross  profit  comparisons,  with LIFO  reducing
gross profit by $0.2 million (0.2% of net sales) in 1997 compared to a reduction
of $1.1 million (0.9% of net sales) in 1996. Inefficiencies in domestic

                                     9

<PAGE>



PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

manufacturing  operations  widened in the  latest  quarter,  reducing  the gross
profit  percentage  by 1.1% in the first quarter of 1997 compared to 0.6% in the
first quarter of 1996. In February  1997,  the Company  announced the closure of
its two  remaining  children's  footwear  manufacturing  facilities in Missouri.
Reserves and accruals  established  in prior years are expected to be sufficient
to offset the employee  severance and other  nonrecurring  costs  resulting from
this decision.  However,  the Company  expects to incur  additional  unfavorable
operating  variances  during  the  second  quarter  of fiscal  1997 as the final
production at these  facilities is completed and the transfer of styles to lower
cost  resources  in the Far East  and  Mexico  is  accomplished.  The  decreased
contribution to consolidated  sales of the Retail  division,  the portion of the
Company with the highest gross profit percentage,  also negatively  impacted the
consolidated  gross profit  performance  in the first  quarter,  as retail sales
accounted  for 13.1% of total  sales in 1997  compared  to 15.6% of sales in the
first quarter of 1996.

Operating Costs

         Selling and administrative expenses in the first quarter of fiscal 1997
increased  $2.3 million or 6.2% above the spending level in the first quarter of
1996. This rate of increase compares  favorably to the overall gain in net sales
of 10.8%.  Operating  costs as a percentage of sales decreased from last year by
1.3  percentage  points in the first quarter (30.1% in 1997 compared to 31.4% in
1996).  Higher advertising  spending,  which increased by $1.5 million or 22% in
the first  quarter of 1997,  accounted  for a large  portion of the  increase in
operating expenses.  The additional  advertising costs were primarily related to
the launch of the Tommy Hilfiger(R)  product line. As a percentage of net sales,
advertising  expense  represented  6.3% of sales in the first  quarter  of 1997,
which  was  higher  than the  spending  rate of 5.7% of sales in the  comparable
period in 1996. Retail store expenses decreased 7.4% during the first quarter of
1997 due to the  closing  of  underperforming  locations  over  the  past  year.
Distribution  expenses  decreased  3.9% during the first quarter of 1997 despite
the  increased  sales volume of the  wholesale  business  units due to increased
efficiencies  at  the  Company's  Kentucky  distribution  center.   Distribution
expenses  represented 2.4% of net sales in the first quarter of 1997 compared to
2.8% in the 1996 first quarter.



                                      10

<PAGE>



PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

Other Income and Taxes

         Other income (expense)  increased pre-tax income by $0.1 million in the
first quarter of fiscal 1997 compared to a decrease of $0.3 million in the first
three months of fiscal 1996. Interest income increased $0.1 million in the first
quarter of 1997 due to higher levels of short-term investments. Interest expense
in the first quarter of 1997 was lower than 1996,  decreasing  $0.3 million,  as
the  Company  maintained  inventories  at lower  levels  than in  1996.  Average
short-term  borrowings  in the first  quarter  of 1997 were $0.6  million,  down
significantly  from the average borrowings of $18.6 million in the first quarter
of 1996.

         The  provision  for income  taxes  increased  $1.7 million in the first
quarter  of fiscal  1997 as  compared  to the  similar  period  in  fiscal  1996
primarily due to the higher pre-tax  income earned in the 1997 period.  The 1997
effective income tax rate was also higher, 36% compared to 31.8% in 1996, due to
reduced tax savings related to a company-owned life insurance program.

Net Income

         Net income for the first quarter of fiscal 1997 increased $2.7 million,
up 199% from the income  earned in the 1996  first  quarter.  With the  improved
gross profit and the increase in operating expenses well below the rate of sales
growth,  the Company's return on net sales in the first quarter of 1997 improved
by 1.9 percentage points (3.1% of sales in 1997 compared to 1.2% in 1996).

Liquidity and Capital Resources

         At February 28, 1997,  the Company's  balance sheet  reflects a current
ratio of 3.1 to 1 with no long-term  debt.  The  Company's  cash and  short-term
investments  totaled $47.8 million at the end of the latest  quarter,  down from
the cash and investments  total of $50.8 million at the end of the first quarter
of 1996.  In 1997,  other assets also included  $8.7 million of  investments  in
intermediate-term,  fixed  income  instruments.  The Company  uses bank lines of
credit to fund seasonal working capital needs.


                                      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 (Continued)

Borrowings  under these lines of credit  totaled  $3.2  million at February  28,
1997,  significantly lower than the $30.1 million of short-term debt outstanding
at end of the first quarter of 1996. The Company's cash and investments balance,
net of these short-term  borrowings,  totaled $53.3 million at February 28, 1997
compared to a net asset  position of $20.7  million at the end of the 1996 first
quarter.

         The Company's normal seasonal shipping and cash flow patterns generally
require  the use of funds in the first  quarter of the fiscal  year.  During the
first  quarter of fiscal 1997,  the Company  used $32.2  million of cash to fund
operating  needs.  This negative  cash flow amount was slightly  higher than the
$30.2 million use of cash to fund operations  during the first quarter of fiscal
1996.

         At February 28, 1997,  receivable  and inventory  levels totaled $200.2
million,  a decrease  of $18.9  million or 8.6% from the  $219.1  million  asset
amount at the end of the first  quarter of 1996.  Accounts  receivable  of $92.8
million at the end of the 1997 first  quarter was down slightly from 1996 amount
despite  the 14.2%  increase  in  revenues  related to the  Company's  wholesale
businesses. Inventories were also lower at the end of the first quarter of 1997,
down  $18.8  million  or 14.9%  from the 1996  level,  as  additional  inventory
associated  with the Tommy  Hilfiger(R)  business  was more  than  offset by the
impact of retail store  closings and a reduction in the inventory  level of Keds
products.

         The Company's Board of Directors had previously authorized a 16 million
share stock  repurchase  program.  During the first quarter of 1997, the Company
repurchased 492,900 shares of common stock for an aggregate  expenditure of $5.8
million in cash. The latest transactions bring the cumulative shares repurchased
under the program to 14,450,400  shares, or 90% of the authorized total, and the
aggregate expenditure amount to $125.8 million.





                                      12

<PAGE>





PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

                Exhibit No.              Description of Exhibit

                11                       Computation of Per Share Earnings
                27                       Financial Data Schedule
          (b)   Reports on Form 8-K

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




























                                     13


<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 11, 1997                By:  /S/ John M. Kelliher
                                     -------------------------
                                          John M. Kelliher
                                          Vice President, Finance,
                                          Treasurer and Corporate
                                          Controller

























                                      14


<PAGE>




                           THE STRIDE RITE CORPORATION

                                INDEX TO EXHIBITS

     Exhibit
        No.                                                Sequential Page No.

        11          Computation of Per Share Earnings           16 of 17
        27          Financial Data Schedule                     17 of 17






























                                   15

<PAGE>