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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 September 1, 2000

( )   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 ( )
                                 -

As of October 9, 2000,  41,698,051 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
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                 September 1,                      August 27,
                                     2000          December 3,        1999
                                  (Unaudited)         1999         (Unaudited)
                                 --------------   --------------  --------------

  Assets

  Current Assets:
<S>                                    <C>             <C>             <C>
     Cash and cash equivalents         $42,762         $ 57,186        $ 44,558

     Accounts and notes
       receivable, net                  82,578           47,478          86,166

     Inventories                        78,766          121,167          98,578

     Deferred income taxes              26,489           26,303          25,796

     Other assets                        4,587            4,895           3,392
                                      --------         --------        --------

     Total current assets              235,182          257,029         258,490

  Property and equipment, net           75,326           67,425          65,865

  Other assets                          21,260           21,738          23,675
                                      --------          -------        --------

     Total assets                     $331,768         $346,192        $348,030
                                      ========         ========        ========

</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
              CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                  September 1,                      August 27,
                                      2000         December 3,         1999
                                  (Unaudited)         1999         (Unaudited)
                                 ---------------  --------------   -------------

  Liabilities and Stockholders' Equity

  Current Liabilities:
<S>                                 <C>              <C>             <C>
     Accounts payable               $ 20,716         $ 41,557        $21,394
     Income taxes payable             23,828           22,059         24,822
     Accrued expenses and other
       liabilities                    25,552           26,862         31,761
                                    --------         --------      ---------
     Total current liabilities        70,096           90,478         77,977

  Deferred income taxes                5,109            5,219          6,134


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

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

     Capital in excess of par
       value                          20,275           20,738         21,833

    Retained earnings                374,558          355,158        357,003

     Less cost of 14,512,359
        shares of common stock
        held in treasury
        (12,312,461 on December
        3, 1999 and 10,549,467
        on August 27, 1999)         (152,507)        (139,638)      (129,154)
                                   ---------        ---------      ---------
     Total stockholders' equity      256,563          250,495        263,919
                                   ---------        ---------      ---------

     Total liabilities and
       stockholders' equity        $ 331,768        $ 346,192       $348,030
                                   =========        =========      =========
</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
           CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
         For the periods ended September 1, 2000 and August 27, 1999
                      (In Thousands Except Per Share Data)

<TABLE>
<CAPTION>
                          Three Months Ended             Nine Months Ended
                          ------------------             -----------------
                      September 1     August 27     September 1     August 27
                          2000           1999          2000            1999
                      -----------     ---------      ----------     ----------

<S>                   <C>             <C>           <C>             <C>
Net sales             $144,760        $155,952      $452,956        $470,390

Cost of sales           92,700          98,157       288,135         296,846

Selling and
  administrative
  expenses              40,242          39,501       124,361         129,362

Nonrecurring charge          -           3,254             -           3,254
                      --------        --------      --------        --------

Operating income        11,818          15,040        40,460          40,928

Other income
  (expense):
  Interest income        1,244           1,920         2,888           3,585
  Interest expense        (394)           (402)       (1,548)         (1,706)
  Other, net               (38)           (187)          (48)           (834)
                      --------        --------      --------        --------
                           812           1,331         1,292           1,045
                      --------        --------      --------        --------
Income before
  income taxes          12,630          16,371        41,752          41,973

Provision for
  income taxes           4,848           6,258        15,874          15,948
                      --------        --------      --------        --------

Net income            $  7,782        $ 10,113      $ 25,878        $ 26,025
                      ========        ========      ========        ========

Net income per
common share:
  Diluted             $    .18        $    .22      $    .59        $    .56
                      ========        ========      ========        ========
  Basic               $    .18        $    .22      $    .60        $    .56
                      ========        ========      ========        ========
Dividends per
common share          $    .05        $    .05      $    .15        $    .15
                      ========        ========      ========        ========

Average common
shares used in per
share computations:
  Diluted               43,167          46,644        43,582          46,671
                      ========        ========      ========        ========
  Basic                 43,004          46,440        43,402          46,418
                      ========        ========      ========        ========
</TABLE>






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

                                        4


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                         THE STRIDE RITE CORPORATION
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
    For the nine months ended September 1, 2000 and August 27, 1999
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                     September 1,     August 27,
                                                         2000            1999
                                                    --------------  ------------
Cash was provided from (used for) Operations:
<S>                                                   <C>              <C>
   Net income                                         $25,878          $26,025
   Adjustments to reconcile to net cash provided
      from (used for) operations:
   Depreciation and amortization                        9,067            7,497
   Deferred income taxes, net                            (296)            (946)
   Compensation expense related to executive
      stock plans                                         171              296
   Equity in loss of affiliate                              -              813
   Loss on disposal of property and
      equipment                                           593              935
   Changes in:
      Accounts and notes receivable                   (35,100)         (29,691)
      Inventories                                      42,401           29,894
      Other current assets                                308            2,706
      Accounts payable, income taxes, accrued
       expenses and other current liabilities         (20,391)          (7,393)
                                                    ---------        ---------
      Net cash provided from operations                22,631           30,136
                                                    ---------        ---------
Investments:
   Additions to property and equipment                (17,362)         (15,804)
   Sales(purchases)of marketable securities, net            7             (320)
   Decrease (increase) in other assets                    273           (4,857)
                                                    ---------        ---------
      Net cash used for investments                   (17,082)         (20,981)
                                                    ---------        ---------
Financing:
   Proceeds from sale of stock under stock plans          389              385
   Cash dividends paid                                 (6,581)          (6,961)
   Repurchase of common stock                         (13,781)            (448)
                                                    ---------        ---------
      Net cash used for financing                     (19,973)          (7,024)
                                                    ---------        ---------

Net increase(decrease)in cash and cash
equivalents                                           (14,424)           2,131

Cash and cash equivalents at beginning of the
period                                                 57,186           42,427
                                                    ---------        ---------

Cash and cash equivalents at end of the period        $42,762          $44,558
                                                    =========        =========
</TABLE>



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








                                        5


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                     NOTE 1

      The  financial  information  included in this Form 10-Q of The Stride Rite
Corporation  (the  "Company") for the periods ended September 1, 2000 and August
27,  1999 is  unaudited  and  subject to  year-end  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  September 1, 2000 and August 27, 1999 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  December  3, 1999 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 contingency  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.


                                     NOTE 2

      In the  third  quarter  of  fiscal  1999,  the  Company  recorded  pre-tax
nonrecurring  charges of $3,254,000  related to a restructuring of corporate and
divisional  operations.  The following table summarizes activity with respect to
the accrued liabilities  related to these nonrecurring  charges during the first
nine months of fiscal 2000:

        Balance at beginning of year            $1,517

        Amounts charged against accrual           (912)
                                                ------

        Balance at September 1, 2000              $605
                                                ======

The  Company  expects to complete  all  payments  related to this  restructuring
during the fourth quarter of fiscal 2000.










                                        6


<PAGE>


      PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                     NOTE 3

      Basic earnings per share excludes dilution and is computed by dividing net
earnings  available to common  stockholders  by the weighted  average  number of
common shares  outstanding for the period.  Diluted  earnings per 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   Nine Months Ended
                                         ------------------   -----------------
                                        Sept. 1,  Aug. 27,    Sept. 1,  Aug. 27,
                                          2000       1999       2000      1999
                                          ----       ----       ----      ----
Net income applicable to common
<S>                                     <C>       <C>        <C>       <C>
shares                                  $  7,782  $ 10,113   $ 25,878  $ 26,025

Calculation of shares:
   Weighted average number of common
     shares outstanding(basic)            43,004    46,440     43,402    46,418

   Common shares  attributable to
      assumed exercise of dilutive
      stock options and stock
      purchase rights using the
      treasury stock method                  163       204        180       253
                                        --------  --------   --------  --------

Average common shares and common
   equivalents outstanding during
   the period (diluted)                   43,167    46,644     43,582    46,671
                                        ========  ========   ========  ========

Net income per common share (basic)     $    .18  $    .22   $    .60  $    .56
                                        ========  ========   ========  ========

Net income per common share(diluted)    $    .18  $    .22   $    .59  $    .56
                                        ========  ========   ========  ========
</TABLE>


      The following  options were not included in the computation of diluted EPS
because the options' exercise price was greater than the average market price of
the common shares:

<TABLE>
<CAPTION>
                                      Third Quarter       First Nine Months
                                  ---------------------------------------------
                                     2000       1999       2000        1999
                                  ---------  --------  -----------  -----------
 Options to purchase shares of
<S>                                    <C>        <C>        <C>         <C>
 common stock (in thousands)           3,378      2,494      3,273       2,463

</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

      This form 10-Q contains  forward-looking  statements within the meaning of
Section 27A of the  Securities  Act of 1933 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",
"estimate",  "project",  "should", "expect" and similar expressions 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 various trends 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. Accordingly, past results and trends
should not be used by investors to anticipate future results or trends.  Some of
the key factors that may have a direct  bearing on our results are  presented in
the  Company's  Form 10-K for the fiscal  year ended  December 3, 1999 which was
filed with the Securities and Exchange Commission.

Results of Operations

      The following  table  summarizes the Company's  performance  for the third
quarter  and first nine months of fiscal 2000 as compared to the results for the
same periods in fiscal 1999:

<TABLE>
<CAPTION>
Increase (Decrease) Percent vs. 1999 results:
                                            Third Quarter      Nine Months

<S>                                             <C>               <C>
Net sales                                       (7.2)%            (3.7)%
Gross profit                                    (9.9)%            (5.0)%
Selling and administrative expenses              1.9%             (3.9)%
Operating income before nonrecurring
charges                                        (35.4)%            (8.4)%
Operating income                               (21.4)%            (1.1)%
Income before income taxes                     (22.9)%            (0.5)%
Net income                                     (23.0)%            (0.6)%
</TABLE>

<TABLE>
<CAPTION>
Operating Ratios as a Percent to Net Sales:
                                         Third Quarter       Nine Months
                                       --------------------------------------
                                         2000     1999      2000      1999
                                       -------  -------  ---------  ---------

<S>                                       <C>       <C>     <C>        <C>
Gross profit                              36.0%     37.1%   36.4%      36.9%
Selling and administrative expenses       27.8%     25.3%   27.5%      27.5%
Operating income before nonrecurring
   charges                                 8.2%     11.7%    8.9%       9.4%
Operating income                           8.2%      9.6%    8.9%       8.7%
Income before income taxes                 8.7%     10.5%    9.2%       8.9%
Net income                                 5.4%      6.5%    5.7%       5.5%
</TABLE>



                                        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)

Net Sales

     Net sales in the third  quarter of fiscal 2000  decreased  $11.2 million or
7.2% below the net sales  level for the same  period of fiscal  1999.  The major
reason for the decline was a shortfall  in reorders,  an important  component of
third quarter shipments.  In the third quarter of 2000, wholesale brand revenues
decreased 10%, while retail sales of Company-owned stores increased 10% from the
same period in 1999. Over the first nine months of 2000,  consolidated net sales
decreased by $17.4 million,  3.7% below the sales for the  comparable  period of
1999.  Revenues related to the Company's wholesale brands declined 6% during the
first nine months of 2000,  while retail sales  increased 8%. Unit  shipments of
current line  merchandise for the wholesale  brands during the first nine months
of 2000 were 2.4% below the  comparable  period in 1999.  The Company's  average
selling  price was also lower in the first nine  months of 2000,  decreasing  2%
from last year.  Sales of  discontinued  products  increased $6.3 million in the
first nine months of 2000 as compared  to the  comparable  period in 1999 as the
Company continues to actively monitor asset management.

     Sales of Stride Rite Children's  Group increased 1% in the third quarter of
fiscal  2000,  the result of a 10% increase in retail sales and a 7% decrease in
sales to  independent  accounts,  as compared to the same period in fiscal 1999.
During the third  quarter of 2000,  sales at  comparable,  company-owned  retail
stores  increased  2.3%  from  1999.  In fiscal  2000,  comparable  store  sales
benefited from the later fiscal calendar, which shifted an important week in the
back-to-school  season into the third  quarter.  On a calendar  adjusted  basis,
comparable  store sales in the third  quarter were 2% below 1999.  For the first
nine months of 2000, sales of the Stride Rite Children's Group increased 4% from
the  same  period  in 1999,  with  the  retail  revenues  increasing  8% and the
wholesale portion of the brand posting a 1% sales gain. Sales of the Stride Rite
brand in the first nine months of 2000 were helped by the  introduction of a new
line of baby  footwear  which  features the Natural  Motion  System(TM)  that is
designed to promote natural  development and walking  patterns for children.  At
the end of the third quarter of 2000, the Company operated 199 stores,  compared
to 205 stores open at the end of the third quarter in 1999.  The Company  opened
20 new stores and sold or closed 13 underperforming  locations in the first nine
months of 2000.

      In the third  quarter  of fiscal  2000,  sales of the Keds  brand were 12%
lower than the comparable period of 1999. Reorders in the quarter were 29% below
last year due to a major product  transition within the brand and generally weak
sales trends in the department store sector.  For the first nine months of 2000,
Keds' net sales  decreased 4% as compared to 1999, with the sales of women's and
children's  products  decreasing 9% and 10%,  respectively,  from the first nine
months of 1999,  somewhat offset by increased sales of discontinued  styles. The
Keds brand completed a major product transition in the first nine months of 2000
by  phasing  out the  Ready  to  Wear(TM)  product  line,  a basic  women's  and
children's  line that was first  introduced  in fiscal 1997.  Keds is increasing
marketing promotions in the second half of 2000 to support the further growth of
the Keds  Stretch(TM)  product line and the  introduction  of new women's casual
styles for the Fall season.


                                        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)

      Sales of Tommy Hilfiger  footwear  products in the third quarter of fiscal
2000  decreased  8% as compared  to the same period in 1999.  For the first nine
months of 2000,  sales of Tommy Hilfiger  footwear  decreased 10% as compared to
the same period in 1999. The general  downward trend of department  store retail
sales,  which  represents  the vast majority of Tommy Hilfiger  footwear  sales,
adversely  affected  results.   However,   overall  unit  shipments  of  current
merchandise were slightly above the comparable  three and nine-month  periods of
1999, with a shift to lower-priced product resulting in the decreased sales.

      Sales of the Sperry  brand  decreased  10% in the third  quarter of fiscal
2000 to bring  sales of the brand for the first  nine  months of this year to 2%
below the  comparable  period of fiscal 1999.  Sperry's third quarter sales were
also  negatively  impacted by lower  reorders and by reduced sales across all of
the brand's product lines.  International  revenues in the third quarter of 2000
were below the  comparable  period of 1999 by $0.5  million or 8%. For the first
nine months of 2000,  International  revenues  declined $2.6 million or 12% from
the  comparable  period of 1999,  as the Company  continued  to change  business
relationships to emphasize license royalty arrangements.

Gross Profit

      During the first nine months of fiscal 2000,  gross profit  decreased $8.7
million or 5% below the same period in fiscal 1999.  This  decrease  compares to
the net sales  decrease  of 3.7% for the same  period.  The  consolidated  gross
profit percent in the first nine months of 2000 decreased 0.5 percentage points,
finishing at 36.4% in 2000 compared to 36.9% in 1999.  Gross profit  performance
in the third quarter of 2000 deteriorated over the same period in 1999, 36.0% in
2000 compared to 37.1% in the 1999 third  quarter.  The  Company's  gross profit
performance in the nine month period was  negatively  impacted by 1.4 percentage
points due to increased sales  allowances,  inventory  obsolescence  charges and
retail markdowns.  The increased  significance of retail sales,  which typically
yields a higher gross profit  percentage,  to overall  consolidated  sales had a
favorable impact on gross profit  performance during the first half of 2000. The
Company's LIFO provision had a negative  impact on gross profit  comparisons for
the first nine months of 2000, with LIFO decreasing gross profit by $1.4 million
(0.3% of net sales) in 2000  compared to an increase of $0.1 million  (less than
1% of net sales) in 1999.

Operating Costs

      Selling  and  administrative  expenses  in the first nine months of fiscal
2000  decreased  $5  million or 3.9% from the  spending  level in the first nine
months of fiscal 1999.  Operating  costs as a  percentage  of sales in the first
nine  months of 2000 were  identical  to the same  period in 1999 (27.5% in both
2000 and 1999).  The  expense  level in the first  half of fiscal  2000 had been
favorably impacted by the Company's restructuring efforts, which eliminated



                                       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)

approximately  125  administrative  staff positions  during the third quarter of
1999. The Company recorded a nonrecurring charge of $3.3 million related to this
restructuring in the third quarter of fiscal 1999. Higher retail store expenses,
primarily  related to the start-up of new stores,  increased  overall  operating
expenses  by 0.4  percentage  points  during  the  first  nine  months  of 2000.
Advertising  expense  represented  6.1% of net sales in the first nine months of
2000, which was below the spending rate of 6.6% for 1999.  Advertising  costs in
the first nine months of fiscal 2000 decreased $3.3 million or 10.6%,  with most
of the cost decrease  occurring in the first half of the year. This  advertising
cost  decrease  is largely  due to a shift from  television  to print media with
respect to the Keds brand,  resulting in an annual  spending plan that was lower
than 1999. In fiscal 2000, the Company is also incurring  advertising costs on a
more balanced basis between the Spring and Fall seasons.

Other Income and Taxes

      Other income  (expense)  increased  pre-tax  income by $1.3 million in the
first nine months of fiscal 2000  compared to an increase of $1.0 million in the
similar period of fiscal 1999. Interest income for the first nine months of 2000
was $2.9 million,  down from the $3.6 million for the first nine months of 1999.
Interest  expense in the first nine  months of 2000  decreased  slightly to $1.5
million  compared to $1.7 million in 1999.  Lower average  borrowing levels were
nearly offset by an increase in the Company's average interest rate, 7.5% in the
first  nine  months  of  2000  compared  to  6.1% in  1999.  Average  short-term
borrowings  in the first nine months of 2000 were $26.3  million,  29% below the
average borrowings of $37.2 million in the comparable period of 1999.

      The provision for income taxes decreased slightly in the first nine months
of fiscal 2000 as compared to the similar  period in fiscal 1999,  primarily due
to the lower pre-tax income earned in the period.  The effective income tax rate
of 38.0% was the same in the nine-month periods of both fiscal years.

Net Income

      Net  income  for the  first  nine  months of fiscal  2000  decreased  $0.1
million,  down 0.6% from the income  earned in the same  period of fiscal  1999.
Lower  operating  expenses,  increased  other income and the absence of one-time
charges  in fiscal  2000  could not  offset  the impact of lower net sales and a
decreased gross profit percent, which were the primary factors for the decreased
earnings in the first nine months of fiscal 2000.  The  Company's  return on net
sales  increased to 5.7% in the first nine months of 2000 as compared to 5.5% in
1999.

Liquidity and Capital Resources

      At September 1, 2000, the Company's balance sheet reflects a current ratio
of 3.4 to 1 with no long-term  debt.  The  Company's  cash and cash  equivalents
totaled $42.8 million at the end of the latest quarter, below the

                                       11


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PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

prior year's cash and cash  equivalents  total of $44.6  million.  When combined
with  intermediate-term  fixed income  investments,  which are included in other
assets,  total  available  cash  and  investments  amounted  to $54  million  at
September 1, 2000  compared to $55.4  million in 1999.  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 September 1, 2000 or
August 27, 1999.

      During the first nine months of fiscal 2000, the Company  generated  $22.6
million of cash from  operations.  This  positive cash flow amount was below the
$30.1 million of cash provided from operations  during the same period in fiscal
1999. At September 1, 2000,  accounts  receivable  and inventory  levels totaled
$161.3  million,  a decrease  of $23.4  million or 13% below the $184.7  million
asset amount at the end of the third quarter of 1999. Accounts receivable at the
end of the third quarter of 2000  decreased $3.6 million or 4.2% compared to the
prior year, somewhat less than the wholesale businesses' sales decrease of 10.4%
in the third  quarter  of 2000.  Inventories  were also  lower at the end of the
third quarter of 2000,  down $19.8 million or 20.1% from the 1999 level,  due to
an overall  reduction in the  inventory  of Keds basic  styles  compared to last
year, and a more focused product line in the Stride Rite brand.

      Additions to property and  equipment  totaled  $17.4  million in the first
nine  months of fiscal  2000  compared  to $15.8  million for the same period in
fiscal 1999. In the fourth quarter of 2000,  the Company  expects to complete an
expansion of its Huntington, Indiana distribution facility, which will allow for
the termination of a higher cost outsourcing  arrangement for one of its brands.
Capital expenditures related to this expansion are planned at $6 million. During
the first  nine  months of 2000,  the  Company  continued  its share  repurchase
program,  buying  back 2.3  million  shares of  common  stock at a cost of $13.8
million. At September 1, 2000, the Company has three million shares remaining on
the  repurchase  authorization  approved by the Board of  Directors  in December
1999.



















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ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K


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

                Exhibit No.          Description of Exhibit

                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.













































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<PAGE>


                           THE STRIDE RITE CORPORATION


                                     SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned duly authorized.
                                    THE STRIDE RITE CORPORATION
                                    ---------------------------
                                      (Registrant)



Date:  October 13, 2000             By:  /S/ John M. Kelliher
                                    ---------------------------
                                      John M. Kelliher
                                      Chief Financial Officer









































                                       14

<PAGE>



                           THE STRIDE RITE CORPORATION

                                INDEX TO EXHIBITS




    Exhibit                                            Sequential Page No.
      No.

       27      Financial Data Schedule                          16











































                                       15

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