1 of 15 Pages
                                                            Exhibit Index
                                                       Appears on Page 14

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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 10-Q

(Mark One)

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

                        For the quarterly period ended March 3, 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 April 7, 2000,  43,263,134  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>
                                      March 3,                      February 26,
                                        2000        December 3,         1999
                                     (Unaudited)        1999        (Unaudited)
                                    --------------  -------------  -------------

  Assets

  Current Assets:
<S>                                        <C>          <C>              <C>
     Cash and cash equivalents             $3,850       $ 57,186         $2,327

     Accounts and notes
       receivable, net                    105,374         47,478        108,485

     Inventories                          106,521        121,167        125,610

     Deferred income taxes                 26,303         26,303         24,758

     Other assets                           4,645          4,895          4,478
                                          -------        -------       --------

     Total current assets                 246,693        257,029        265,658

  Property and equipment, net              69,594         67,425         59,433

  Other assets                             21,134         21,738         24,193
                                          -------        -------       --------

     Total assets                        $337,421       $346,192       $349,284
                                         ========       ========       ========
</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>
                                    March 3,                       February 26,
                                      2000         December 3,         1999
                                  (Unaudited)         1999          (Unaudited)
                                 ---------------  --------------   -------------

  Liabilities and Stockholders' Equity

  Current Liabilities:
     Short-term debt                  $  6,000             -          $ 13,700
<S>                                     <C>          <C>                <C>
     Accounts payable                   24,402       $ 41,557           28,951
     Income taxes payable               25,933         22,059           22,731
     Accrued expenses and other
       liabilities                      27,717         26,862           29,033
                                      --------       --------       ----------
     Total current liabilities          84,052         90,478           94,415

  Deferred income taxes                  5,219          5,219            6,042


  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                            20,732         20,738           21,975

    Retained earnings                  360,697        355,158          341,833

     Less cost of 13,641,463
       shares of common stock
        held in treasury
        (12,312,461 on December
        3, 1999 and 10,541,243
        on February 26, 1999)         (147,516)      (139,638)        (129,218)
                                      ---------     ---------        ---------
     Total stockholders' equity        248,150        250,495          248,827
                                      --------      ---------        ---------

     Total liabilities and
       stockholders' equity           $337,421      $ 346,192        $ 349,284
                                      ========      =========        =========
</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 March 3, 2000 and February 26, 1999
                      (In Thousands Except Per Share Data)

<TABLE>
<CAPTION>
                                               2000              1999
                                            ------------     --------------

<S>                                          <C>                <C>
Net sales                                    $151,663           $148,184

Cost of sales                                  96,766             93,677

Selling and administrative expenses            43,264             44,540
                                             --------           --------

Operating income                               11,633              9,967

Other income (expense):
   Interest income                                861                957
   Interest expense                              (473)              (646)
   Other, net                                      41               (365)
                                             --------           ---------
                                                  429                (54)
                                             --------           ---------

Income before income taxes                     12,062              9,913

Provision for income taxes                      4,575              3,764
                                             --------           --------

Net income                                   $  7,487            $ 6,149
                                             ========           ========

Net income per common share:

   Diluted                                   $    .17            $   .13
                                             ========           ========
   Basic                                     $    .17            $   .13
                                             ========           ========

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

Average shares used in per share computations:

   Diluted                                     44,103             46,530
                                             ========           ========
   Basic                                       43,980             46,394
                                             ========           ========
</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
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                      For  the  three  months  ended  March 3,  2000 and
                           February 26, 1999 (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                         2000           1999
                                                    --------------   -----------
Cash was provided from (used for) Operations:

<S>                                                      <C>           <C>
   Net income                                            $ 7,487       $  6,149
   Adjustments to reconcile to net cash
     provided from (used for) operations:
   Depreciation and amortization                           2,938          2,499
   Compensation expense related to executive
     stock plans                                              60            160
   Equity in loss of affiliate                                 -            276
   Loss on disposal of property and equipment                  -            908
   Changes in:
      Accounts and notes receivable                      (57,896)       (52,010)
      Inventories                                         14,647          2,862
      Other current assets                                   250          1,619
      Accounts payable, income taxes, accrued
        expenses and other current liabilities           (12,154)        (3,956)
                                                         --------       --------
      Net cash used for operations                       (44,668)       (41,493)
                                                         --------       --------
Investments:
   Additions to property and equipment                    (5,041)        (4,424)
   Decrease in noncurrent marketable
     securities                                            1,394            346
   Increase in other assets                                 (856)        (5,965)
                                                         --------       --------
      Net cash used for financing investments             (4,503)       (10,043)
                                                         --------       --------
Financing:
   Proceeds from sale of stock under stock plans               -             55
   Cash dividends paid                                    (2,247)        (2,319)
   Repurchase of common stock                             (7,918)             -
   Short-term debt                                         6,000         13,700
                                                         --------       -------
      Net cash provided from (used for) financing         (4,165)        11,436
                                                         --------       -------

Net decrease in cash and cash equivalents                (53,336)       (40,100)

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

Cash and cash equivalents at end of the period           $ 3,850       $  2,327
                                                         =======       ========
</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 March 3, 2000 and February 26,
1999 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 March 3, 2000 and  February  26, 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  amount 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 reported
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.

                                        6


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                     NOTE 2

      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
                                               ---------------------------------
                                                 March 3,           February 26,
                                                  2000                1999
                                               --------------     --------------

<S>                                                 <C>                <C>
Net income applicable to common shares              $ 7,487            $ 6,149
                                                    =======            =======

Calculation of shares:
  Weighted average number of common shares
    outstanding(basic)                               43,980             46,394

  Common shares  attributable to assumed
   exercise of dilutive stock options and
   stock purchase rights using the treasury
   stock method                                         123                136
                                                    -------            -------

Average common shares and common equivalents
  outstanding during the period (diluted)            44,103             46,530
                                                    =======            =======

Net income per common share (basic)                   $ .17              $ .13
                                                      =====              =====

Net income per common share (diluted)                 $ .17              $ .13
                                                      =====              =====
</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:

                                                  First Quarter
                                           ----------------------------
                                                 2000            1999
                                           ------------    ------------
Options to purchase shares of common
  stock (in thousands)                           3,572           2,591







                                        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

Certain Factors Affecting Future Operating Results

      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 first
quarter of fiscal 2000 as compared to the results for the  comparable  period in
fiscal 1999:

<TABLE>
Increase (Decrease) Percent vs. 1999 Results:

<CAPTION>
                                                                First Quarter

<S>                                                                  <C>
Net sales                                                            2.3%
Gross profit                                                         0.7%
Selling and administrative expenses                                 (2.9)%
Operating income                                                    16.7%
Income before income taxes                                          21.7%
Net income                                                          21.8%
</TABLE>

<TABLE>
Operating Ratios as a Percent to Net Sales:

<CAPTION>
                                                      First Quarter
                                             --------------------------------
                                                 2000              1999
                                             --------------    --------------
<S>                                                  <C>               <C>
Gross profit                                         36.2%             36.8%
Selling and administrative expenses                  28.5%             30.1%
Operating income                                      7.7%              6.7%
Income before income taxes                            8.0%              6.7%
Net income                                            4.9%              4.1%
</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 first  quarter  of fiscal  2000  increased  $3.5  million
(2.3%) from the sales level  achieved in the  comparable  period of fiscal 1999.
Revenues related to the Company's wholesale brands increased 2% during the first
quarter of 2000,  while retail  sales  during the period  increased 3% from last
year.  During the first quarter of 2000, the wholesale brands of the Company had
unit  shipments of current line  merchandise  which were 2% higher than the 1999
first  quarter.  The  Company's  average  selling  price  decreased in the first
quarter of 2000, by 1% from 1999.  This price  decrease was primarily the result
of a lower-priced  product mix in the Tommy Hilfiger  footwear  brand.  Sales of
discontinued products increased $4.5 million in the first quarter of fiscal 2000
as compared to the  comparable  period of fiscal 1999 as the Company  paid close
attention to asset management.

      During the first  quarter of fiscal 2000,  each domestic  wholesale  brand
experienced increased sales as compared to the 1999 first quarter.  Sales of the
Keds business unit  increased 7% during the first quarter of 2000,  with most of
the sales growth related to Keds women's product lines. Sales of the Stride Rite
Children's  Group in the first  quarter of 2000  increased 1% as compared to the
same period in 1999 with higher retail sales  accounting  for all of the gain in
the period.  Retail  sales in the first  quarter of 2000  benefited  from a more
productive  store mix and improved  sales at  comparable,  company-owned  stores
which  increased  1.5% from the first  quarter of 1999.  At the end of the first
quarter of 2000, the Company operated 188 stores,  down from the 195 stores open
at the end of the first quarter in 1999.  Sales of the Sperry brand increased 6%
in the first quarter,  driven by classic,  Sperry Top-Sider boat shoes. Sales of
the Tommy  Hilfiger  footwear  brand in 2000 were 4% above the first  quarter of
fiscal 1999.  The product  line for women  continues to perform well with higher
sales, offsetting a decrease in the sales of men's and boys' products during the
first  quarter of 2000.  Sales of the  Company's  International  division in the
first quarter of 2000  decreased $1.8 million or 27% compared to the prior year,
due to a combination of delayed shipments and the Company's  continued  strategy
to emphasize royalty over distribution type arrangements.

Gross Profit

      During the first  quarter of fiscal  2000,  gross  profit  increased  $0.4
million,  or 1%, as compared to the net sales increase of 2.3%. The consolidated
gross  profit  percentage  for the  first  three  months of 2000  decreased  0.6
percentage points, to 36.2% in 2000 from 36.8% in 1999. The overall gross profit
decline was due principally to the increased  sales of discontinued  products in
the quarter  compared  to last year,  particularly  in the Keds brand.  The LIFO
provision also had an unfavorable effect on gross profit comparisons,  with LIFO
decreasing  gross profit by $0.8 million (0.5% of net sales) in 2000 compared to
a decrease of $0.6 million (0.4% of net sales) in 1999.

                                        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)


Operating Costs

      Selling and  administrative  expenses in the first  quarter of fiscal 2000
decreased 2.9% as compared to the first quarter of 1999 as the Company continues
to contain  operating  costs.  Operating  costs as a percentage  of sales in the
first quarter  decreased from last year by 1.6 percentage  points (28.5% in 2000
compared  to 30.1% in 1999).  The expense  level in the first  quarter of fiscal
2000  was  favorably  impacted  by the  Company's  restructuring  efforts  which
eliminated  approximately 125 administrative  positions during the third quarter
of fiscal 1999.  Advertising  expense represented 5.9% of net sales in the first
quarter  of 2000,  which  was below  the  spending  rate of 6.8% of sales in the
comparable period in 1999, largely due to a shift from television to print media
with respect to the Keds brand  resulting in a spending plan that was lower than
last  year.  Distribution  expenses  represented  2% of net  sales in the  first
quarter of 2000 compared to 2.3% in the 1999 first quarter.

Other Income and Taxes

      Other income  (expense)  increased  pre-tax  income by $0.4 million in the
first quarter of fiscal 2000 compared to a decrease of $0.1 million in the first
quarter of fiscal 1999.  Interest  income  during the first  quarter of 2000 was
slightly below the prior year. Interest expense in the first quarter of 2000 was
lower than 1999,  decreasing $0.2 million.  While average  interest rates in the
quarter were higher than in 1999,  average  short-term  borrowings  in the first
quarter of 2000 were $26.0  million,  40% below the average  borrowings of $43.3
million in the first quarter of 1999.

      The provision for income taxes increased $0.8 million in the first quarter
of fiscal 2000 as compared to the similar period in fiscal 1999 primarily due to
the higher  pre-tax income earned in the period.  The 2000 effective  income tax
rate was slightly lower, 37.9% compared to 38.0% in 1999.

Net Income

      Net income for the first quarter of fiscal 2000 increased $1.3 million, up
21.8% from the income earned in the 1999 first quarter.  The increased net sales
and lower operating costs were the primary factors  contributing to the improved
earnings.  As a  result,  the  Company's  return on net  sales  improved  by 0.8
percentage  points in the first  quarter of 2000 (4.9% of sales in 2000 compared
to 4.1% in 1999).

                                       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)

Liquidity and Capital Resources

      At March 3, 2000, the Company's  balance sheet reflects a current ratio of
2.9 to 1 with no long-term  debt. The Company's cash and short-term  investments
totaled $3.9 million at the end of the latest quarter,  slightly above the prior
year's cash and  investments  total of $2.3  million.  The Company  uses its $75
million  revolving  credit  agreement to fund seasonal  working  capital  needs.
Borrowings  under  this line of credit  totaled  $6.0  million at March 3, 2000,
lower than the $13.7 million of short-term  debt  outstanding  at the end of the
first quarter of 1999.

      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 2000,  the Company  used $44.7  million of cash to fund
operating  needs.  This  negative  cash flow  amount was  higher  than the $41.5
million use of cash to fund operations during the first quarter of fiscal 1999.

      At March 3, 2000,  accounts receivable and inventory levels totaled $211.9
million,  a decrease  of $22.2  million or 9.5% below the $234.1  million  asset
amount at the end of the first quarter of 1999.  Accounts  receivable at the end
of the first quarter of 2000  decreased  $3.1 million or 3% from the same period
in 1999, despite the higher sales level in 2000.  Inventories were significantly
lower at the end of the first  quarter of 2000,  down $19.1  million or 15% from
the 1999 level.  The principal reason for the lower inventory levels in 2000 was
an  overall  reduction  in  basics  style  inventory   compared  to  last  year,
particularly in the Keds brand.

      Additions  to property  and  equipment  totaled  $5.0 million in the first
quarter of 2000 compared to $4.4 million in the 1999 first quarter. The majority
of the capital  expenditure  increase related to computer  equipment and related
software.  During the first  quarter of 2000,  the Company  continued  its share
repurchase program,  buying back 1.3 million shares of common stock at a cost of
$7.9 million.  At March 3, 2000, the Company has 3.9 million shares remaining on
the repurchase authorization voted by the Board of Directors in December 1999.

                                       11


<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

                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.

                                       12


<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, 2000               By:  /S/ John M. Kelliher
                                    -------------------------
                                         John M. Kelliher
                                         Chief Financial Officer

                                       13


<PAGE>



                           THE STRIDE RITE CORPORATION

                                INDEX TO EXHIBITS

    Exhibit                                            Sequential Page No.
                                                       -------------------
     No.

       27      Financial Data Schedule                       15 of 15









































                                       14


<PAGE>