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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 June 2, 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 July 7, 2000, 43,073,852 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>
                                    June 2,                          May 28,
                                     2000          December 3,        1999
                                  (Unaudited)         1999         (Unaudited)
                                 --------------   --------------  --------------

  Assets

  Current Assets:
<S>                                   <C>              <C>             <C>
     Cash and cash equivalents        $ 40,911         $ 57,186        $ 30,560

     Accounts and notes
      receivable, net                   82,976           47,478          85,456

     Inventories                        79,021          121,167         110,472

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

     Other assets                        4,525            4,895           3,583
                                      --------          -------         -------

     Total current assets              233,736          257,029         254,829

  Property and equipment, net           72,064           67,425          63,626

  Other assets                          20,793           21,738          24,338
                                      --------         --------        --------

     Total assets                     $326,593         $346,192        $342,793
                                      ========         ========        ========

</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>
                                    June 2,                           May 28,
                                      2000         December 3,         1999
                                  (Unaudited)         1999          (Unaudited)
                                 ---------------  --------------   -------------

  Liabilities and Stockholders' Equity

  Current Liabilities:
<S>                                 <C>              <C>              <C>
     Accounts payable               $ 16,964         $ 41,557         $ 27,516
     Income taxes payable             22,701           22,059           20,742
     Accrued expenses and other
       liabilities                    26,890           26,862           31,946
                                    --------         --------       ----------
     Total current liabilities        66,555           90,478           80,204

  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
       Shares authorized -
         135,000,000
       Shares issued -
         56,946,544                   14,237           14,237           14,237

     Capital in excess of par
       value                          20,721           20,738           21,862

    Retained earnings                368,920          355,158          349,212

    Less cost of 13,874,260
       shares of common stock
       held in treasury
       (12,312,461 on December
       3, 1999 and 10,504,209
       on May 28, 1999)             (149,059)        (139,638)        (128,764)
                                   ---------        ---------        ---------
     Total stockholders' equity      254,819          250,495          256,547
                                   ---------        ---------        ---------

     Total liabilities and
       stockholders' equity        $ 326,593        $ 346,192        $ 342,793
                                   =========        =========        =========
</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 June 2, 2000 and May 28, 1999
                      (In Thousands Except Per Share Data)

<TABLE>
<CAPTION>
                               Three Months Ended            Six Months Ended
                               ------------------            ----------------
                              June 2,       May 28,       June 2,       May 28,
                               2000          1999           2000         1999
                            ------------  -----------  -----------   -----------

<S>                         <C>           <C>           <C>            <C>
Net sales                   $156,533      $166,253      $308,196       $314,437

Cost of sales                 98,669       105,012       195,435        198,689

Selling and
  administrative expenses     40,855        45,320        84,119         89,860
                            --------      --------      --------       --------

Operating income              17,009        15,921        28,642         25,888

Other income(expense):
  Interest income                783           707         1,644          1,665
  Interest expense              (681)         (658)       (1,154)        (1,304)
  Other, net                     (51)         (282)          (10)          (647)
                            --------      --------      --------       --------
                                  51          (233)          480           (286)
                            --------      --------      --------       --------
Income before income
  taxes                       17,060        15,688        29,122         25,602

Provision for income
  taxes                        6,451         5,925        11,026          9,690
                            --------      --------      --------       --------

Net income                  $ 10,609      $  9,763      $ 18,096       $ 15,912
                            ========      ========      ========       ========

Net income per common share:
  Diluted                   $    .24      $    .21      $    .41       $    .34
                            ========      ========      ========       ========
  Basic                     $    .25      $    .21      $    .42       $    .34
                            ========      ========      ========       ========
Dividends per common
share                       $    .05      $    .05      $    .10       $    .10
                            ========      ========      ========       ========

Average common shares
  used in per share
  computations:
  Diluted                     43,474        46,840        43,789         46,685
                            ========      ========      ========       ========
  Basic                       43,221        46,422        43,600         46,408
                            ========      ========      ========       ========
</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 six months ended June 2, 2000 and May 28, 1999
                            (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                    June 2, 2000    May 28,1999
                                                  ---------------  -------------
Cash was provided from (used for)
Operations:

<S>                                                   <C>              <C>
   Net income                                         $ 18,096         $ 15,912
   Adjustments to reconcile to net cash provided
      from (used for) operations:
   Depreciation and amortization                         6,070            5,190
   Compensation expense related to executive
      stock plans                                          117              228
   Equity in loss of affiliate                               -              813
   Loss on disposal of property and
      equipment                                            177              934
   Changes in:
      Accounts and notes receivable                    (35,498)         (28,981)
      Inventories                                       42,146           18,000
      Other current assets                                 370            2,514
      Accounts payable, income taxes, accrued
       expenses and other current liabilities          (23,897)          (5,095)
                                                      --------         --------
      Net cash provided from operations                  7,581            9,515
                                                      --------         --------
Investments:
   Additions to property and equipment                 (10,754)         (11,264)
   Net sales(purchases) of marketable securities         1,091             (772)
   Increase in other assets                               (278)          (5,062)
                                                      --------         --------
      Net cash used for investments                     (9,941)         (17,098)
                                                      --------         --------
Financing:
   Proceeds from sale of stock under stock plans             -              355
   Cash dividends paid                                  (4,427)          (4,639)
   Repurchase of common stock                           (9,488)               -
                                                      --------         --------
      Net cash used for financing                      (13,915)          (4,284)
                                                      --------         --------

Net decrease in cash and cash equivalents              (16,275)         (11,867)

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

Cash and cash equivalents at end of the period        $ 40,911         $ 30,560
                                                      ========         ========
</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 June 2, 2000 and May 28, 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 June 2, 2000 and May 28, 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 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.

                                     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 during the first
six months of fiscal 2000:

<TABLE>
<S>                                       <C>
Balance at beginning of year              $1,517
Amounts charged against accrual             (857)
                                          ------
Balance at June 2, 2000                     $660
                                          ======
</TABLE>


The  Company  expects to complete  all  payments  related to this  restructuring
during the third 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   Six Months Ended
                                         ------------------   ----------------
                                        June 2,   May 28,    June 2,   May 28,
                                          2000       1999      2000      1999
                                          ----       ----      ----      ----
Net income applicable to common
<S>                                    <C>       <C>        <C>       <C>
  shares                               $ 10,609  $  9,763   $ 18,096  $ 15,912

Calculation of shares:
   Weighted average number of common
     shares outstanding(basic)           43,221    46,422     43,600    46,408

   Common shares  attributable to
      assumed exercise of dilutive
      stock options and stock
      purchase rights using the
      treasury stock method                 253       418        189       277
                                        --------  --------   --------  --------

Average common shares and common
   equivalents outstanding during
   the period (diluted)                   43,474    46,840     43,789    46,685
                                        ========  ========   ========  ========

Net income per common share (basic)     $    .25  $    .21   $    .42  $    .34
                                        ========  ========   ========  ========

Net income per common share(diluted)    $    .24  $    .21   $    .41  $    .34
                                        ========  ========   ========  ========
</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>
                                     Second Quarter        First Six Months
                                  -------------------   -----------------------
                                     2000       1999       2000        1999
                                  --------    --------   ---------   ---------
 Options to purchase shares of
<S>                                  <C>         <C>       <C>         <C>
    common stock (in thousands)      2,870       708       3,221       2,142
</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 second
quarter  and first six months of fiscal  2000 as compared to the results for the
same periods in fiscal 1999:

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

<CAPTION>
                                           Second Quarter      Six Months
                                           --------------      ----------
<S>                                             <C>               <C>
Net sales                                       (5.8)%            (2.0)%
Gross profit                                    (5.5)%            (2.6)%
Selling and administrative expenses             (9.9)%            (6.4)%
Operating income                                 6.8%             10.6%
Income before income taxes                       8.7%             13.7%
Net income                                       8.7%             13.7%
</TABLE>

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

<CAPTION>
                                         Second Quarter       Six Months
                                         --------------       ----------
                                         2000     1999      2000      1999
                                       -------- --------  --------  --------

<S>                                       <C>       <C>     <C>        <C>
Gross profit                              37.0%     36.8%   36.6%      36.8%
Selling and administrative expenses       26.1%     27.3%   27.3%      28.6%
Operating income                          10.9%      9.6%    9.3%       8.2%
Income before income taxes                10.9%      9.4%    9.4%       8.1%
Net income                                 6.8%      5.9%    5.9%       5.1%
</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 second  quarter of fiscal 2000  decreased  $9.7 million or
5.8% below the net sales level for the same period of fiscal 1999. In the second
quarter of 2000,  wholesale  brand  revenues  decreased  8%,  while retail sales
increased  9% from the same  period in 1999.  Over the first six months of 2000,
consolidated  net sales  decreased by $6.2  million,  2% below the sales for the
comparable  period of 1999.  Revenues related to the Company's  wholesale brands
declined 3% during the first half of 2000, while retail sales increased 6%. Unit
shipments of current line  merchandise for the wholesale brands during the first
half of 2000 were 2% below the comparable  period in 1999. The Company's average
selling price was also lower in the first half of 2000,  decreasing 2% from last
year. Sales of discontinued  products  increased $10.4 million in the first half
of 2000 as compared to the  comparable  period in 1999 as the Company paid close
attention to asset management.

     Sales of Stride Rite  Children's  Group increased 11% in the second quarter
of fiscal  2000,  the result of a 9% increase in retail  sales and a 13% gain in
sales to  independent  accounts,  as compared to the same period in fiscal 1999.
During the second  quarter of 2000,  sales at comparable,  company-owned  retail
stores  increased 3.9% from 1999. For the first six months of 2000, sales of the
Stride Rite Children's Group increased 6% from the same period in 1999, with the
retail and wholesale portions increasing at a similar rate. Sales at comparable,
company-owned  retail stores increased 3.7% during the first half of 2000. Sales
of the  Stride  Rite  brand  in the  first  half  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 second quarter of 2000, the Company operated 193
stores,  down 4% from the 201 stores  open at the end of the  second  quarter in
1999.  The  Company  opened 10 new stores  and sold or closed 9  underperforming
locations in the first six months of 2000.

      In the  second  quarter  of fiscal  2000,  sales of the Keds brand were 8%
lower  than the  comparable  period of 1999.  For the first six  months of 2000,
Keds' net sales  decreased  1% compared  to 1999,  with the sales of women's and
children's products decreasing 7% and 9%,  respectively,  from the first half of
1999, somewhat offset by increased sales of discontinued  styles. The Keds brand
completed a major product  transition in the first six months of 2000 by phasing
out the "Ready to Wear" 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.

      Sales of Tommy Hilfiger  footwear products in the second quarter of fiscal
2000  decreased 23% as compared to the same period in 1999 with declines  across
all product  lines.  For the first six months of 2000,  sales of Tommy  Hilfiger
footwear decreased 11% as compared to the same period 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)

Although  overall unit shipments were even with the comparable  six-month period
of 1999, the shift to lower-priced  product  resulted in the decreased sales. In
the first six months of 2000,  sales of Tommy Women's products were flat to last
year, while sales declined for the Tommy Hilfiger men's and boys' business.

      Sales of the Sperry  Top-Sider brand decreased 4% in the second quarter of
fiscal  2000,  reducing  the first half  sales  gain to 1% above the  comparable
period of fiscal 1999. Sperry's second quarter sales were negatively impacted by
lower  reorders  and by  reduced  sales of the  brand's  women's  product  line.
International  revenues in the second  quarter of 2000 were above the comparable
period  of 1999 by $0.6  million  or 10%.  For the  first  six  months  of 2000,
International  revenues  declined $2.1 million or 14% from the comparable period
of 1999, as the Company continued to change business  relationships to emphasize
license royalty arrangements.

Gross Profit

      During the first six months of fiscal 2000,  gross profit  decreased  $3.0
million or 2.6% below the same period in fiscal 1999. This decrease  compares to
the net sales decrease of 2% for the same period.  The consolidated gross profit
percent in the first half of 2000 decreased 0.2 percentage points,  finishing at
36.6% in 2000 compared to 36.8% in 1999.  However,  gross profit  performance in
the second  quarter of 2000 was improved over the same period in 1999,  37.0% in
2000 compared to 36.8% in the 1999 second  quarter.  The Company's  gross profit
performance was negatively impacted by increased  obsolescence  charges as these
costs reduced gross profit by 3.4  percentage  points in the first six months of
2000 compared to a reduction of 2.7 percentage points in the first half of 1999.
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 little impact on gross profit comparisons for the first six months
of 2000, with LIFO  decreasing  gross profit by $1.1 million (0.4% of net sales)
in 2000 compared to a reduction of $0.9 million (0.3% of net sales) in 1999.

Operating Costs

      Selling  and  administrative  expenses  in the first  half of fiscal  2000
decreased  $5.7  million  or 6.4% from the  spending  level in the first half of
fiscal  1999.  Operating  costs  as a  percentage  of sales  in the  first  half
decreased from 1999 by 1.3 percentage points (27.3% in 2000 compared to 28.6% in
1999). The expense level in the first half of fiscal 2000 was favorably impacted
by the  Company's  restructuring  efforts  which  eliminated  approximately  125
administrative  staff positions during the third quarter of 1999.  Higher retail
store  expenses,  primarily  related to the  start-up of new  stores,  increased
overall operating  expenses by 0.6 percentage points during the first six months
of 2000.  Advertising expense represented 5.4% of net sales in the first half of
2000,  which was below the spending rate of 6.3% for 1999. This advertising cost
decrease is largely due to a shift from television to print

                                       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)

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.  Therefore,
similar advertising cost savings are not expected in the second half of 2000.

Other Income and Taxes

      Other income  (expense)  increased  pre-tax  income by $0.5 million in the
first six months of fiscal 2000  compared  to a decrease of $0.3  million in the
similar period of fiscal 1999.  Interest income for the first six months of 2000
was $1.6  million,  down  slightly  from the $1.7  million for the first half of
1999.  Interest  expense in the first six months of 2000  decreased  slightly to
$1.2  million  compared to $1.3  million in 1999.  The lower  average  borrowing
levels were nearly offset by an increase in the Company's average interest rate,
7.4% in the first  half of 2000  compared  to 6.0% in 1999.  Average  short-term
borrowings  in the first six  months of 2000 were $31.0  million,  28% below the
average borrowings of $43.2 million in the comparable period of 1999.

      The  provision  for income taxes  increased  $1.3 million in the first six
months  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 also slightly  higher,  37.9% compared to 37.8% in
1999.

Net Income

      Net income for the first six months of fiscal 2000 increased $2.2 million,
up 13.7%  from the  income  earned  in the same  period of  fiscal  1999.  Lower
operating   expenses  and  increased  other  income  were  the  primary  factors
contributing to the improved earnings.  As a result, the Company's return on net
sales  increased  to 5.9% in the first six months of 2000 as compared to 5.1% in
1999.

Liquidity and Capital Resources

      At June 2, 2000,  the Company's  balance sheet reflects a current ratio of
3.5 to 1 with no long-term debt. The Company's cash and cash equivalents totaled
$40.9 million at the end of the latest quarter,  above the prior year's cash and
cash equivalents  total of $30.6 million.  When combined with  intermediate-term
fixed income  investments,  which are included in other assets,  total available
cash and investments amounted to $51.0 million at June 2, 2000 compared to $41.8
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 June 2, 2000, or May 28, 1999.

                                       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)

      During the first six months of fiscal  2000,  the Company  generated  $7.6
million of cash from  operations.  This  positive cash flow amount was below the
$9.5 million of cash provided from  operations  during the same period in fiscal
1999. At June 2, 2000,  accounts  receivable and inventory levels totaled $162.0
million,  a decrease  of $33.9  million or 17% below the  $195.9  million  asset
amount at the end of the second quarter of 1999.  Accounts receivable at the end
of the second  quarter of 2000  decreased  $2.5 million or 2.9%  compared to the
prior year,  less than the  wholesale  businesses'  sales  decrease of 8% in the
second  quarter  of 2000.  Inventories  were also lower at the end of the second
quarter  of 2000,  down  $31.4  million  or 28% from the 1999  level,  due to an
overall reduction in basics style inventory compared to last year,  particularly
in the Keds brand, and a more focused product line in the Stride Rite brand.

      Additions to property and  equipment  totaled  $10.8  million in the first
half of fiscal  2000  compared  to $11.3  million  for the same period in fiscal
1999. In the second half 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 half of 2000,  the Company  continued  its share  repurchase  program,
buying back 1.6 million  shares of common  stock at a cost of $9.5  million.  At
June 2, 2000,  the Company has 3.7 million  shares  remaining on the  repurchase
authorization approved by the Board of Directors in December 1999.

                                       12


<PAGE>


 PART II - OTHER INFORMATION

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      The Annual  Meeting of the  Company's  shareholders  was held on April 13,
2000. The three  directors  nominated by management were elected by the vote set
forth below:

<TABLE>
                                                Votes
                                       ------------------------
<CAPTION>
         Name of Director              For         Withheld
         ----------------              ---         --------
<S>                                    <C>           <C>
         David M. Chamberlain          36,496,567    444,245
         Myles J. Slosberg             36,392,541    548,271
         Peter L. Harris               35,828,110  1,112,702
</TABLE>

The Company's  other  directors,  whose term of office  continues after the 2000
stockholders' meeting, are as follows:

                                  Warren Flick
                                 Donald R. Gant
                                  Frank R. Mori
                                Diane M. Sullivan
                              W. Paul Tippett, Jr.
                                 Bruce Van Saun

The  Company's   shareholders   also   ratified  the   Company's   selection  of
PricewaterhouseCoopers  LLP. as auditors of the Company for the 2000 fiscal year
by the vote set forth below:

<TABLE>
                         Votes
         ------------------------------------------------
<CAPTION>
               For        Against          Abstentions
               ---        -------          -----------
<S>        <C>            <C>                 <C>
           36,737,997     130,463             72,352
</TABLE>




























                                       13


<PAGE>


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.
















                                       14


<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:  July 12, 2000                By:  /S/ John M. Kelliher
                                    -------------------------
                                      John M. Kelliher
                                      Chief Financial Officer















                                       15


<PAGE>



                            THE STRIDE RITE CORPORATION

                                 INDEX TO EXHIBITS




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

       27      Financial Data Schedule                       17











































                                       16


<PAGE>