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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 3, 2005

( )   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



     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  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

          Yes (X)          No ( )

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

          Yes(X)          No ( )

As of July 12, 2005, 36,277,374 shares of the Registrant's common stock, $.25
par value, and the accompanying Preferred Stock Purchase Rights were
outstanding.


<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

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


<CAPTION>
                                     June 3,                           May 28,
                                       2005          December 3,        2004
                                   (Unaudited)          2004         (Unaudited)
                                  ---------------   --------------  ------------
  Assets

  Current Assets:
     Cash and cash
<S>                                   <C>              <C>             <C>
     equivalents                      $30,376          $20,005         $17,324

     Marketable securities             40,000           70,850          62,250

     Accounts and notes
       receivable, net                 73,079           47,730          79,278

     Inventories                       98,476           87,790          80,749

     Deferred income taxes             15,134           13,123          15,178

     Other current assets              11,179           15,681          10,734
                                      -------          -------         -------

     Total current assets             268,244          255,179         265,513

  Property and equipment, net          51,758           54,246          57,793

  Other assets                         13,104           11,871          13,193
                                      -------          -------         -------

     Total assets                    $333,106         $321,296        $336,499
                                     ========         ========        ========
</TABLE>

















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


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION
<TABLE>
                CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
                      (In thousands, except for share data)

<CAPTION>
                                    June 3,                           May 28,
                                      2005         December 3,         2004
                                  (Unaudited)         2004          (Unaudited)
                                 -------------   --------------   -------------

  Liabilities and Stockholders' Equity

  Current Liabilities:
<S>                                    <C>            <C>              <C>
     Accounts payable                  $14,647        $21,046          $20,529
     Income taxes payable               17,378         15,316           17,111
     Accrued expenses and other
       liabilities                      20,884         21,377           20,816
                                     ---------      ---------          -------
     Total current liabilities          52,909         57,739           58,456

  Deferred income taxes                    487            487              844
  Pension obligation and other
       long-term liabilities            16,280         16,208           13,145

  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
       Shares outstanding -
        36,233,727 on June 3,
        2005, 35,907,478 on
        December 3, 2004 and
        37,723,512 on May 28,
        2004

     Capital in excess of par
        value                           14,634         15,969           15,371

    Retained earnings                  450,067        434,147          431,519
    Accumulated other
        comprehensive loss              (9,223)        (9,398)          (7,927)
     Less cost of 20,712,817
       shares of common stock
        held in treasury
        (21,039,066 on December
        3, 2004 and 19,223,032
        on May 28, 2004)              (206,285)      (208,093)        (189,146)
                                     ----------     ----------        ---------
     Total stockholders' equity        263,430        246,862          264,054
                                     ----------     ----------        ---------

     Total liabilities and
       stockholders' equity           $333,106       $321,296         $336,499
                                      ========       ========         ========
</TABLE>



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


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                             THE STRIDE RITE CORPORATION
<TABLE>
               CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                 For the periods ended June 3, 2005 and May 28, 2004
                       (In thousands, except per share data)

<CAPTION>
                          Three Months Ended             Six Months Ended
                      ---------------------------   ---------------------------
                        June 3,        May 28,        June 3,       May 28,
                          2005          2004           2005           2004
                      -------------  ------------   ------------  -------------
<S>                    <C>            <C>            <C>           <C>
Net sales              $159,641       $165,009       $310,232      $301,143

Cost of sales            94,430        101,507        184,489       184,628
                      ---------      ---------      ---------     ---------

Gross profit             65,211         63,502        125,743       116,515

Selling and
  administrative
  expenses               47,028         44,589         94,479        85,929
                      ---------      ---------      ---------     ---------

Operating income         18,183         18,913         31,264        30,586


Investment income           380            473            680         1,044
Interest expense            (91)           (82)          (172)         (156)
Other expense, net          (81)           (70)          (138)         (148)
                      ----------     ----------     ----------    ----------
                            208            321            370           740

Income before
  income taxes           18,391         19,234         31,634        31,326

Provision for
  income taxes            6,639          7,334         11,721        11,942
                      ---------      ---------      ---------     ---------

Net income              $11,752        $11,900        $19,913       $19,384
                      =========      =========      =========     =========

Net income per
 common share:
   Diluted              $   .32       $    .30        $   .54      $    .49
                      =========      =========      =========     =========
   Basic                $   .32       $    .31        $   .55      $    .50
                      =========      =========      =========     =========

Dividends per
common share            $   .06       $    .05        $   .11      $    .10
                      =========      =========      =========     =========

Average common
 shares used in
 per share
 computations:
   Diluted               37,185         39,450         37,075        39,887
                      =========      =========      =========     =========
   Basic                 36,175         38,637         36,091        39,029
                      =========      =========      =========     =========
</TABLE>





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

PART I - FINANCIAL INFORMATION (Continued)

                            THE STRIDE RITE CORPORATION
<TABLE>
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
               For the six months ended June 3, 2005 and May 28, 2004
                               (Dollars in thousands)

<CAPTION>
                                                        2005             2004
                                                    ------------     -----------
Cash flows from operating activities:
<S>                                                   <C>              <C>
   Net income                                         $19,913          $19,384
   Adjustments to reconcile net income to net
     cash (used in) provided by operating
        activities:
   Depreciation and amortization                        6,320            6,495
   Deferred income taxes                               (2,011)            (322)
   Compensation expense related to stock plans            360                -
   Gain related to long-term investments                  (61)               -
   Loss on disposals of property and
   equipment                                               30              226
   Changes in:
      Accounts and notes receivable                   (25,470)         (28,307)
      Inventories                                     (10,720)           1,157
      Other current assets                              7,483           10,051
      Other current liabilities                        (5,520)          (5,708)
      Other long-term assets                           (1,233)           1,122
      Other long-term liabilities                          72                -
   Contribution to pension plan                        (3,000)          (1,000)
                                                      --------         -------
      Net cash(used in)provided by operating
       activities                                     (13,837)           3,098
                                                      --------         -------

Cash flows from investing activities:
   Additions to property and equipment                 (3,863)          (3,712)
   Investments in marketable securities
     available for sale                               (29,325)         (34,050)
   Proceeds from sale of marketable securities
     available for sale                                60,175           63,950
   Distributions from long-term investments                61                -
                                                      -------          -------
      Net cash provided from investing activities      27,048           26,188
                                                      -------          -------

Cash flows from financing activities:
   Proceeds from sale of stock under stock plans        6,172            3,368
   Cash dividends paid                                 (3,598)          (3,947)
   Repurchase of common stock                          (5,758)         (22,455)
                                                      --------         --------
      Net cash used in financing activities            (3,184)         (23,034)
                                                      --------         --------

Effect of exchange rate changes on cash and
      cash equivalents                                    344              (50)
                                                      -------          -------

Net increase in cash and cash equivalents              10,371            6,202

Cash and cash equivalents at beginning of the
   period                                              20,005           11,122
                                                      -------          -------

Cash and cash equivalents at end of the period        $30,376          $17,324
                                                      =======          =======
</TABLE>



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

PART I - FINANCIAL INFORMATION (Continued)

                         THE STRIDE RITE CORPORATION
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -   Summary of Significant Accounting Policies

Basis of Presentation

     The  financial  information  included  in this Form 10-Q of The Stride Rite
Corporation  (the "Company") for the periods ended June 3, 2005 and May 28, 2004
is unaudited,  however, such information includes all adjustments (including all
normal  recurring  adjustments)  which,  in  the  opinion  of  management,   are
considered  necessary for a fair  presentation of the  consolidated  results for
those periods.  The results of operations for the periods ended June 3, 2005 and
May 28, 2004 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 with the Securities and Exchange  Commission audited  consolidated
financial  statements  for the year ended  December 3, 2004 on Form 10-K,  which
included all information and footnotes necessary for such presentation.

     In the first  quarter  of fiscal  2005 the  Company  concluded  that it was
appropriate  to  classify  its auction  rate  securities  as current  marketable
securities. These securities are considered available for sale. Previously, such
securities had been classified as cash and cash  equivalents.  Accordingly,  the
Company has revised the  classification in all periods presented to report these
securities as  short-term  marketable  securities in its condensed  consolidated
balance  sheets.  The Company  has also made  corresponding  adjustments  to its
condensed  consolidated  statements of cash flows to reflect the gross purchases
and sales of these securities as investing activities rather than as a component
of cash and cash  equivalents.  This  change in  classification  does not affect
previously  reported cash flows from operating or from  financing  activities in
its  condensed  consolidated  statements  of cash flows or  previously  reported
condensed consolidated statements of income.

     Also in the first quarter of fiscal 2005,  the Company  recorded a one-time
non-cash  charge to conform its  accounting  policies  with  generally  accepted
accounting  principles  related to the timing of rent expense for certain retail
store locations. The amount of this first quarter cumulative charge was $436,000
before tax and  $269,000  after tax.  The impact on earnings  per share was less
than $.01 for both the first quarter and year to date periods.  Previously,  the
Company followed a practice prevalent across the retailing industry, in which it
began recording rent expense when the store opened and the lease term commenced.
Beginning  with the 2005 fiscal year,  the Company  records rent expense when it
takes  possession of a store,  which occurs before the commencement of the lease
term and  approximately  30 to 60 days prior to the  opening of the store.  This
results in an acceleration  of the  commencement of rent expense for each lease,
as we  begin  recording  rent  expense  during  the  pre-opening  period,  but a
reduction  in  monthly  rent  expense,  as the total rent due under the lease is
amortized over a greater number of months.  Financial  results for prior periods
have  not  been  restated  due to the  immateriality  of  these  amounts  to the
consolidated  statement  of income and the  consolidated  balance  sheet of each
prior year.


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION
               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     This change will not affect  historical  or future cash flows or the timing
or  amounts  of  payments  under  related  leases,  as this  related  solely  to
accounting  treatment.  Furthermore,  it is not  expected  to have any  material
impact on future earnings.

     The  Company's  preparation  of financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of contingent  assets and  liabilities  at the dates of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
respective periods.  The most significant  estimates included in these financial
statements  include valuation  allowances and reserves for accounts  receivable,
sales returns allowances, markdowns (which reduce revenues), inventory valuation
and income taxes;  assumptions  related to the defined benefit pension plan; and
estimates of future  undiscounted  cash flows on property and equipment that may
be impaired. Actual results could differ materially from those estimates.

Stock Purchase and Option Plans

     During the first quarter of fiscal 2003, the Company adopted the disclosure
provisions  of  Financial   Accounting  Standards  Board  (FASB)-  Statement  of
Financial  Accounting  Standard  (SFAS) No.  148,  "Accounting  for Stock  Based
Compensation - Transition and  Disclosure"  (SFAS No. 148).  SFAS No. 148 amends
SFAS  No.  123,  "Accounting  for  Stock-Based   Compensation"  to  provide  two
additional  alternative  transition methods if a company  voluntarily decides to
change its method of accounting for  stock-based  employee  compensation  to the
fair-value method. SFAS No. 148 also amends the disclosure  requirements of SFAS
No. 123 by requiring that companies  make  quarterly  disclosures  regarding the
proforma  effects of using the fair-value  method of accounting for  stock-based
compensation, effective for interim periods beginning after December 15, 2002.

     At June 3, 2005,  the Company  had three  stock-based  compensation  plans,
which  are  described  more  fully  in  Note  10 to the  Company's  consolidated
financial  statements for the fiscal year ended December 3, 2004 as contained on
Form 10-K.  The  Company  accounts  for these plans  under the  recognition  and
measurement  principles of APB Opinion No. 25,  "Accounting  for Stock Issued to
Employees", (APB 25)and related interpretations.

     In January 2005, the Company issued  performance-based  restricted stock to
certain employees.  These shares have both service and performance criteria that
must be met.  Depending  on the  performance  achievement  level,  the amount of
restricted  stock can be increased up to 150% or decreased to zero. These shares
also earn dividend  equivalents until they vest. The Company accounted for these
shares in accordance with APB 25 and FASB Interpretation No. 28, "Accounting for
Stock  Appreciation  Rights and Other Variable Stock Option or Award Plans" (FIN
28). The Company is recognizing  compensation  expense based on market values at
the end of each quarterly period.



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     The  following  table  provides  the effect on net income and  earnings per
share if the Company had applied the fair-value  recognition  provisions of SFAS
No. 148, to stock-based compensation.

<TABLE>
                                  Three Months Ended        Six Months Ended

<CAPTION>
                                June 3,      May 28,      June 3,      May 28,
                                  2005         2004         2005         2004
                               ------------------------------------------------
                                   (In thousands, except for per share data)
<S>                             <C>          <C>           <C>         <C>
Net income, as reported         $11,752      $11,900       $19,913     $19,384

Add:  Stock-based employee
compensation expense included
in net income, net of related
tax effects
                                    164            6          247            6

Deduct:  Total stock-based
employee compensation expense
determined under fair value
based method for all awards,
net of related tax effects
                                   (645)       (434)       (1,142)        (940)
                               ---------    --------     ---------    ---------

Pro forma net income            $11,271     $11,472       $19,018      $18,450
                               ========     =======      ========     ========

Earnings per share:
   Basic - as reported         $    .32     $   .31       $   .55      $   .50
                               ========     =======      ========     ========
   Basic - pro forma           $    .31     $   .30       $   .53      $   .47
                               ========     =======      ========     ========

   Diluted - as reported       $    .32     $   .30       $   .54      $   .49
                               ========     =======      ========     ========
   Diluted - pro forma         $    .30     $   .29       $   .51      $   .46
                               ========     =======      ========     ========
</TABLE>



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 2 - Earnings Per Share

     Basic  earnings  per common  share  excludes  dilution  and is  computed by
dividing net income  available to common  stockholders  by the weighted  average
number of common shares outstanding for the period.  Diluted earnings per common
share  reflects  the  potential  dilution  that could  occur if options to issue
common stock were exercised.

     The following is a reconciliation of the number of shares used in the basic
and diluted earnings per share computations:

<TABLE>
                                        Three Months Ended    Six Months Ended
                                        -------------------   ------------------
<CAPTION>
                                        June 3,    May 28,    June 3,   May 28,
                                          2005      2004       2005       2004
                                        ---------  --------   --------  --------
                                       (In thousands, except for per share data)
<S>                                      <C>       <C>        <C>        <C>
Net income                               $11,752   $11,900    $19,913    $19,384

Weighted average common shares
outstanding (basic)                       36,175    38,637     36,091     39,029

Dilutive effect of stock options           1,010       813        984        858
                                         -------   -------    -------    -------

Weighted average common shares
  outstanding (diluted)                   37,185    39,450     37,075     39,887
                                          ======    ======     ======     ======

Earnings per common share
   Basic                                   $ .32     $ .31      $ .55      $ .50
                                           =====     =====      =====      =====

   Diluted                                 $ .32     $ .30      $ .54      $ .49
                                           =====     =====      =====      =====
</TABLE>


     The  following  options  were not  included in the  computation  of diluted
earnings per share  because the options'  exercise  prices were greater than the
average market price of the common shares:

<TABLE>
                                          Second Quarter     First Six Months
                                        -------------------  ------------------
<CAPTION>
                                           2005       2004      2005      2004
                                        ---------------------------------------
                                                    (In thousands)
Options to purchase shares of common
<S>                                                  <C>          <C>      <C>
  stock                                       -      1,079        26       318

</TABLE>



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 3 - Comprehensive Income

<TABLE>
      Comprehensive income is as follows:

<CAPTION>
                                     Three Months Ended     Six Months Ended
                                     -------------------    --------------------
                                     June 3,     May 28,     June 3,     May 28,
                                      2005         2004       2005         2004
                                    ----------  ---------   ---------   --------
                                                   (In thousands)
<S>                                <C>         <C>          <C>         <C>
Net income                         $11,752     $11,900      $19,913     $19,384

Other comprehensive
  income(loss):
Foreign currency translation
  adjustments                         ( 70)       (127)         175        (129)
                                   --------    --------     --------    --------
Total comprehensive income         $11,682     $11,773      $20,088     $19,255
                                   =======     =======      =======     =======
</TABLE>



     Components  of  accumulated  other   comprehensive   loss  consist  of  the
following:

<TABLE>
<CAPTION>
                                    June 3,         December 3,        May 28,
                                      2005             2004             2004
                                 ---------------  ----------------  --------------
                                                  (In thousands)
Foreign currency  translation
<S>                                <C>               <C>               <C>
   adjustments                     $    10           $  (165)          $ (346)
Minimum pension liability
   adjustments, net of taxes        (9,233)           (9,233)          (7,581)
                                   --------          --------          -------
Accumulated other
   comprehensive loss              $(9,223)          $(9,398)         $(7,927)
                                   ========          ========         ========
</TABLE>


Note 4 - Intangible Assets and Goodwill

     The following table summarizes the Company's intangible assets and goodwill
balances:

<TABLE>
                               Intangible assets not subject to amortization
                               ------------------------------------------------
<CAPTION>
                                                  Trademark
                                  Goodwill         Rights           Total
-------------------------------------------------------------------------------
June 3, 2005                                   (In thousands)
<S>                               <C>             <C>             <C>
  Gross carrying amount           $3,067          $2,980          $6,047
  Accumulated amortization        (2,159)         (1,290)         (3,449)
December 3, 2004
  Gross carrying amount           $3,067          $2,980          $6,047
  Accumulated amortization        (2,159)         (1,290)         (3,449)
May 28, 2004
  Gross carrying amount           $3,067          $2,980          $6,047
  Accumulated amortization        (2,159)         (1,290)         (3,449)
</TABLE>



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 5 - Benefit Plans

     The following table  summarizes the components of net periodic benefit cost
for the Company:

<TABLE>
                                     Three Months Ended     Six Months Ended
                                     ---------------------  ---------------------
<CAPTION>
                                      June 3,    May 28,    June 3,     May 28,
                                       2005        2004       2005       2004
                                     ---------  ---------  ---------  ----------
                                                   (In thousands)
<S>                                   <C>        <C>        <C>        <C>
Service cost                          $ 530      $  413     $1,060     $  851
Interest cost                           955         876      1,910      1,806
Expected return on assets            (1,120)       (997)    (2,240)    (1,995)
Net loss recognized                     505         353      1,010        728
Amortization of prior services cost
                                          5           5         10         10
                                     ------      ------     ------     ------
Net periodic benefit cost             $ 875      $  650     $1,750     $1,400
                                     ======      ======     ======     ======
</TABLE>


     During the first  quarter of fiscal  2005,  the  Company  contributed  $3.0
million to the Company's defined benefit pension plan. At this time, the Company
does not plan to make any further  contributions  to its defined benefit pension
plan during the 2005 fiscal year. The Company made $1.0 million in contributions
during the first six months of fiscal 2004.

Note 6 - Contingencies

     The sale of Tommy Hilfiger branded footwear is a significant portion of our
business.  The Tommy  Hilfiger  footwear  sales are  contingent on our licensing
agreement with Tommy Hilfiger Licensing,  Inc. During fiscal 2003, we negotiated
the renewal of the agreement  for an additional  term. In early January 2004, we
finalized the terms of the license  agreement,  which will expire in March 2007.
We expect to meet our obligations under the Tommy Hilfiger license agreement and
accordingly,  we believe  that no  provision  is  currently  required  for costs
related to the  potential  loss of this license.  If we lose the Tommy  Hilfiger
license, our business would be materially and adversely affected.


Note 7 - Business Segments and Related Information

     During the second  quarter of fiscal 2005, the Company  determined  that it
has four reportable  segments.  Prior periods have been recast to conform to the
current presentation. The reportable segments are Stride Rite Children's Group -
Retail,  Stride Rite Children's Group - Wholesale,  Tommy Hilfiger  Footwear and
Other Wholesale  Footwear.  The Stride Rite Children's Group - Retail segment is
comprised of the retail  businesses  of the Stride Rite  Children's  Group which
encompass the children's retail shoe stores, the outlet


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 7 - BUSINESS SEGMENTS AND RELATED INFORMATION

shoe  stores  and  the  e-commerce  site,  striderite.com.   The  Stride  Rite
Children's Group - Wholesale  segment designs and markets  children's  footwear,
primarily for consumers between the ages of six months and ten years,  including
dress and  recreation  shoes,  boots,  sandals and sneakers in  traditional  and
contemporary  styles.  These  products  are marketed  under our Stride  Rite(R),
Munchkin (R), Sperry Top-Sider (R), Tommy Hilfiger (R) and Born(R) trademarks in
medium to high price ranges and under our Baby Smart (R)  trademark in medium to
lower price ranges.  The Tommy Hilfiger  Footwear  segment designs and markets a
line of dress  casual,  sport  casual and  athletic  footwear for men and women,
using the Tommy  Hilfiger  (R),  and Tommy Girl (R) brand  names under a license
agreement  with Tommy  Hilfiger  Licensing,  Inc. It also has the  PRO-Keds  (R)
trademark,  which is now licensed to a third party. The Other Wholesale Footwear
segment is comprised of the three other operating segments of the Company, Keds,
Sperry Top-Sider and Stride Rite International,  which have been aggregated into
one reportable  segment.  Keds designs and markets  sneakers and casual footwear
for adults and  children  under the Keds(R)  trademark  and casual  footwear for
women under the  Grasshoppers (R) label.  Sperry  Top-Sider  designs and markets
marine footwear and outdoor recreational,  hand-sewn,  dress and casual footwear
for  adults  under  the  Sperry  Top-Sider  (R),  Sperry  (R) and  Mainsail  (R)
trademarks.  Stride Rite International  distributes all of the Company's product
lines to customers outside of the United States.

     The Company has various costs related to shared corporate services, such as
warehousing, customer service, credit and collections, finance, human resources,
information  technology,  product sourcing,  executive and public company costs.
These costs are  allocated  to the  operating  segments  based on usage or other
statistical measures.  These allocated costs are not reflected in segment profit
contribution,  but are reflected in segment  operating  income.  Segment  profit
contribution  includes  the gross profit from sales less direct  costs,  such as
payroll and related,  advertising and warehouse  distribution.  Operating income
reflects all allocated  corporate costs. The accounting policies of the segments
are the  same as  those  described  in the  summary  of  significant  accounting
policies.  The  Company's  reportable  segments are based on the way  management
organizes  the  segments  in order to make  operating  decisions  and to  assess
performance  along  types of products  sold.  The  Company  primarily  evaluates
segment  performance based on segment profit  contribution and operating income.
Total assets are disaggregated to the extent that assets apply specifically to a
single  segment.  Unallocated  Corporate  assets  primarily  consist of cash and
marketable securities,  assets of the Company's  distribution centers,  sourcing
assets, deferred income taxes and information technology equipment.

     The Unallocated  Corporate component of operating income consists primarily
of pension  expense and certain other costs incurred in support of  company-wide
activities. Investment income, interest expense and other income and expense are
not allocated among the reportable business segments.


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
For the three months ended June 3, 2005 and May 28, 2004:
<CAPTION>
                   Stride     Stride
                   Rite       Rite
                   Children's Children's Tommy      Other     Unallocated
Second Quarter     Group -    Group -    Hilfiger   Wholesale Corporate   Consol
2005               Retail     Wholesale  Footwear   Footwear   & Other    idated
--------------     ---------  ---------  ---------  --------  ----------  ------
                                   (In thousands)

Sales              $45,977    $19,491    $24,690    $72,550             $162,708

Intercompany
  sales                            25        954      2,088                3,067

Net sales to
 external
 customers          45,977     19,466     23,736     70,462              159,641

Profit
contribution         6,752      4,157      2,247     16,186               29,342

<S>                  <C>        <C>          <C>     <C>       <C>        <C>
Operating income     5,636      1,782        666     11,861    (1,762)    18,183

Interest and
  other, net                                                                 208
                                                                         -------
Income before
income taxes                                                              18,391
                                                                         =======
Total assets        38,061     60,942     23,924     91,459   118,720    333,106
</TABLE>


<TABLE>
<CAPTION>
                   Stride     Stride
                   Rite       Rite
                   Children's Children's Tommy      Other     Unallocated
Second Quarter     Group -    Group -    Hilfiger   Wholesale Corporate   Consol
2004               Retail     Wholesale  Footwear   Footwear   & Other    idated
----               ---------  ---------  ---------  --------  ----------  ------
                                   (In thousands)
Sales               $43,156   $20,551    $28,656    $75,457             $167,820

Intercompany sales                 23        765      2,023                2,811

Net sales to
external
  customers          43,156    20,528     27,891     73,434              165,009

Profit
contribution          7,514     4,504      2,382     14,119               28,519

<S>                   <C>       <C>          <C>      <C>        <C>      <C>
Operating income      6,449     2,170        729      9,759      (194)    18,913

Interest and
other, net                                                                   321
                                                                          ------
Income before
income taxes                                                              19,234
                                                                          ======
Total assets         37,329    58,115     27,119    85,637     128,299   336,499
</TABLE>


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
For the six months ended June 3, 2005 and May 28, 2004:

<CAPTION>
                   Stride     Stride
                   Rite       Rite
                   Children's Children's Tommy      Other     Unallocated
                   Group -    Group -    Hilfiger   Wholesale Corporate   Consol
Six Months 2005    Retail     Wholesale  Footwear   Footwear   & Other    idated
---------------    ---------  ---------  ---------  --------  ----------  ------
                                   (In thousands)
Sales               $81,422   $45,078    $42,944    $146,469            $315,913

Intercompany sales                 51      1,794       3,836               5,681

Net sales to
external
customers            81,422    45,027     41,150     142,633             310,232

Profit
contribution          7,334    10,569      2,612      34,156              54,671

<S>                   <C>       <C>         <C>       <C>       <C>       <C>
Operating income      5,102     5,819       (549)     25,505    (4,613)   31,264

Interest and
other, net                                                                   370
                                                                          ------
Income before
income taxes                                                              31,634
                                                                          ======
Total assets         38,061    60,942     23,924      91,459   118,720   333,106
</TABLE>


<TABLE>
<CAPTION>
                   Stride     Stride
                   Rite       Rite
                   Children's Children's Tommy      Other     Unallocated
                   Group -    Group -    Hilfiger   Wholesale Corporate   Consol
Six Months 2004    Retail     Wholesale  Footwear   Footwear   & Other    idated
---------------    ---------  ---------  ---------  --------  ----------  ------
                                   (In thousands)
Sales               $72,240   $45,601    $48,887    $139,379            $306,107

Intercompany sales                 47      1,279       3,638               4,964

Net sales to
external
  customers          72,240    45,554     47,608     135,741             301,143

Profit
contribution          5,972    10,011      3,947      29,861              49,791

<S>                   <C>       <C>          <C>      <C>       <C>       <C>
Operating income      3,842     5,343        641      21,141    (381)     30,586

Interest and
other, net                                                                   740
                                                                          ------
Income before
income taxes                                                              31,326
                                                                          ======
Total assets         37,329    58,115     27,119      85,637  128,299    336,499
</TABLE>



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 8 - Pending Acquisition

     On June 2, 2005,  the Company  announced  it has entered  into a definitive
agreement to acquire  Saucony,  Inc. Under the terms of the  agreement,  Saucony
shareholders will receive $23.00 in cash for each Saucony share. The transaction
value is  approximately  $170 million  based on the current  number of shares of
Saucony's  common stock  outstanding  and net option value.  The  transaction is
expected to close in the summer of 2005 and is subject to  regulatory  approval,
the approval by the holders of at least  two-thirds of Saucony's  Class A shares
and the holders of at least  two-thirds of Saucony's Class A and B shares voting
together as a single class and other customary closing  conditions.  The Company
intends to finance the acquisition with cash on hand, Saucony's existing cash of
approximately  $30 million and borrowings  under a new revolving credit facility
that will be led by Bank of  America,  N.A.  and which will  include a number of
other banks.



<PAGE>



PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

Overview
--------

     The following discusses The Stride Rite Corporation's results of operations
and liquidity and capital resources. The discussion,  including known trends and
uncertainties  identified by management,  should be read in conjunction with the
condensed consolidated financial statements and related notes.

     This Form 10-Q contains  forward-looking  statements  within the meaning of
the  Private  Securities  Litigation  Reform Act of 1995 and  Section 21E of the
Securities  Exchange Act of 1934. We caution investors that any  forward-looking
statements  presented in this report and presented  elsewhere by management from
time to time are based on  management's  beliefs  and  assumptions  made by, and
information   currently   available  to,   management.   When  used,  the  words
"anticipate",   "believe",   "expect",   "intend",  "may",  "plan",  "estimate",
"project",  "should",  "will be" and  similar  expressions  which do not  relate
solely  to   historical   matters  are  intended  to  identify   forward-looking
statements.  Such statements are subject to risks, uncertainties and assumptions
and are not guarantees of future performance, which may be affected by known and
unknown risks,  trends,  uncertainties  and factors that are beyond our control.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those   anticipated,   estimated  or  projected.   We  expressly   disclaim  any
responsibility to update forward-looking statements.  Accordingly,  past results
and trends  should not be used by  investors  to  anticipate  future  results or
trends.

     Risks and  uncertainties  that may affect future  performance  are detailed
from time to time in reports filed by the Company with the SEC,  including Forms
10-Q and 10-K, and include, among others, the following: the pending acquisition
of Saucony,  Inc.  may not be  consummated;  the ability of the Company to fully
integrate Saucony's operations and employees; the possible failure to retain the
Tommy  Hilfiger  footwear  license;  international,  national and local  general
economic and market conditions;  the size and growth of the overall footwear and
general  retail  market;   intense   competition  among  designers,   marketers,
distributors and sellers of footwear;  demographic changes;  changes in consumer
fashion trends that may shift to footwear styling not currently  included in our
product  lines;  popularity  of particular  designs and  categories of products;
seasonal and  geographic  demand for the  Company's  products;  difficulties  in
anticipating  or  forecasting  changes in  consumer  preferences;  delays in the
opening of new  stores;  unseasonable  weather;  difficulties  in  implementing,
operating  and  maintaining  the  Company's  complex   information  systems  and
controls,  including,  without limitation,  the systems related to the Company's
retail  stores,  systems  related to demand and supply  planning,  and inventory
control;  interruptions  in data and  communications  systems;  fluctuations and
difficulty  in  forecasting  operating  results;  the  ability of the Company to
sustain, manage or forecast its growth and inventories; the size, timing and mix
of purchases of the Company's  products;  the  underperformance  or delay of new
products;  the  ability  to secure and  protect  trademarks,  patents  and other
intellectual  property;   performance  and  reliability  of  products;  customer
service; adverse publicity; the loss of significant suppliers or customers, such
as department stores and specialty


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

retailers,  the  consolidation or  restructuring of such customers,  including
large  chain and  department  stores,  which  may  result  in  unexpected  store
closings;  dependence  on  China  manufacturing;   the  ability  to  secure  raw
materials;  delays and  increased  costs of freight and  transportation  to meet
delivery  deadlines;  the impact on product  development or  manufacturing  as a
result of health  risks;  changes in  business  strategy or  development  plans;
general  risks  associated  with  doing  business  outside  the  United  States,
including, without limitation,  import duties, tariffs, quotas and political and
economic  instability;   acts  of  war  or  terrorism;   changes  in  government
regulations;  liability  and other  claims  asserted  against the  Company;  the
ability to attract and retain qualified personnel;  and other factors referenced
or incorporated by reference in this report and other reports.

     The risks included here are not  exhaustive.  Other sections of this report
may include  additional  factors  which  could  adversely  affect the  Company's
business and financial  performance.  Moreover,  the Company  operates in a very
competitive and rapidly changing environment.  New risk factors emerge from time
to time and it is not possible for  management to predict all such risk factors,
nor can it assess the impact of all such risk factors on the Company's  business
or the extent to which any factor,  or combination of factors,  may cause actual
results  to  differ  materially  from  those  contained  in any  forward-looking
statements.  Given these  risks and  uncertainties,  investors  should not place
undue reliance on forward-looking statements as a prediction of actual results.

     Investors should also be aware that while the Company does communicate with
securities  analysts  from time to time, it is against our policy to disclose to
them any material  non-public  information  or other  confidential  information.
Accordingly,  investors  should not assume that we agree with any  statement  or
report  issued by any analyst  irrespective  of the content of the  statement or
report.  Furthermore,  the Company has a policy  against  issuing or  confirming
financial  forecasts or projections issued by others.  Therefore,  to the extent
that reports issued by securities analysts contain any projections, forecasts or
opinions, such reports are not the responsibility of the Company.

     The Company  discussed a number of significant  trends and specific factors
affecting  the footwear  industry in general and our business in  particular  in
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations",  Item 7 of our Annual Report on Form 10-K for the fiscal year 2004.
Those trends and factors  continue to be relevant to the  Company's  performance
and financial condition.

Critical Accounting Policies and Estimates
------------------------------------------

     The  preparation  of  financial   statements  and  related  disclosures  in
conformity with accounting  principles  generally  accepted in the United States
requires management to make judgments, assumptions and estimates that affect the
amounts reported. Please refer to the discussion of critical accounting policies
and estimates in the  Company's  Annual Report on Form 10--K for the fiscal year
ended December 3, 2004 for additional information.




<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

Contingencies
-------------

     The sale of Tommy Hilfiger branded footwear is a significant portion of our
business.  The Tommy  Hilfiger  footwear  sales are  contingent on our licensing
agreement with Tommy Hilfiger Licensing,  Inc. During fiscal 2003, we negotiated
the renewal of the agreement  for an additional  term. In early January 2004, we
finalized the terms of the license  agreement,  which will expire in March 2007.
Whether our license  with Tommy  Hilfiger  will remain in effect  depends on our
achieving certain minimum sales levels for the licensed  products.  We expect to
continue to meet the minimum sales levels required by the Tommy Hilfiger license
agreement.  We believe that no provision is currently required for costs related
to the potential loss of this license.  If we lose the Tommy  Hilfiger  license,
our business would be materially and adversely affected.

Results of Operations
---------------------

     The following  table  summarizes the Company's  performance  for the second
quarter  and first six months of fiscal  2005 as compared to the results for the
same periods in fiscal 2004:

<TABLE>
Increase (Decrease) Percent vs. 2004 Results:
---------------------------------------------
<CAPTION>
                                            Second Quarter      Six Months
                                            --------------      ----------
<S>                                               <C>               <C>
 Net sales                                        (3.3)%            3.0%
 Gross profit                                      2.7%             7.9%
 Selling and administrative expenses               5.5%            10.0%
 Operating income                                 (3.9)%            2.2%
 Income before income taxes                       (4.4)%            1.0%
 Net income                                       (1.2)%            2.7%
</TABLE>


<TABLE>
Operating Ratios as a Percent of Net Sales:
-------------------------------------------
<CAPTION>
                                         Second Quarter       Six Months
                                       ------------------ -------------------
                                         2005       2004    2005       2004
                                       --------  --------  -------  ---------

<S>                                       <C>       <C>       <C>      <C>
 Gross profit                             40.8%     38.5%     40.5%    38.7%
 Selling and administrative expenses      29.5%     27.0%     30.5%    28.5%
 Operating income                         11.4%     11.5%     10.1%    10.2%
 Income before income taxes               11.5%     11.7%     10.2%    10.4%
 Net income                                7.4%      7.2%      6.4%     6.4%
</TABLE>



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

Net Sales
---------

      The second quarter breakdown of net sales is as follows:
<TABLE>
                                                                  Percent
                                                                  Change
                                                                 2005 vs.
<CAPTION>
                                             2005       2004       2004
                                           ---------  ---------  ----------
(In millions, except percentages)
<S>                                         <C>        <C>         <C>
Stride Rite Children's Group - Wholesale    $19.5      $20.5       (5.2)%
Stride Rite Children's Group - Retail        46.0       43.2        6.5%
                                           ---------  ---------  ----------
Stride Rite Children's Group                 65.5       63.7        2.8%

Keds                                         41.6       48.7       (14.6)%
Tommy Hilfiger Footwear                      24.7       28.7       (13.8)%
Sperry Top-Sider                             23.1       19.7        17.2%
Stride Rite International                     7.9        7.0        11.7%
Elimination of intercompany sales            (3.2)      (2.8)        n/a
                                           ---------  ---------  ----------
Total net sales                            $159.6     $165.0        (3.3)%
                                           =========  =========  ==========
</TABLE>

     During the second quarter of fiscal 2005,  consolidated net sales decreased
$5.4 million to $159.6  million,  or 3.3% below the sales level  achieved in the
second  quarter of fiscal 2004.  Wholesale net revenues  decreased  6.7% for the
second quarter of 2005, and overall retail sales,  including Keds retail and the
e-commerce  sites,  increased  $2.8  million or 6.3% when  compared  to the same
period in the prior year.  Unit shipments of first quality  merchandise  for the
wholesale  brands during the second  quarter were 5.3% lower than the comparable
period in 2004.  The Company's  average first  quality  wholesale  selling price
increased 2.5% from the second quarter of 2004.

     First quality  wholesale  gross sales  decreased by $2.0  million,  or 2.0%
below the wholesale  gross sales level  achieved in the second quarter of fiscal
2004. In addition,  sales from promotional  products  decreased $1.3 million and
closeout sales  decreased  $7.5 million from the  comparable  period in the 2004
fiscal year. The lower level of closeout sales  contributed to an improvement in
the product mix in net sales, which resulted in an overall  improvement in gross
profit.  Partially  offsetting these wholesale sales declines was a $2.7 million
decrease in returns and allowances  and a $2.8 million  increase in retail store
sales from the same period in 2004,  which  resulted  in an overall  decrease of
$5.4 million in consolidated net sales.


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

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

     During the second  quarter of fiscal 2005,  the  Company's  gross profit of
$65.2 million  increased $1.7 million or 2.7% above the amount  recorded  during
fiscal  2004's second  quarter.  The higher level of retail sales along with the
decrease in returns and allowances  contributed to the overall increase in gross
profit  dollars.  The gross  profit  rate for the  fiscal  2005  second  quarter
improved 2.3  percentage  points to 40.8% as compared to the 38.5% rate achieved
in the prior year's  second  quarter.  The higher gross  profit  percentage  was
largely  attributable to the decreased sales of closeout products,  primarily in
the Keds and Tommy Hilfiger  divisions.  In addition,  fewer markdown allowances
and increased  company-owned  retail store sales also contributed  positively to
the improved gross profit rate.

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

     During  the second  quarter  of fiscal  2005,  selling  and  administrative
expenses were $47.0 million,  an increase of $2.4 million or 5.5% as compared to
the second quarter of fiscal 2004. As a percent of sales,  operating  costs were
29.5% in the  second  quarter  of fiscal  2005  compared  to 27.0% in the second
quarter of fiscal 2004.  This increase was principally the result of advertising
costs  which were 6.1% of net sales  during the  second  quarter of fiscal  2005
versus 5.3% in fiscal 2004, with Keds and Sperry  Top-Sider  driving most of the
increase.  Also  contributing  to the higher  expense  levels in the fiscal 2005
second  quarter were the costs  associated  with the increased  number of Stride
Rite Children's Group retail stores.

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

     Other  income  (expense)  increased  pre-tax  income by $0.2 million in the
second  quarter of fiscal  2005  versus  $0.3  million in the second  quarter of
fiscal 2004.  Investment  income related to the Company's cash  equivalents  and
marketable  securities  was $0.3  million in the second  quarter of fiscal 2005,
which was a slight increase to the similar category of investment  income in the
same quarter last year. The higher average  interest rates in the second quarter
of  fiscal  2005  were   sufficient  to  offset  the  lower  average  amount  of
investments. Interest expense remained flat in the second quarter of fiscal 2005
as compared to the second  quarter of fiscal  2004 as no  short-term  borrowings
were made during the second quarters of both years.

     The provision for income taxes decreased $0.7 million in the second quarter
of fiscal 2005 as compared to the similar  period in fiscal 2004.  This decrease
was due to the lower pre-tax  income amount and the lower  effective  income tax
rate.  Our effective tax rate was 36.1% in the second  quarter of fiscal 2005 as
compared to 38.1% in the second  quarter of fiscal  2004.  The lower tax rate in
the second  quarter of fiscal  2005  versus  the second  quarter in fiscal  2004
related  primarily to certain tax reserves  established in prior years that were
no longer required.



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

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

     Net income  for the second  quarter  of fiscal  2005 was $11.8  million,  a
decrease  of $0.1  million,  or 1.2% as compared to the same period in the prior
year. The lower net sales were offset by a higher gross profit  percentage and a
lower effective tax rate. This was,  however,  offset by higher  operating costs
resulting in a slight decrease in net income.  The Company's return on net sales
of 7.4% in the second fiscal quarter of 2005 was an improvement  versus the 7.2%
return on sales recorded for the second fiscal quarter of 2004.

Segments Review
---------------

Stride Rite Children's Group - Retail
-------------------------------------

     The year over year  increase  in net sales of the  Stride  Rite  Children's
Group - Retail was primarily attributable to the 6.5% increase in net sales from
the Children's Group company-owned retail stores. Sales at comparable Children's
Group retail  stores  (stores  open for 52 weeks in each fiscal year)  increased
1.9% for the  second  fiscal  quarter  of 2005.  Driving  this  increase  in the
comparable stores category was the new "Baby Stages" product launch in specialty
stores, as well as improved  inventory  selection in outlet stores. The shift in
the Easter  holiday from the second  quarter last year to the first quarter this
year hurt  overall  comparable  sales in the second  quarter of fiscal 2005 as a
portion of the sales  connected  to Easter  were  pulled  into the first  fiscal
quarter in 2005.  At the end of the second  quarter of fiscal  2005,  the Stride
Rite Children's  Group - Retail  operated 259 stores.  This is an increase of 19
stores,  or 8% from the end of the same period in the prior year.  Current plans
call for the  opening of  approximately  22 retail  stores and the  closing of 2
underperforming locations during the 2005 fiscal year. During the second quarter
of 2005 the Company opened 5 new stores.  In addition,  the  Children's  Group -
Retail Division converted 2 former Shoe Buzz stores to outlet stores.

     The Stride Rite Children's Group - Retail profit contribution  declined due
to a lower gross profit percentage versus the prior year. In addition there were
higher store  operating  costs in the second  quarter of fiscal 2005,  primarily
related to the additional  stores and increased  indirect store costs. The lower
operating  income compared to last year reflects the  contribution  decline less
the allocated corporate overhead costs.

Stride Rite Children's Group - Wholesale
----------------------------------------

     Sales  decreased  5.2% during the second quarter of 2005 as compared to the
same quarter last year.  This decrease was primarily  attributable  to decreased
sales of first  quality  products,  mainly in the Tommy  Hilfiger  and  Munchkin
product lines, as well as a decrease in closeout sales.


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

     The Stride  Rite  Children's  Group -  Wholesale  profit  contribution  and
operating  income  declines  versus the prior year was primarily  related to the
impact of the lower sales in fiscal 2005  compared to 2004. A lower gross profit
rate in the  second  quarter of fiscal  2005 also  negatively  impacted  results
versus the same period last year.


Tommy Hilfiger Footwear, Inc.
-----------------------------

     The decrease in sales of Tommy Hilfiger men's and women's footwear products
during the second quarter of fiscal 2005 was primarily attributable to continued
decreased  shipments to the  department  store and  independent  channels in the
Tommy Hilfiger  men's product line. The PRO-Keds brand  licensing in fiscal 2005
resulted in $1.4 million of the decrease in the  comparison  to the prior year's
Tommy Hilfiger net sales.  Starting in fiscal 2005 Tommy Hilfiger Footwear began
licensing  the  PRO-Keds  trademark  to an  independent  third party  instead of
marketing and selling PRO-Keds products directly. This change negatively impacts
sales comparisons to the prior year.

     The Tommy Hilfiger profit contribution and operating income declines versus
prior year was primarily related to the effect of the lower sales in fiscal 2005
compared to 2004.  Weaker gross profit  performance of first quality products in
the second quarter of fiscal 2005 also negatively effected profit comparisons to
the same period in fiscal 2004.


Other Wholesale Footwear
------------------------

     The decrease in sales of the Other Wholesale Footwear segment was primarily
attributable  to a decline in sales of the Keds product  line.  The Keds decline
was largely attributable to a strategic decision to reduce sales to the moderate
and value  channels,  combined  with fewer  closeout  sales.  This  decrease was
partially offset by a decrease in returns and allowances.  Partially  offsetting
the Keds  decrease  in sales  was the  increase  in  sales of  Sperry  Top-Sider
products during the second quarter of the 2005 fiscal year,  which was primarily
attributable  to strong  sales of men's  boat  shoes and their  overall  women's
product  line.  The  significant  growth  in men's  product  sales  seen in 2005
resulted from increases in the premium  department store,  family shoe store and
outdoor channels.  The women's business had improved  distribution in the better
department store,  independent and outdoor channels, which resulted in increased
sales of boat shoes,  nautical casuals and canvas. The Stride Rite International
division's  net sales growth in the second  quarter of fiscal 2005 was also able
to offset a portion of the Keds  decrease  in sales and was the result of strong
sales of Stride  Rite and Keds  footwear  in Canada,  as well as Sperry and Keds
footwear in Europe.



<PAGE>


      PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

     The increased profit contribution and operating income versus prior year in
this segment was primarily the result of Keds improved  gross profit  percentage
performance due to significantly fewer closeout sales, discounts and allowances.
This  improvement  in gross  profit was somewhat  offset by  increased  Keds and
Sperry Top-Sider advertising spending.

First Six Months of 2005 Compared to the First Six Months of 2004
-----------------------------------------------------------------

Net Sales
---------

The first six months breakdown of net sales is as follows:
<TABLE>
                                                                     Percent
                                                                     Change
                                                                     2005 vs.
<CAPTION>
                                               2005        2004        2004
                                               ----        ----     ----------
(In millions, except percentages)
<S>                                            <C>         <C>          <C>
Stride Rite Children's Group - Wholesale       $45.1       $45.6        (1.1)%
Stride Rite Children's Group - Retail           81.4        72.2        12.7%
                                             -------     -------     -------
Stride Rite Children's Group                   126.5       117.8         7.3%

Keds                                            87.3        91.1        (4.3)%
Tommy Hilfiger Footwear                         43.0        48.9       (12.2)%
Sperry Top-Sider                                42.5        34.4        23.5%
Stride Rite International                       16.7        13.8        21.0%
Elimination of intercompany sales               (5.8)       (4.9)        n/a
                                              -------     -------      ------

Total net sales                               $310.2      $301.1         3.0%
                                              ======      ======      =======
</TABLE>

     During  the  first  six  months  of  fiscal  2005,  consolidated  net sales
increased $9.1 million to $310.2 million, or 3.0% above the sales level recorded
in the first six months of fiscal 2004. Wholesale net revenues remained flat for
the first half of 2005,  while overall  retail sales  increased  $9.2 million or
12.4% when  compared  to the same  period  last year.  Unit  shipments  of first
quality  merchandise for the wholesale brands during the first half of 2005 were
flat with last year's first half. The Company's  average first quality wholesale
selling price increased 1.5% from the first six months of 2004.

     First quality  wholesale  gross sales  increased by $2.1  million,  or 1.0%
above the wholesale gross sales level achieved in the first half of fiscal 2004.
In  addition,  returns  and  allowances  decreased  $6.1  million  and  sales of
promotional  products  increased $0.7 million.  Offsetting  these changes was an
$8.8  million  decrease in closeout  sales.  This slight net decrease in overall
wholesale  net sales was offset by the $9.2  million  increase  in retail  store
sales,  which  resulted in an overall  increase of $9.1 million in  consolidated
sales, as compared to the first half of fiscal 2004.



<PAGE>


 PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

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

     During the first half of fiscal 2005, the Company's  gross profit of $125.7
million increased $9.2 million or 7.9% above the amount recorded during the same
period last year.  The gross profit rate for the first six months of fiscal 2005
improved 1.8  percentage  points to 40.5% as compared to the 38.7% rate achieved
in the same  period  last year.  The  increase  in first  half gross  profit was
primarily the result of the higher level of retail sales during the period along
with a reduction in wholesale  returns and allowances.  The improvement in gross
profit  percentage  versus  last  year was due  primarily  to the  reduction  in
closeout sales and fewer returns and allowances, as well as the overall increase
in retail sales.

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

     Operating  expenses  for the first six  months  of fiscal  2005 were  $94.5
million,  an increase of $8.6 million or 10.0% as compared to the same period in
fiscal 2004. As a percent to sales, operating costs were 30.5% in the first half
of fiscal 2005 versus 28.5% in the first half of last year. During the first six
months of fiscal 2005,  advertising expenses as a percent of net sales were 5.8%
versus  5.0% in the  same  period  last  year.  Advertising  spending  increased
primarily  in the Keds and Sperry  Top-Sider  brands.  In addition to the higher
level of advertising  costs,  there were increased costs related to retail store
expansion,  as well as other headcount related costs. Also, the Company recorded
a one-time  non-cash  charge of $0.5 million in the first quarter of fiscal 2005
to conform our accounting policies with generally accepted accounting principles
related to the timing of rent expense for certain locations.

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

     Other  income  (expense)  increased  pre-tax  income by $0.4 million in the
first six months of fiscal  2005 and by $0.7  million in the first six months of
fiscal 2004. Investment income in the first half of fiscal 2005 was $0.4 million
below the same period of fiscal 2004.  Higher  average  interest  rates were not
sufficient to offset lower average  investments.  Interest  expense in the first
half of fiscal 2005 was flat with the level  recorded  last year.  There were no
short-term borrowings during the first half of either fiscal 2005 and 2004.

     The provision for income taxes  decreased $0.2 million in the first half of
fiscal  2005 as  compared  to the  similar  period in fiscal  2004.  This slight
decrease was primarily due to the lower effective income tax rate offsetting the
slightly higher pre-tax income amount. During the first half of fiscal 2005, the
effective  tax rate was 37.1% as  compared  to the 38.1% rate during last year's
first half. The lower tax rate during the first six months of fiscal 2005 versus
fiscal 2004 related  primarily to tax reserves  established  in prior years that
were no longer required.

<PAGE>


      PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

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

     Net income for the first six months of fiscal  2005 was $19.9  million,  an
increase  of $0.5  million,  or 2.7% above that of the same  period in the prior
year. Increased net sales and the resulting  improvement in gross profit dollars
were offset by higher operating expenses. Lower other expense, net combined with
our lower effective income tax rate led to the increase in net income during the
first half of fiscal 2005 versus the same period last year. The Company's return
on net sales of 6.4% in the first fiscal half of 2005 was flat when  compared to
the same period last year.


Segments Review
---------------

Stride Rite Children's Group - Retail
-------------------------------------

     Sales of the  Children's  Group - Retail  company-owned  stores,  increased
12.7%  during the first six months of fiscal  2005  versus the same  period last
year.  Sales at comparable  Children's  Group retail stores  (stores open for 52
weeks in each fiscal year)  increased  4.4% for the first half of fiscal 2005. A
major reason for the increase in the comparable  store sales results was the new
"Baby Stages" product launch in specialty  stores as well as improved  inventory
selection in outlet  stores.  The Stride Rite  Children's  Group - Retail profit
contribution and operating income increases versus the prior year were primarily
related to the impact of the 2005 sales  increase  compared  to the prior  year.
During the first six months of 2005 the Company opened 9 new stores and closed 1
underperforming  location  for a net  increase  of 8 stores.  In  addition,  the
Children's Group - Retail division converted 2 former Shoe Buzz stores to outlet
stores.  Store  operating  costs and indirect store costs increased at a greater
rate than sales when  compared to last year.  This  increase in costs related to
the greater  number of stores,  higher  management  support  costs and  upgraded
information technology costs.


Stride Rite Children's Group - Wholesale
----------------------------------------

     Sales  decreased  1.1%  during the first six months of 2005 versus the same
period last year.  The decrease in sales in the first half of fiscal 2005 versus
the same period in the prior year was  principally  the result of lower sales in
the Tommy Kids and  Munchkin  product  lines,  as well as a decrease in sales of
closeouts.  Partially  offsetting these declines were increases in first quality
sales of the Stride Rite product line as well as a decrease in returns.

     The Stride Rite  Children's  Group - Wholesale's  profit  contribution  and
operating income increased  compared to prior year largely due to reduced direct
operating  costs.  These cost  decreases  related  primarily to bad debt reserve
reductions and lower freight expenses. In addition,  the gross profit percentage
for the first six months of fiscal  2005 was  slightly  higher than for the same
period in the prior year.

<PAGE>

PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

Tommy Hilfiger Footwear
-----------------------

     The decrease in the Tommy Hilfiger Footwear unit's sales performance during
the first six months of fiscal 2005 was  primarily  attributable  to declines in
the core men's product line.  The Tommy  Hilfiger men's and women's sales during
the first six months of fiscal 2005 were below the sales level when  compared to
the same  period  in the prior  year.  The  PRO-Keds  licensing  in fiscal  2005
contributed  to $2.1 million of the decrease in Tommy Hilfiger net sales for the
first half of fiscal 2005.  Beginning in fiscal 2005,  Tommy  Hilfiger  Footwear
started  licensing the PRO-Keds  trademark to an independent third party instead
of  marketing  and selling the  products  directly.  This change has  negatively
impacted sales comparisons to the prior year.

     The Tommy Hilfiger profit contribution and operating income declines versus
the prior year were primarily related to the lower sales in fiscal 2005 compared
to 2004 and the impact of weaker gross profit  performance of both first quality
and closeout products.


Other Wholesale Footwear
------------------------

     Sales of the Other Wholesale  Footwear  segment for the first six months of
fiscal 2005 were above the levels  achieved in the prior year  primarily  due to
the strong performance of Sperry Top-Sider and Stride Rite International.  Sales
of Sperry Top-Sider  products increased for the first six months of fiscal 2005.
This  increase was  primarily  the result of a strong  performance  in the men's
product line,  particularly in the premium department store and outdoor channels
in the boat shoe  category.  Adding to this was  continued  strong  sales of the
women's  product line primarily with the boat shoe,  nautical  casual and canvas
product lines.  The Stride Rite  International  division had a 21.0% increase in
net sales for the first half of 2005,  versus the same period in the prior year.
Increased sales of Tommy Hilfiger in Central and South America,  as well as Keds
and Sperry Top-Sider products in Canada and Europe, were the primary reasons for
the increase.

     These  sales gains were  partially  offset by the  performance  of the Keds
division. Keds sales decreased in the first half of fiscal 2005 due primarily to
the strategic  repositioning  of the Keds brand as a higher-priced  product line
with  improved  styling.  This  resulted in solid  sales to the  premium  retail
channel,  but reduced  sales to moderate and value channel  retailers.  Sales of
both Grasshoppers and Keds children's  products,  which are included in the Keds
results,  were  also  down as  compared  to the same  period  last  year.  Solid
performances  of the  Champion(R)  and  Microstretch(TM)  products  as well as a
decrease in returns and  allowances  were  offset by fewer  closeout  and sandal
product sales compared to last year.


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

     The increased  profit  contribution  and operating  income within the Other
Wholesale  Footwear  segment was  primarily the result of the effect of both the
higher sales and increased  gross profit  percentage  rate in fiscal 2005 versus
2004. The improved gross profit  percentage was  principally due to Keds overall
higher average selling prices,  improved returns and allowances  performance and
increased  royalty  income.  This was somewhat  offset by increased  advertising
spending in both Keds and Sperry Top-Sider.

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

     At the  end of the  second  fiscal  quarter  of  2005,  our  balance  sheet
reflected a current ratio of 5.1 to 1 with no debt. Our cash,  cash  equivalents
and marketable  securities  totaled $70.4 million at June 3, 2005, a decrease of
$9.2 million from the total cash, cash equivalents and marketable  securities of
$79.6  million at the end of the  second  quarter of fiscal  2004.  The  Company
maintains a $75 million  revolving  credit facility to fund any seasonal working
capital needs.  No borrowings  under this line of credit were  outstanding as of
June 3, 2005 or May 28, 2004.

     During the first six months of fiscal 2005,  the Company used $13.8 million
of  cash to fund  operating  needs.  This  use of  cash to fund  operations  was
unfavorable  when compared to the  generation of $3.1 million of cash during the
first half of fiscal 2004.  Inventory levels at the end of the second quarter of
fiscal 2005 increased  $17.7 million,  or 22.0% from the levels  recorded at the
end of the prior  year's  second  quarter.  The  increase in  inventory  related
primarily  to the  timing of  product  receipts,  increased  levels  of  in-line
products and the higher number of retail stores.  Accounts receivable at June 3,
2005 were $6.2  million or 7.8% lower than the amount at the end of last  year's
second quarter. Days sales outstanding ("DSO"), which measures the length of the
collection period for accounts receivable,  was 42 days at the end of the second
fiscal  quarter of 2005 and was  similar to the DSO of 41 days at the end of the
same period last year.  Accounts  payable,  at the end of the second  quarter of
fiscal 2005,  decreased  $5.9 million from the level  recorded at the end of the
prior year's  second  quarter.  This  decrease was  primarily  the result of the
timing of payments and the reduction of a large vendor payment. During the first
fiscal quarter of 2005, the Company also contributed $3.0 million to its defined
benefit   pension  plan.   The  Company  does  not  plan  to  make  any  further
contributions to its defined benefit pension plan during the 2005 fiscal year.

     Additions to property and equipment  totaled $3.9 million in the first half
of 2005,  which was  similar  to the $3.7  million  in the  first  half of 2004.
Funding of our capital  expenditures  was provided  from  internal  sources.  We
expect  that all capital  purchases  during  fiscal  2005 will be  provided  for
internally,  however if business conditions change and do not allow for internal
funding, we will re-evaluate our plans.



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

     During  the  first  half  of  fiscal  2005  we  returned  $9.4  million  to
shareholders through share repurchases and cash dividends. We spent $5.8 million
to repurchase  437,300 common shares under our share repurchase  program.  As of
June 3, 2005, we have  approximately  4.1 million shares  remaining on our share
repurchase   authorization.   We  expect  to   continue   to   purchase   shares
opportunistically through the remainder of the fiscal year.

     At the end of the second  quarter of fiscal 2005,  there were no borrowings
outstanding under the Company's $75 million  revolving credit facility.  This is
consistent  with the  second  quarter of fiscal  2004.  We did not  utilize  any
available  credit under the  revolving  credit line during the first  quarter of
fiscal 2005.  Borrowings were not required during the quarter  primarily because
we  entered  the year  with no  outstanding  debt  and  significant  cash,  cash
equivalents and marketable  securities  balances.  As of June 3, 2005 letters of
credit totaling $44.5 million were  outstanding for the purchase of inventories.
The issuance of letters of credit for  inventory  purchases  does not impact the
Company's  borrowing  capacity  under the revolving line of credit because these
letters of credit  are  supported  by other  uncommitted  lines of  credit.  All
letters of credit generally expire within one year.

     On June 2, 2005,  the Company  announced  it has entered  into a definitive
agreement to acquire  Saucony,  Inc. Under the terms of the  agreement,  Saucony
shareholders will receive $23.00 in cash for each Saucony share. The transaction
value is  approximately  $170 million  based on the current  number of shares of
Saucony's  common stock  outstanding  and net option value.  The  transaction is
expected to close in the summer of 2005 and is subject to  regulatory  approval,
the approval by the holders of at least  two-thirds of Saucony's  Class A shares
and the holders of at least  two-thirds of Saucony's Class A and B shares voting
together as a single class and other customary closing  conditions.  The Company
intends to finance the acquisition with cash on hand, Saucony's existing cash of
approximately  $30 million and borrowings  under a new revolving credit facility
that will be led by Bank of  America,  N.A.  and which will  include a number of
other banks.

     We do not have any relationships with unconsolidated  entities or financial
partnerships,  such as  entities  often  referred  to as  structured  finance or
special purpose  entities,  which would have been established for the purpose of
facilitating  off-balance-sheet  arrangements or other  contractually  narrow or
limited  purposes.  As such,  we are not  exposed to any  financing,  liquidity,
market or credit risk that could arise if we had engaged in such relationships.


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There  have  been no  material  changes  from  the  information  previously
reported  under  Item 7A of the  Company's  Annual  Report  on Form 10-K for the
fiscal year ended December 3, 2004.

ITEM 4.     CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

     Within the 90 days prior to the date of this  report,  the Company  carried
out an evaluation  under the  supervision of and with the  participation  of the
Company's management, including the participation of its Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
the Company's  disclosure controls and procedures pursuant to Rule 13a-15 of the
Securities Exchange Act of 1934, as amended.  Based upon that evaluation,  as of
the end of the period covered by this report,  our Chief  Executive  Officer and
Chief  Financial  Officer  have  concluded  that  our  disclosure  controls  and
procedures  (as  defined in Rules  13a-15(e)  and  15d-15(e)  of the  Securities
Exchange  Act of 1934,  as amended)  are  effective  to ensure that  information
required  to be  disclosed  by the  Company in reports  that it files or submits
under the Securities Exchange Act of 1934, as amended,  is recorded,  processed,
summarized  and reported  within the time periods  specified in  Securities  and
Exchange  Commission  rules and forms.  We continue to review and  document  our
disclosure  controls and procedures and may from time to time make changes aimed
at enhancing their  effectiveness  and ensuring that our systems evolve with our
business.

(b) Changes in internal controls over financial reporting.

     There  was no change  in the  Company's  internal  control  over  financial
reporting  (as  defined  in Rules  13a-15(f)  and  15d-15(f)  of the  Securities
Exchange Act of 1934, as amended)  during our second quarter that has materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.


<PAGE>


PART II - OTHER INFORMATION

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

     Our repurchases of equity  securities for the second quarter of fiscal 2005
were as follows:

<TABLE>
<CAPTION>
                                                           Total
                                                           Number of  Maximum
                                                           Shares     Number
                                                           Purchased  of Shares
                                      Total      Average   As Part    that May
                                      Number     Price     of         Yet Be
                                      of         Paid      Publicly   Purchased
                                      Shares     Per       Announced  Under the
Period                                Purchased  Share     Plan       Plan
--------------------------------------------------------------------------------

March 5, 2005 - April 1, 2005                -         -          -  4,062,594

<S>                                      <C>      <C>         <C>    <C>
April 2, 2005 - May 6, 2005              5,100    $13.03      5,100  4,057,494

May 7, 2005 - June 3, 2005                   -         -          -  4,057,494
</TABLE>

     In June 2004, the Board of Directors  increased the authorization  under an
existing  stock   repurchase   program  by  five  million   shares.   Under  the
authorization,  the Company can repurchase  shares in the open market or through
privately  negotiated  transactions.  The  repurchase  program  does not have an
expiration date. All shares repurchased during the period covered by this report
were purchased under a publicly announced plan.

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

     The Annual  Meeting  of the  Company's  shareholders  was held on April 14,
2005.  The three  directors  nominated by the Company's  Board of Directors were
elected by the vote set forth below:

<TABLE>
                                                        Votes
                                            ------------------------------
<CAPTION>
              Name of Director              For           Withheld
              --------------------------    ------------------------------
<S>                                         <C>           <C>
              F. Lance Isham                32,951,518    687,740
              Frank R. Mori                 32,907,033    732,225
              Bruce Van Saun                32,943,793    695,465
</TABLE>

     The Company's  other  directors,  whose term of office  continues after the
2005 stockholders' meeting, are as follows:

                           David M. Chamberlain
                           Christine M. Cournoyer
                           Shira D. Goodman
                           James F. Orr III
                           Myles J. Slosberg

     The  Company's  shareholders  also  ratified  the  Company's  selection  of
PricewaterhouseCoopers  LLP as  auditors of the Company for the 2005 fiscal year
by the vote set forth below:

<TABLE>
                        Votes
             -----------------------------------------------
<CAPTION>
                 For           Against       Abstentions
                 ---           -------       -----------
<S>          <C>               <C>             <C>
             33,109,331        504,885         25,042

</TABLE>


<PAGE>


PART II - OTHER INFORMATION (continued)

                           THE STRIDE RITE CORPORATION

ITEM 6.     EXHIBITS


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

                Exhibit Number       Description
                --------------       -----------

                3(i)                 Restated Articles of Organization of the
                                     Registrant with amendments thereto through
                                     November 28, 1986, incorporated by
                                     reference from Exhibit 4(i) to the
                                     Registrant's Form S-8 filed on October 25,
                                     1996.

                3(ii)                Articles of Amendment dated April 7, 1987
                                     to Restated Articles of Organization,
                                     incorporated by reference form Exhibit 4(i)
                                     to the Registrant's Form S-8 filed on
                                     October 25, 1996.

                3(iii)               Articles of Amendment dated December 16,
                                     1987 to Restated Articles of Organization
                                     of the Registrant, incorporated by
                                     reference from Exhibit 4(i) to the
                                     Registrant's Form S-8 filed on October 25,
                                     1996.

                3(iv)                Articles of Amendment dated December 3,
                                     1991 to the Restated Articles of
                                     Organization of the Registrant,
                                     incorporated by reference from Exhibit 4(i)
                                     to the Registrant's Form S-8 filed on
                                     October 25, 1996.

                3(v)                 Certificate of Vote of Directors
                                     establishing a series of a Class of Stock
                                     dated as of June 18, 1997.

                3(vi)                By-laws of the Registrant, as amended. This
                                     document was filed as Exhibit 3 of the
                                     Registrant's Form 10-Q for the fiscal
                                     period ended June 1, 1990 and is
                                     incorporated herein by reference.

                4(i)                 Reference is made to Exhibits 3(i), (ii),
                                     (iii) and (iv) referred to above, which are
                                     expressly incorporated herein by reference.


<PAGE>



         PART II - OTHER INFORMATION (continued)

                            THE STRIDE RITE CORPORATION

         ITEM 6.     EXHIBITS

                10.1                 Agreement  and Plan of  Merger,  dated
                                     June 1,  2005  among The  Stride  Rite
                                     Corporation,  Saucony,  Inc.  and  OC,
                                     Inc. (excluding  schedules,  which the
                                     registrant     agrees    to    furnish
                                     supplementally  to the Commission upon
                                     request).  This  document was filed as
                                     Exhibit 2.1 to the  registrant's  form
                                     8-K    filed    on   June   3,    2005
                                     incorporated herein by reference.

                31.1*                Certification of Principal Executive
                                     Officer pursuant to Exchange Act Rules
                                     13a-14 and 15d-14, as adopted pursuant to
                                     Section 302 of Sarbanes-Oxley Act of 2002.

                31.2*                Certification of Principal Financial
                                     Officer pursuant to Exchange Act Rules
                                     13a-14 and 15d-14, as adopted pursuant to
                                     Section 302 of Sarbanes-Oxley Act of 2002.

                32.1**               Certification of Principal Executive
                                     Officer pursuant to 18 U.S.C. Section 1350,
                                     as adopted pursuant to Section 906 of
                                     Sarbanes-Oxley Act of 2002.

                32.2**               Certification of Principal Financial
                                     Officer pursuant to 18 U.S.C. Section 1350,
                                     as adopted pursuant to Section 906 of
                                     Sarbanes-Oxley Act of 2002.

         *      Filed with this form 10-Q.
         **     Furnished with this form 10-Q. This certification shall not be
                deemed "filed" for purposes of Section 18 of the Securities
                Exchange Act of 1934, or otherwise subject to the liability of
                that section, nor shall it be incorporated by reference into any
                filing under the Securities Act of 1933 or the Securities
                Exchange Act of 1934.





<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 13, 2005                By:  /s/ Frank A. Caruso
                                    --------------------------
                                      Frank A. Caruso
                                      Chief Financial Officer