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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 August 29, 2003

( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                    For the transition period from to .

                     Commission File Number: 1-4404

                       THE STRIDE RITE CORPORATION
                       ---------------------------
             (Exact name of registrant as specified in its charter)

                        Massachusetts           04-1399290
                     -----------------         --------------
         (State or other jurisdiction)    (I.R.S. Employer Identified No.)

                  191 Spring Street, Lexington, Massachusetts 02421
                 (Address of principal executive offices) (Zip Code)

         Registrant's telephone number, including area code: (617)824-6000

          Securities registered pursuant to Section 12(b) of the Act:

                                                           Name of each exchange
Title of each class                                         on which registered
-------------------                                      -----------------------
Common stock, $.25 par value                             New York Stock Exchange

            Preferred Stock Purchase Rights New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  report),  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

     Yes (X) No ( ) -  Indicate  by check  mark  whether  the  registrant  is an
accelerated filer (as defined in Exchange Act Rule 12b-2).

          Yes(X)          No ( )

As of October 3, 2003, 39,278,431 shares of the Registrant's common stock, $.25
par value, and the accompanying Preferred Stock Purchase Rights were
outstanding.


<PAGE>



PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

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



<CAPTION>
                                  August 29,                        August 30,
                                     2003          November 29,        2002
                                  (Unaudited)          2002         (Unaudited)
                                --------------   ---------------  -------------

  Assets

  Current Assets:
     Cash and cash
<S>                                 <C>              <C>            <C>
       equivalents                  $ 96,195         $ 73,105       $ 73,979

     Accounts and notes
       receivable, net                69,590           48,075         70,436

     Inventories                      68,557           98,213         77,531

     Deferred income taxes            20,222           20,588         23,759

     Other current assets              5,330           13,613          4,169
                                    --------         --------       --------

     Total current assets            259,894          253,594        249,874

  Property and equipment, net         62,552           68,291         70,539

  Other assets                        15,022           12,914         13,337
                                    --------         --------       --------

     Total assets                   $337,468         $334,799       $333,750
                                    ========         ========       ========
</TABLE>

















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


                                        2


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

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

<CAPTION>
                                   August 29,                       August 30,
                                      2003        November 29,         2002
                                  (Unaudited)         2002          (Unaudited)
                                ---------------  --------------   --------------

  Liabilities and Stockholders' Equity

  Current Liabilities:
<S>                                <C>              <C>               <C>
     Accounts payable              $ 10,132         $ 31,513          $ 13,957
     Income taxes payable            20,458           17,407            16,412
     Accrued expenses and other
       liabilities                   21,869           20,630            25,892
                                  ---------        ---------         ---------
     Total current liabilities       52,459           69,550            56,261

  Deferred income taxes                 775              531             5,162
  Pension obligation                 11,677           11,677                 -

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

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

     Capital in excess of par
       value                         16,803           18,043            17,674

    Retained earnings               418,914          398,368           402,383
    Accumulated other
        comprehensive loss           (6,961)          (7,246)                -
     Less cost of 17,547,650
        shares of common stock
        held in treasury
        (17,504,140 on November
        29, 2002 and 16,390,253
        on August 30, 2002)        (170,436)        (170,361)         (161,967)
                                 -----------        --------         ---------
     Total stockholders' equity     272,557          253,041           272,327
                                 ----------         --------         ---------

     Total liabilities and
       stockholders' equity        $337,468         $334,799          $333,750
                                 ==========         ========         =========
</TABLE>





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





                                        3


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

<TABLE>
                           THE STRIDE RITE CORPORATION
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
            For the periods ended August 29, 2003 and August 30, 2002
                      (In Thousands, Except Per Share Data)

<CAPTION>
                               Three Months Ended           Nine Months Ended
                               ------------------           -----------------
                           August 29,    August 30,     August 29,    August 30,
                              2003          2002           2003          2002
                          ------------  ------------  -------------  -----------

<S>                         <C>           <C>           <C>            <C>
Net sales                   $139,747      $136,989      $446,355       $434,203

Cost of sales                 87,111        86,203       274,700        273,212

Selling and
administrative expenses       42,592        41,667       130,970        122,757
                           ---------     ---------     ---------      ---------

Operating income              10,044         9,119        40,685         38,234

Other income (expense):
  Investment income              201           294         1,807          1,020
  Interest expense               (75)          (71)         (247)          (607)
  Other, net                     (43)          (62)         (207)          (315)
                           ----------    ----------    ----------     ----------
                                  83           161         1,353             98
                           ----------    ----------    ----------     ----------
Income before income
  taxes                       10,127         9,280        42,038         38,332
Provision for income
  taxes                        3,714         2,239        15,585         12,179
                            ---------     ---------     ---------      ---------

Net income                  $  6,413     $   7,041      $ 26,453      $  26,153
                            =========     =========     =========      =========


Net income per common
  share:
  Diluted                   $    .16      $    .17      $    .66      $     .62
                           =========     =========     =========      =========
  Basic                     $    .16      $    .17      $    .67      $     .63
                           =========     =========     =========      =========
Dividends per common
  share                     $    .05      $    .05      $    .15      $     .15
                           =========     =========     =========      =========

Average common shares
  used in per share
  computations:
  Diluted                     40,243        41,657        39,992         42,137
                           =========     =========     =========      =========
  Basic                       39,456        41,308        39,415         41,746
                           =========     =========     =========      =========
</TABLE>




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








                                        4


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

<TABLE>
                           THE STRIDE RITE CORPORATION
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
          For the nine months ended August 29, 2003 and August 30, 2002
                             (Dollars in Thousands)

<CAPTION>
                                                        2003             2002
                                                    ------------    ------------
Cash provided from (used for):
Operations:
<S>                                                  <C>              <C>
   Net income                                        $ 26,453         $ 26,153
   Adjustments to reconcile to net cash
       provided from operations:
   Depreciation and amortization                       10,438           11,849
   Deferred income taxes                                  610              790
   Sales of trading securities                              6              250
   Gain related to long-term investments               (1,071)               -
   Loss on disposals of property and equipment            555              631
   Increase in other long-term assets                  (2,108)          (1,114)
   Changes in:
      Accounts and notes receivable                   (21,515)         (25,697)
      Inventories                                      29,656           34,950
      Other current assets                              9,030           10,111
      Other current liabilities                       (15,436)         (12,221)
   Contribution to defined benefit pension plan        (2,000)               -
                                                    ----------       ---------
      Net cash provided from operations                34,618           45,702
                                                    ---------        ---------

Investments:
   Additions to property and equipment                 (5,254)         (10,576)
   Proceeds from long-term investments                  1,071                -
                                                    ---------        ---------
      Net cash used for investments                    (4,183)         (10,576)
                                                    ----------       ----------

Financing:
   Short-term borrowings                                    -          (26,000)
   Proceeds from sale of stock under stock plans        2,342            1,974
   Cash dividends paid                                 (5,914)          (6,296)
   Repurchase of common stock                          (3,773)         (11,984)
                                                    ----------       ----------
      Net cash used for financing                      (7,345)         (42,306)
                                                    ----------       ----------

Net increase (decrease) in cash and cash
equivalents                                            23,090           (7,180)

Cash and cash equivalents at beginning of the
period                                                 73,105           81,159
                                                    ---------        ---------

Cash and cash equivalents at end of the period        $96,195          $73,979
                                                    =========        =========
</TABLE>




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







                                        5


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -   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 August 29, 2003 and August 30,
2002 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.  Certain  reclassifications  have been made to the prior  period
financial statements to conform to the fiscal 2003 presentation.  The results of
operations  for the  periods  ended  August 29, 2003 and August 30, 2002 are not
necessarily indicative of the results of operations that may be expected for the
complete   fiscal  year.  It  is  suggested  that  these   unaudited   condensed
consolidated  financial  statements  be read in  conjunction  with  the  audited
consolidated  financial  statements for the year ended November 29, 2002,  which
are contained in the Annual  Report on 10-K of the Company as  previously  filed
with the SEC.

     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,
inventory and income taxes. Actual results could differ 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 pro
forma  effects of using the  fair-value  method of  accounting  for  stock-based
compensation, effective for interim periods beginning after December 15, 2002.

     At August 29, 2003, the Company has 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 November 29, 2002 as contained in
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", and related interpretations. 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. 123, to stock-based compensation. 6


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

<TABLE>
                           THE STRIDE RITE CORPORATION

               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                       (Dollars in Thousands, Except Per Share Data)


<CAPTION>
                               Three Months Ended          Nine Months Ended
                            -------------------------  -------------------------
                            August 29,    August 30,    August 29,   August 30,
                               2003          2002          2003         2002
                            ------------  -----------  ------------ ------------
<S>                           <C>           <C>          <C>          <C>
Net income, as reported       $ 6,413       $ 7,041      $26,453      $26,153

Add:  Stock based employee
compensation expense
included in net income,
net of related tax effects
                                   21            29           30           79

Deduct:  Total stock based
employee compensation
expense determined under
fair value based method
for all awards, net of
related tax effects
                                 (361)         (398)      (1,292)      (1,144)
                            ----------    ----------    ---------    ---------

Pro forma net income          $ 6,073       $ 6,672      $25,191      $25,088
                            =========     =========     ========     ========

Earnings per share:
   Basic - as reported        $   .16       $   .17       $  .67       $  .63
                            =========     =========     ========     ========
   Basic - pro forma          $   .15       $   .16       $  .64       $  .60
                            =========     =========     ========     ========

   Diluted - as reported      $   .16       $   .17       $  .66       $  .62
                            =========     =========     ========     ========
   Diluted - pro forma        $   .15       $   .16       $  .63       $  .60
                            =========     =========     ========     ========
</TABLE>
























                                    7


<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  (amounts in thousands,  except per
share data):

<TABLE>
<CAPTION>
                                      Three Months              Nine Months
                                         Ended                     Ended
                                 -----------------------   ----------------------
                                  Aug. 29,     Aug. 30,     Aug. 29,    Aug. 30,
                                    2003         2002         2003        2002
                                 -----------  ----------   ----------  ----------
<S>                                <C>         <C>          <C>         <C>
Net income                         $ 6,413     $ 7,041      $26,453     $26,153

Calculation of shares:
Weighted average common
  shares outstanding (basic)        39,456      41,308       39,415      41,746

Dilutive effect of stock
  options                              787         349          577         391
                                   -------     -------      -------     -------

Weighted average common
  shares outstanding (diluted)      40,243      41,657       39,992      42,137
                                   =======     =======      =======     =======

Net income per common share
(basic)                              $ .16       $ .17        $ .67       $ .63
                                     =====       =====        =====       =====

Net income per common share
(diluted)                            $ .16       $ .17        $ .66       $ .62
                                     =====       =====        =====       =====
</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>
<CAPTION>
                                                                 First Nine
                                          Third Quarter            Months
                                        -------------------  ------------------
                                           2003       2002      2003      2002
                                        --------  ---------  --------  --------
Options to purchase shares of common
<S>                                         <C>      <C>         <C>     <C>
  stock (in thousands)                      507      1,390       540     1,435

</TABLE>








                                  8


<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              Nine Months
                                         Ended                     Ended
                                 -----------------------   ----------------------
                                   Aug. 29,    Aug. 30,     Aug. 29,    Aug. 30,
                                     2003        2002         2003        2002
                                 -----------  ----------   ----------  ----------
                                                 (In thousands)
<S>                                <C>          <C>         <C>         <C>
Net income                         $6,413       $7,041      $26,453     $26,153

Other comprehensive income
   (loss):
Foreign currency translation
   adjustments                       (191)           -          285           -
                                 -----------  ----------   ----------  ---------
Total comprehensive income         $6,222       $7,041      $26,738     $26,153
                                 ===========  ==========   ==========  =========
</TABLE>





<TABLE>
Accumulated other comprehensive loss is as follows:

<CAPTION>
                                   August 29,      November 29,      August 30,
                                      2003             2002             2002
                                  --------------  ----------------  ------------
                                                  (In thousands)
Foreign currency translation
<S>                                 <C>               <C>
   adjustments                      $  (240)          $ (525)              -
Minimum pension liability
   adjustments, net of taxes         (6,721)          (6,721)              -
                                    --------          -------          -----
Accumulated other
   comprehensive loss               $(6,961)         $(7,246)              -
                                    ========         ========          =====
</TABLE>


















                                   9



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 4 - Intangible Assets and Goodwill

     The Company  adopted  Statement  of Financial  Accounting  Standard No 142,
"Goodwill and Other Intangible Assets",  (SFAS 142) effective November 30, 2002.
In accordance  with SFAS 142,  goodwill and  intangible  assets with  indefinite
useful  lives will no longer be  amortized,  but instead  will be  measured  for
impairment at least annually,  or when events  indicate that impairment  exists.
Intangible  assets that are determined to have finite useful lives will continue
to be amortized over their useful lives.

     As required by SFAS 142, the Company performed impairment tests on goodwill
and other indefinitely lived intangible assets,  which consisted only of certain
trademarks,  as of November 30, 2002. As a result of this  testing,  the Company
does not believe that the carrying value of goodwill or any  indefinitely  lived
intangible assets have been impaired.

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

<TABLE>
                               Intangible Assets Not Subject to Amortization
                             ------------------------------------------------
                                                  Trademark
<CAPTION>
                                  Goodwill         Rights           Total
-------------------------------------------------------------------------------
August 29, 2003                                (In Thousands)
<S>                               <C>             <C>             <C>
  Gross carrying amount           $3,073          $2,980          $6,053
  Accumulated amortization       $(2,165)        $(1,290)        $(3,455)
November 29, 2002
  Gross carrying amount           $3,048          $2,980          $6,028
  Accumulated amortization       $(2,165)        $(1,290)        $(3,455)
August 30, 2002
  Gross carrying amount           $2,748          $2,980          $5,728
  Accumulated amortization       $(2,131)        $(1,255)        $(3,386)
</TABLE>

     Amortization  expense,  which is  included  in selling  and  administrative
expenses, was $0 and $64,000 for the three-month periods and $0 and $199,000 for
the nine-month periods ended August 29, 2003 and August 30, 2002,  respectively.
The estimated  amortization  expense for intangible assets for future periods is
zero, because the Company does not have any intangible assets with finite useful
lives.

     The results for the  three-month  and  nine-month  periods ended August 30,
2002 do not reflect the  provisions of SFAS 142. Net income for the  three-month
and  nine-month  periods was $7,041 and $26,153,  respectively.  Had the Company
adopted SFAS 142 on December 1, 2001, for the three-month and nine-month periods
ended August 30, 2002,  the Company would have recorded net income of $7,090 and
$26,289 as a result of not recording  amortization.  Basic and diluted  earnings
per share would not have changed.







                                     10


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 5 - Guarantees

     The Company adopted Financial Accounting Standards Board Interpretation No.
45 "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect  Guarantees  of  Indebtedness  of  Others"  an  interpretation  of FASB
Statements No. 5, 57, and 107 and rescission of FASB  Interpretation No. 34 (FIN
45) during the first quarter of fiscal 2003. This  interpretation  clarifies the
requirements of FASB Statement No. 5, "Accounting for Contingencies" relating to
the guarantor's accounting for, and disclosure of, the issuance of certain types
of guarantees.  The  provisions  for initial  recognition  and  measurement  are
effective  on a  prospective  basis for  guarantees  that are issued or modified
after December 31, 2002.

     Prior to December  31,  2002,  the Company  entered into a guarantee of the
lease payment of a storefront  located in New York,  New York for a third party.
The storefront is used to support the marketing of one of the Company's  product
lines.  The guarantee,  which runs for five years,  could require the Company to
make annual payments in the amount of $50,000.  The Company has not recorded any
liability related to this guarantee because the Company does not believe that it
is probable that any payments will be required.
































                                     11


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

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.  The  Company  cautions  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",  "might",  "plan",
"estimate",   "project",   "should",   "will  be",  "will  result"  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.   The  Company  expressly  disclaims  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: 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; 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 possible failure to
retain the Tommy Hilfiger  footwear  license;  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 retailers, the


                                       12


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

consolidation or restructuring of such customers, including large 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 such as SARS (Severe
Acute Respiratory Syndrome); 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.

     The Company  discussed a number of significant  trends and specific factors
affecting  the footwear  industry in general and the business in  particular  in
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations",  Item 7 of the Company's  Annual Report on Form 10-K for the fiscal
year 2002.  Those  trends and factors  continue to be relevant to the  Company's
performance and financial condition.

Critical Accounting 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
estimates in the Company's Annual Report on Form 10--K for the fiscal year ended
November 29, 2002 for additional information.

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

     The sale of Tommy Hilfiger branded footwear is a significant portion of the
Company's  business.  The Tommy  Hilfiger  footwear  sales are contingent on the
Company's licensing  agreement with Tommy Hilfiger  Licensing,  Inc. During June
2003 the Company and Tommy Hilfiger  Licensing,  Inc.  agreed to an extension of
the footwear  licensing  agreement for the United States through March 2007. The
licensing agreement was due to expire in March 2004.


                                       13


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

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

     The following  table  summarizes  the Company's  performance  for the third
quarter  and first nine months of fiscal 2003 as compared to the results for the
same periods in fiscal 2002:

<TABLE>
Increase (Decrease) Percent vs. 2002 results:
---------------------------------------------
<CAPTION>
                                            Third Quarter      Nine Months
                                            -------------      -----------
<S>                                             <C>                <C>
Net sales                                       2.0%               2.8%
Gross profit                                    3.6%               6.6%
Selling and administrative expenses             2.2%               6.7%
Operating income                               10.1%               6.4%
Income before income taxes                      9.1%               9.7%
Net income                                     (8.9%)              1.1%
</TABLE>

<TABLE>
Operating Ratios as a Percent to Net Sales:
-------------------------------------------
<CAPTION>
                                         Third Quarter       Nine Months
                                       ----------------   ------------------
                                          2003       2002    2003      2002
                                        -------    -------  -------   -------
<S>                                       <C>       <C>      <C>       <C>
Gross profit                              37.7%     37.1%    38.5%     37.1%
Selling and administrative expenses       30.5%     30.4%    29.3%     28.3%
Operating income                           7.2%      6.7%     9.1%      8.8%
Income before income taxes                 7.2%      6.8%     9.4%      8.8%
Net income                                 4.6%      5.1%     5.9%      6.0%
</TABLE>

Third Quarter 2003 Compared to the Third Quarter 2002
-----------------------------------------------------

Net Sales
---------

     During the third quarter of fiscal 2003,  consolidated  net sales increased
$2.8 million to $139.7  million,  or 2.0% above the sales level  realized in the
third  quarter of fiscal 2002.  Wholesale  net revenues  decreased  3.3% for the
third quarter of 2003, while overall retail sales were up 16.6% when compared to
the same period in the prior year.  Unit  shipments of current line  merchandise
for the  wholesale  brands  during  the third  quarter  were 0.5% lower than the
comparable  period in fiscal 2002. The Company's  average first quality  selling
price was lower for the third  quarter  of 2003,  decreasing  1.8% from the same
period last year.

     First quality wholesale gross sales for the third quarter decreased by $2.2
million, or 2.1% lower than the wholesale gross sales level achieved in the same
quarter in the prior year. This decrease was primarily the result of lower sales
to our  licensed  partners  and  independent  accounts,  along with  declines to
certain department stores. As compared to last year's third quarter, the Company
decreased  its sale of obsolete or excess  product.  Retail  store sales were up
significantly,  $5.6  million  versus  the sales  levels  recorded  in the third
quarter of fiscal 2002.



                                       14


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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


     Sales of the Stride  Rite  Children's  Group  during  the third  quarter of
fiscal  2003 were $67.9  million,  1.1% higher than the same period in the prior
fiscal year.  Sales to independent  retailers  decreased  13.9% during the third
quarter as compared to the same  quarter  last year.  This  decrease  reflects a
trend of consistent  sales declines in the Children's  Group's  wholesale sales.
These  decreases are principally  attributable to retailer and general  economic
weakness,  with the greatest  declines in licensed  dealers and trade  accounts.
Sales levels for the  Children's  Group's  retail stores were up  significantly,
increasing  16.6%,  when  comparing the third  quarters of fiscal years 2003 and
2002.  Sales at comparable  Children's  Group retail stores  (stores open for 52
weeks in each fiscal year)  increased 7.9% for the third quarter of fiscal 2003.
Driving the increase in the comparable stores category was a greater  proportion
of newer stores that are now included in the computation. Newer stores generally
grow their sales at a faster rate than more mature retail locations.  At the end
of the third quarter of fiscal 2003, the Stride Rite  Children's  Group operated
230 stores.  This is an  increase of 4 stores,  or 1.8% from the end of the same
period in the prior year.  Current  plans call for the opening of  approximately
eleven stores during the 2003 fiscal year.  Five  children's shoe stores and one
outlet store have been opened  during the first nine months of fiscal 2003.  The
Company has also closed  five  stores for a net new store  increase of one.  The
rate of new store openings has been slowed this year to concentrate  our efforts
on optimizing business performance in our new and existing stores.

     Sales of the Keds division  were $30.6 million  during the third quarter of
fiscal 2003, a decrease of 4.1% as compared to the results of the same period in
the prior year.  This  quarterly  decrease in 2003 was primarily the result of a
sales shortfall in the women's basic product line compared to the prior year.

     Sales of Tommy  Hilfiger  men's and women's  footwear  products  during the
third  quarter of the fiscal year were $26.5  million,  an increase of 6.3% from
the third  quarter of 2002.  This increase was primarily due to the expansion of
sales to independent and shoe chain  accounts.  Sales increases were recorded in
both the men's and women's product categories.  The PRO-Keds product line sales,
reported as part of Tommy  Hilfiger  Footwear's  results,  were below last year,
although  their sales are  currently  not a  significant  part of the  Company's
overall sales.

     Sales of Sperry Top-Sider  products during the third quarter of fiscal 2003
were $11.4  million,  an  increase  of 10.2% from the same  quarter in the prior
year. The major  contributors to the sales growth were strong shipments of men's
performance  shoes,  as well as  increased  sales of basic boat shoes.  Sales of
women's products were also improved, with growth coming from the marine channel.

     Sales of the Stride Rite International division during the third quarter of
fiscal 2003 were $6.5 million,  relatively flat versus last year's third quarter
as improved sales in Canada offset continued sales declines in South America.

                                 15


<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 third  quarter of fiscal  2003,  the  Company's  gross profit of
$52.6 million  increased $1.8 million or 3.6% above the amount  recorded  during
fiscal year 2002's third quarter. A lower level of first quality wholesale sales
reduced  gross  profit  by  $1.6  million.  The  effect  of LIFO  and  inventory
capitalization  reduced  gross  profit  by an  additional  $0.6  million.  These
declines were offset by $3.1 million of additional gross profit  associated with
the higher level of retail sales as well as a $1.0  million  improvement  due to
less excess and obsolete  inventory  which  resulted in lower closeout sales and
obsolescence  costs.  The gross  profit  rate for fiscal  2003's  third  quarter
improved 60 basis points to 37.7% as compared to the 37.1% rate  achieved in the
prior year's third quarter.  Lower inventory  obsolescence costs, in addition to
the relative  growth in  company-owned  retail store sales,  which have a higher
gross profit margin, were the principal reasons for the higher gross profit rate
in the third quarter of 2003 as compared to the same period last year.

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

     During  the  third  quarter  of fiscal  2003,  selling  and  administrative
expenses were $42.6 million,  an increase of $0.9 million or 2.2% as compared to
the third  quarter of fiscal 2002. As a percent of sales,  operating  costs were
30.5% in the third  quarter of fiscal 2003 versus 30.4% in the third  quarter of
fiscal 2002. A major factor causing the increase in operating costs was the $0.6
million increase in year-to-year retail store expenses, primarily related to the
large  number of stores  opened  during the first nine months of the 2002 fiscal
year  and the  carryover  of these  added  costs  into  fiscal  2003.  This is a
continuation  of the trend seen in the first and second quarters of fiscal 2003.
Pension  expense in the third quarter  increased  $0.7 million  versus the prior
year's third quarter.


Other Income (Expense)
----------------------

     Other  income  (expense)  increased  pre-tax  income by $0.1 million in the
third  quarter of fiscal  2003.  This  compares to the  increase in other income
(expense) of $0.2 million in the third quarter of fiscal 2002. Investment income
of $0.2 million  decreased  $0.1 million in the third  quarter of fiscal 2003 as
compared to the same  quarter last year.  Higher  average  investments  were not
sufficient to offset lower average  interest rates.  Interest  expense  remained
relatively  flat in the third  quarter of fiscal  2003 as  compared  to the same
period last year.









                                       16


<PAGE>



PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

Income Taxes
------------

     The provision for income taxes  increased $1.5 million in the third quarter
of fiscal 2003 as compared to last year's third quarter. The increase was mainly
due to the effect of a higher effective income tax rate of 36.7%, as compared to
24.1% in 2002. The fiscal 2002  effective  income tax rate reflected a reduction
in  previously  established  tax  accruals,  which  were no longer  needed.  The
effective  income  tax  rate  for  the  remainder  of the  year is  expected  to
approximate 37%.


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

     Net  income  for the third  quarter  of  fiscal  2003 was $6.4  million,  a
decrease  of $0.6  million,  or 8.9% as compared to the same period in the prior
fiscal  year.  The increase in both gross  profit and  operating  income was not
sufficient to offset a higher  provision for income taxes.  The Company's return
on net sales of 4.6% in the  third  quarter  of  fiscal  2003 was below the 5.1%
return on net sales for the prior year's third quarter.


First Nine Months 2003 Compared to the First Nine Months 2002:
-------------------------------------------------------------

Net Sales
---------

     Net sales for the first nine months of fiscal 2003 increased  $12.2 million
or 2.8% above the net sales level for the same period of fiscal  2002.  Revenues
related to the Company's  wholesale  brands  decreased $1.0 million or less than
1.0%.  Overall retail sales  increased 11.3% when compared to the same period in
the prior year.  Unit  shipments of current line  merchandise  for the wholesale
brands  during the first nine  months  were 0.9%  higher than during last year's
first nine months.  The Company's  average  first quality  selling price for the
first nine months of fiscal 2003,  decreased by 3.8% compared to the same period
last year.

     First quality  wholesale gross sales for the first nine months decreased by
$7.7 million, or 2.4% below the wholesale gross sales level for the prior year's
first nine  months.  Closeout  sales  increased  as compared  to last year.  The
increase in closeout sales,  combined with fewer returns, were not sufficient to
offset the  decrease  in first  quality  sales,  which  resulted  in the overall
decrease in wholesale net sales.  Strong retail sales  comparisons to last year,
increasing $10.7 million or 11.3% for the first nine months,  contributed to the
overall $3.0 million increase in consolidated net sales.



                                       17


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

     Sales of the Stride Rite  Children's  Group during the first nine months of
fiscal 2003 were $180.7  million,  2.3% higher than the same period in the prior
fiscal year.  Sales to  independent  retailers  decreased 9.9% in the first nine
months of fiscal 2003  compared to last year.  Increased  sales of both Munchkin
products and Tommy Hilfiger  children's  shoes were not sufficient to offset the
decrease in Stride Rite brand footwear.  Sales levels of the Children's  Group's
retail stores were up 11.3% for the first nine months of fiscal 2003 as compared
to the prior fiscal year.  Sales at  comparable  Children's  Group retail stores
(stores  open for 52 weeks in each  fiscal  year)  increased  4.4% for the first
three quarters of fiscal 2003. Strong comparable performances at many of the new
comparative stores were a major reason for this improvement.

     Sales of the Keds division were $136.4 million for the first nine months of
fiscal 2003,  a decrease of 2.3% versus the same period last year.  This decline
was primarily the result of the  disappointing  performance  of certain  women's
products,  particularly  in the first half of fiscal 2003,  which was  adversely
affected by the cold spring,  poor economy and a weak canvas market.  This trend
continued  into the third  quarter of fiscal  2003.  Somewhat  offsetting  these
decreases were closeout  product  sales,  which were up versus last year's first
nine months.

     Sales of Tommy  Hilfiger  men's and women's  footwear  products  were $75.4
million  for the first nine  months of fiscal  2003,  an increase of 9.7% versus
last year's first nine months.  This  increase was driven by strong sales in the
first and  third  quarters,  which  was  positively  impacted  by the  continued
expansion of retail channels.

     Sales of Sperry  Top-Sider  products during the first nine months of fiscal
2003 were $44.3  million,  an  increase  of 10.6% as  compared to the first nine
months of fiscal 2002. Strong sales of performance oriented products, along with
the new collection of boat shoes and the continued  increase in sales of women's
products, were the primary reasons for the sales gains for the first nine months
versus last year.

     Sales of the  Stride  Rite  International  division  during  the first nine
months of fiscal 2003 were $18.3  million,  a decrease of 10.4% versus the first
nine  months  of  fiscal  2002.   Continued  weakness  in  the  global  economy,
particularly in South America, negatively impacted the nine-month results.


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

     During the first nine months of fiscal 2003, the Company's  gross profit of
$171.7  million  increased  by $10.7  million or 6.6% as  compared to the amount
recorded  during the first nine months of fiscal 2002. The gross profit rate for
the first  nine  months of fiscal  2003  improved  140 basis  points to 38.5% as
compared to the 37.1% rate achieved in the prior year's first nine months.




                                       18


<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 principle reasons for the increase in year-to-year gross profit comparisons
were a reduction of excess inventory and obsolescence costs of $4.5 million due
to better inventory management combined with $6.5 million of additional gross
profit from retail store sales. The growing importance of the retail store
business continues to positively impact gross profit comparisons.


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

     During the first nine months of fiscal  2003,  selling  and  administrative
expenses were $131.0 million, an increase of $8.2 million or 6.7% as compared to
the same period in the prior year. As a percent of sales,  operating  costs were
29.3% for the first nine  months of 2003 and 28.3% for the first nine  months of
fiscal 2002.  Increased  advertising costs of $2.3 million,  higher retail store
expenses of $3.1 million and a $2.1 million increase in pension expense were the
primary reasons for the increase from the prior year.


Other Income (Expense)
----------------------

     Other income  (expense)  increased  pre-tax  income by $1.4 million for the
first nine months of fiscal  2003.  This  compares  favorably to the increase in
other  income  (expense)  of $0.1  million for the same  period of fiscal  2002.
Investment  income of $1.8  million  increased  $0.8  million  in the first nine
months of fiscal 2003 as compared to the same period of last year.  The $750,000
gain  on the  sale of the  Company's  interest  in the  Thailand  factory  joint
venture,  as well as a gain on a prior year  investment,  were the major reasons
for the increase  versus last year.  Higher average  investments  were unable to
offset lower average interest rates.  Interest expense decreased $0.4 million in
the first nine months of fiscal  2003 as compared to the last year's  first nine
months,  principally  due to the fact that there were no  short-term  borrowings
during the first nine months of fiscal 2003.

Income Taxes
------------

     The  provision  for income taxes  increased  $3.4 million in the first nine
months of fiscal 2003 as compared to the same period last year.  The increase in
the provision for income taxes was due to the combination of a higher  effective
income tax rate being applied to an increase in income before income taxes.  The
effective income tax rate for the first nine months of fiscal 2003 was 37.1%, as
compared  to the 31.8% rate for the first nine months of fiscal  2002.  The 2002
effective  income tax rate reflected a reduction in previously  established  tax
accruals,  which were no longer  needed.  The effective  income tax rate for the
remainder of the year is expected to approximate 37%.

                                       19


<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 nine months of fiscal 2003 was $26.5  million,  an
increase  of $0.3  million,  or 1.1% as compared to the same period in the prior
fiscal year.  For the first nine months of the 2003 fiscal year, the increase in
gross profit resulting from the greater sales and higher gross profit percentage
was somewhat  offset by both higher selling and  administrative  expenses and an
increased  provision for income taxes. The Company's return on net sales of 5.9%
for the first nine months of fiscal 2003 was slightly lower than the 6.0% return
on net sales for the prior year's first nine months.

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

     At the end of the first nine months of fiscal 2003,  the Company's  balance
sheet had a  current  ratio  (total  current  assets  divided  by total  current
liabilities)  of 5.0 to 1 with no debt.  The cash and cash  equivalents  totaled
$96.2  million at August 29, 2003,  an increase of $22.2  million from the total
cash and cash  equivalents  of $74.0 million at the end of the first nine months
of fiscal 2002. The Company has a $75 million  revolving credit facility to fund
seasonal  working capital needs, if required.  No borrowings  under this line of
credit were outstanding as of August 29, 2003 or August 30, 2002.

     During  the first nine  months of fiscal  2003,  $34.6  million of cash was
provided  from  operations.  This  positive cash flow amount was below the $45.7
million of cash provided from  operations in the prior year's first nine months.
At August 29, 2003,  accounts  receivable  and inventory  levels  totaled $138.1
million,  a decrease of $9.8 million or 6.6% below the $148.0  million  level at
August 30, 2002. Accounts receivable were slightly lower at the end of the first
nine months of fiscal 2003,  down $0.8 million or 1.2% from the comparable  2002
level.  Day's  sales  outstanding,  which  is a  measure  of the  length  of the
collection period, were 42 days at the end of the first nine months, a reduction
of 3 days from the same point in the prior year.  Inventories  at the end of the
third  quarter of 2003,  decreased  $9.0 million or 11.6%  compared to the prior
year.

     Additions to property and equipment  totaled $5.3 million in the first nine
months  of  fiscal  2003.  This was $5.3  million  below  the  level of  capital
expenditures  in the same  period in the prior  year.  The  decrease  in capital
purchases  is  primarily  related to the lower level of  spending  caused by the
reduction in new store openings during the 2003 fiscal year. The Company expects
that all capital purchases during fiscal 2003 will be provided for with internal
funds.  During the third quarter of fiscal 2003, $2.0 million was contributed to
the Company's  defined  benefit pension plan. The Company plans to contribute an
additional $5.0 million during the fourth quarter of fiscal 2003.




                                       20


<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  nine  months of fiscal  2003 the  Company  returned  $9.7
million to  shareholders  through  share  repurchases  and cash  dividends.  The
Company paid $3.8 million to  repurchase  424,100  common shares under our share
repurchase  program.  As of August 29, 2003, there remains 3.8 million shares of
the original 5.0 million share repurchase authorization.  The Company expects to
continue to  repurchase  shares  opportunistically  through the remainder of the
fiscal year.

     At the end of the first nine  months of the 2003  fiscal year there were no
borrowings   outstanding  under  the  Company's  $75  million  revolving  credit
facility.  This is  consistent  with the level of  borrowings  at the end of the
first nine months of fiscal  2002.  During the first nine months of fiscal 2003,
the  Company did not utilize any of the  available  credit  under the  revolving
credit line. Borrowings were not required during the first nine months primarily
because  the  Company  entered  the year with no  outstanding  debt and has been
successful in managing both inventory levels and accounts  receivable  balances.
As of August 29, 2003, letters of credit totaling $25.3 million were outstanding
for the purchase of inventories.  All letters of credit  generally expire within
one year.






























                                       21


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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  and with the  participation  of the
Company's management,  including the Company's 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 the Exchange Act Rule
13a-15.  Based  upon that  evaluation,  the Chief  Executive  Officer  and Chief
Financial  Officer  concluded  that  the  Company's   disclosure   controls  and
procedures  are  effective  in  timely  alerting  them to  material  information
relating to the Company (including its consolidated subsidiaries) required to be
included in the  Company's  periodic  filings with the  Securities  and Exchange
Commission.

(b) Changes in internal controls.

     During  the third  quarter  of  fiscal  2003,  the  Company  completed  the
conversion to a new software  platform for its general ledger  accounting system
with no interruption of functionality.


































                                      22


<PAGE>



PART II - OTHER INFORMATION


                           THE STRIDE RITE CORPORATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K


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

                None

         (b)    Reports on Form 8-K

                On June 26, 2003, the Company filed a current report on Form 8-K
                (Item 9) with respect to the extension of the Tommy Hilfiger
                footwear licensing agreement.

                On June 26, 2003, the Company filed a current report on Form 8-K
                (Item 9) with respect to its press release announcing the
                Company's financial results for the three and six months ended
                May 31, 2003.

                On July 9, 2003, the Company filed a current report on Form 8-K
                (Item 9) with respect to its press release announcing the
                promotion of Richard T. Thornton to President and Chief
                Operating Officer, the appointment of a new director, James F.
                Orr III, and the appointment of Richie Woodworth as President of
                Tommy Hilfiger Footwear, Inc.

                On September 23, 2003, the Company filed a current report on
                Form 8-K (Item 12) with respect to its press release announcing
                the Company's financial results for the three and nine months
                ended August 29, 2003.




















                                       23


<PAGE>


                           THE STRIDE RITE CORPORATION

                                   SIGNATURES



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



Date:  October 10, 2003             By:  /s/ Frank A. Caruso
       ----------------             --------------------------
                                      Frank A. Caruso
                                      Chief Financial Officer








































                                       24


<PAGE>


I, David M. Chamberlain, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q for the period ending
      August 29, 2003 of The Stride Rite Corporation;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

a.    designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this quarterly report is being
      prepared;
b.    evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the "Evaluation Date"); and
c.    presented in this quarterly report our conclusions about the effectiveness
      of the disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

a.    all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and
b.    any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.


Date:  October 10, 2003                  /s/ David M. Chamberlain
       ----------------                  ---------------------------------------
                                         David M. Chamberlain, Chairman & CEO

                                       25


<PAGE>


I, Frank A. Caruso, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q for the period ending
      August 29, 2003 of The Stride Rite Corporation;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

a.    designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this quarterly report is being
      prepared;
b.    evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the "Evaluation Date"); and
c.    presented in this quarterly report our conclusions about the effectiveness
      of the disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

a.    all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and
b.    any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.


Date:  October 10, 2003                  /s/ Frank A. Caruso
       ----------------                  ---------------------------------------
                                         Frank A. Caruso,
                                         Chief Financial Officer

                                       26