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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 February 26, 1999

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

                     For the transition period from to .

                         Commission File Number: 1-4404

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

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

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

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

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

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

Preferred Stock Purchase Rights                          New York Stock Exchange

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

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

          Yes (X)          No ( ) 

As of March 31, 1999,  46,411,735 shares of the registrant's  common stock, $.25
par  value,   and  the   accompanying   Preferred  Stock  Purchase  Rights  were
outstanding.




<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

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

<TABLE>
<CAPTION>
                                 February 26,                     February 27,
                                     1999         November 27,        1998
                                  (Unaudited)         1998         (Unaudited)
                                 --------------   --------------  --------------

  Assets

  Current Assets:
<S>                                     <C>             <C>              <C>   
     Cash and cash equivalents          $2,327          $42,427          $3,342

     Short-term investments                  -                -           6,450

     Accounts and notes
       receivable, net                 108,485           56,475          95,199

     Inventories                       125,610          128,472         120,087

     Deferred income taxes              24,758           24,758          29,013

     Other assets                        4,478            6,097           7,044
                                       -------          -------         -------

     Total current assets              265,658          258,229         261,135

  Property and equipment, net           59,433           58,350          54,764

  Other assets                          24,193           18,917          21,184
                                      --------         --------        --------

     Total assets                     $349,284         $335,496        $337,083
                                     ==========       ==========      =========

</TABLE>







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




                                      2


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

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

<TABLE>
<CAPTION>
                                  February 26,                     February 27,
                                      1999        November 27,         1998
                                  (Unaudited)         1998          (Unaudited)
                                 ---------------  --------------   -------------

  Liabilities and Stockholders' Equity

  Current Liabilities:
     Short-term debt                   $13,700               -          $ 4,000
<S>                                     <C>            <C>               <C>   
     Accounts payable                   28,951         $40,951           26,155
     Income taxes payable               22,731          14,130           23,732
     Accrued expenses and other
      liabilities                       29,033          29,646           32,894
                                       --------        --------         -------
     Total current liabilities          94,415          84,727           86,781

  Deferred income taxes                  6,042           6,042            6,504


  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                            21,975           22,063          22,309

    Retained earnings                  341,833          337,943         328,331

     Less cost of 10,541,243 
        shares of common stock 
        held in treasury 
        (10,565,526 on November 
        27, 1998 and 9,679,987
        on February 27, 1998)         (129,218)        (129,516)       (121,079)
                                      ---------        ---------       ---------
     Total stockholders' equity        248,827          244,727         243,798
                                      ---------        ---------       ---------

     Total liabilities and
        stockholders' equity          $349,284         $335,496        $337,083
                                     ==========       ==========      ==========
</TABLE>

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


                                      3


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
        For the periods ended February 26, 1999 and February 27, 1998
                      (In Thousands Except Per Share Data)

<TABLE>

<CAPTION>
                                               1999              1998
                                            ------------     --------------

<S>                                            <C>                <C>     
Net sales                                      $148,184           $128,985

Cost of sales                                    93,677             82,505

Selling and administrative expenses              44,540             39,145
                                              ---------          ---------

Operating income                                  9,967              7,335

Other income (expense):
   Interest income                                  957                930
   Interest expense                                (646)              (386)
   Other, net                                      (365)              (936)
                                               ---------           --------
                                                    (54)              (392)
                                               ---------           --------

Income before income taxes                        9,913              6,943

Provision for income taxes                        3,764              2,542
                                               ---------           --------

Net income                                      $ 6,149            $ 4,401
                                               =========          =========

Net income per common share:
   Diluted                                        $ .13              $ .09
                                                 =======            =======
   Basic                                          $ .13              $ .09
                                                 =======            =======

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

Average shares used in per share computations:
   Diluted                                       46,530             47,569
                                               =========           ========
   Basic                                         46,394             47,289
                                               =========           ========
</TABLE>







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



                                      4

<PAGE>


                  PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
      For         the three months ended February 26, 1999 and February 27, 1998
                  (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                        1999            1998
                                                   --------------  -------------
Cash was provided from (used for) Operations:
<S>                                                     <C>             <C>   
   Net income                                           $6,149          $4,401
   Adjustments to reconcile to net cash
     provided from (used for) operations:
   Depreciation and amortization                         2,499           2,577
   Compensation expense related to executive
     stock plans                                           160              83
   Equity in loss of affiliate                             276               -
   Loss on disposal of property and equipment              908             635
   Changes in:
      Accounts and notes receivable                    (52,010)        (43,491)
      Inventories                                        2,862          14,641
      Other current assets                               1,619          (1,922)
      Accounts payable, income taxes, accrued
        expenses and other current liabilities          (3,956)        (10,777)
                                                       --------        --------
      Net cash used for operations                     (41,493)        (33,853)
                                                       --------        --------
Investments:
   Short-term investments                                    -           2,967
   Additions to property and equipment                  (4,424)         (3,060)
   Decrease (increase) in noncurrent marketable            346          (1,020)
      securities
   Increase in other assets                             (5,965)         (3,356)
                                                       --------        --------
      Net cash used for investments                    (10,043)         (4,469)
                                                       --------        --------
Financing:
   Proceeds from sale of stock under stock plans            55             725
   Cash dividends paid                                  (2,319)         (2,363)
   Repurchase of common stock                                -          (2,361)
   Short-term debt                                      13,700           4,000
                                                       --------        --------
      Net cash provided from financing                  11,436               1
                                                       --------        --------

Net decrease in cash and cash equivalents              (40,100)        (38,321)

Cash and cash equivalents at beginning of the
period                                                  42,427          41,663
                                                       --------        --------

Cash and cash equivalents at end of the period         $ 2,327         $ 3,342
                                                      =========       =========
</TABLE>


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


                                      5


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                     NOTE 1

      The  financial  information  included in this Form 10-Q of The Stride Rite
Corporation (the "Company") for the periods ended February 26, 1999 and February
27, 1998 is unaudited and subject to year-end audit adjustments.  However,  such
information   includes  all   adjustments   (including   all  normal   recurring
adjustments) which, in the opinion of management, are considered necessary for a
fair presentation of the consolidated  results for those periods. The results of
operations for the periods ended February 26, 1999 and February 27, 1998 are not
necessarily indicative of the results of operations that may be expected for the
complete fiscal year. The year-end condensed balance sheet data was derived from
audited financial  statements,  but does not include all disclosures required by
generally accepted accounting principles. The Company filed audited consolidated
financial  statements  for the year ended  November  27, 1998 on Form 10-K which
included all information and footnotes necessary for such presentation.

      The Company's  preparation  of financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amount of assets and liabilities and
disclosure of contingency  assets and  liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during the reported
periods.  The most significant  estimates included in these financial statements
include valuation allowances and reserves for accounts receivable, inventory and
income taxes. Actual results could differ from those estimates.

                                     NOTE 2

      Interest payments amounted to $646,000 in the first quarter of fiscal 1999
($386,000  in 1998).  For the first  three  months of fiscal  1999,  the Company
received a net refund of income  taxes  amounting to $4.8 million as compared to
income tax payments of $255,000 during the first three months of fiscal 1998.

                                     NOTE 3

      Effective  November 28, 1998, the Company elected to adopt AICPA Statement
of Position 98-1,  "Accounting for the Costs of Computer  Software  Developed or
Obtained for Internal Use" (SOP 98-1). SOP 98-1 requires the  capitalization  of
certain costs, including internal payroll costs, incurred in connection with the
development  or  acquisition  of software for internal use. The adoption of this
standard  resulted in an increase  in net  earnings of $216,000  for the quarter
ended  February 26, 1999. No  restatement  of prior years results was allowed or
required by the new accounting standard.

                                         6


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                     NOTE 4

      The Company  computes  basic and diluted  earnings per share in accordance
with Statement of Financial  Accounting  Standards No. 128, "Earnings per Share"
("SFAS 128").  The following  table  reconciles the numerator and denominator of
the basic and diluted  earnings per share  computations  shown on the  Condensed
Consolidated Statements of Income.

<TABLE>
<CAPTION>
(in thousands, Except per share date)                 For the First Quarter
                                                      1999              1998
Basic EPS
  Numerator:
<S>                                                 <C>               <C>   
   Net income                                       $6,149            $4,401
  Denominator:
   Weighted common shares outstanding               46,394            47,289
  Basic EPS                                           $.13              $.09

Diluted EPS
  Numerator:
   Net income                                       $6,149            $4,401
  Denominator:
   Weighted common shares outstanding               46,394            47,289
   Weighted common stock equivalents                   136               280
                                              -------------      ------------
                                                    46,530            47,569
Diluted EPS                                           $.13              $.09
</TABLE>

Options to purchase  2,591,449  weighted  shares of common stock  outstanding at
February 26, 1999 were excluded  from the  calculation  of diluted  earnings per
share  because  their  inclusion  would be  anti-dilutive.  Options to  purchase
705,875  weighted shares of common stock  outstanding at February 27, 1998, were
excluded from the calculation of diluted earnings per share because the exercise
prices of those  options  exceeded the average  market price of common stock for
the three-month period ended February 27, 1998.













                                         7


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

      Certain  statements   contained  in  this  Item  2  are   "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995 and are thus  prospective.  The words  "expect",  "estimate",  and other
similar  expressions  which do not relate solely to historical  matters identify
forward-looking   statements.   Undue   reliance   should   not  be   placed  on
forward-looking  statements  because  they involve  known and unknown  risks and
uncertainties   which  may  cause  actual  results  to  differ  materially  from
anticipated,  projected  or implied  future  results.  Readers  are  referred to
Exhibit 99 to the Company's  Quarterly Report on Form 10-Q for the fiscal period
ended  March 1, 1996 for a  discussion  of certain  such  factors.  The  Company
disclaims any obligation to update such forward-looking statements.

Results of Operations

      The following  table  summarizes the Company's  performance  for the first
quarter of fiscal 1999 as compared to the results for the  comparable  period in
fiscal 1998:

Increase (Decrease) Percent vs. 1998 Results:
<TABLE>
<CAPTION>
                                                       First Quarter

<S>                                                           <C>  
Net sales                                                     14.9%
Gross profit                                                  17.3%
Selling and administrative expenses                           13.8%
Operating income                                              35.9%
Income before income taxes                                    42.8%
Net income                                                    39.7%
</TABLE>

Operating Ratios as a Percent to Net Sales:
<TABLE>
<CAPTION>
                                                      First Quarter
                                             --------------------------------
                                                 1999              1998
                                             --------------    --------------

<S>                                                  <C>               <C>  
Gross profit                                         36.8%             36.0%
Selling and administrative expenses                  30.1%             30.3%
Operating income                                      6.7%              5.7%
Income before income taxes                            6.7%              5.4%
Net income                                            4.1%              3.4%
</TABLE>







                                      8


<PAGE>



PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

Net Sales

      Net sales in the first  quarter of fiscal  1999  increased  $19.2  million
(14.9%) from the sales level achieved in the  comparable  period of fiscal 1998.
Revenues related to the Company's  wholesale  divisions increased 16% during the
first  quarter of 1999,  while retail sales during the period  increased 9% from
last year. The wholesale  divisions of the Company had unit shipments of current
line merchandise  during the first quarter of 1999 which were 8% higher than the
1998 first quarter.  The Company's  average selling price was also higher in the
first  quarter  of 1999,  increasing  7% from  1998.  This  price  increase  was
primarily the result of a higher-priced product mix in the Keds division.  Sales
of  discontinued  products  increased 19% in the first quarter of fiscal 1999 as
compared  to the  comparable  period of fiscal  1998.  Excluding  the  impact of
product  mix  changes,  net  sales in the first  quarter  of 1999  decreased  by
approximately $1.6 million due to selling price deflation.

      In the first  quarter of fiscal 1999,  each  domestic  wholesale  business
experienced increased sales as compared to the 1998 first quarter.  Sales of the
Keds division,  the Company's  largest  business unit,  increased 11% during the
first  quarter of 1999,  with sales of women's  products up 9% and sales of Keds
children's line above last year by 40%. In the women's product  category,  sales
of Keds'  new  basics  offerings,  the Ready to  Wear(TM)  and  Relaxed  Fit(TM)
collections, offset the lower sales of the Champion(R) style, which declined 44%
in the first quarter of 1999 as compared to last year.  Sales of the Stride Rite
Children's  Group in the first quarter of 1999 increased 5% compared to the same
period in 1998, the result of an 8.4% retail sales increase at comparable stores
combined with a 3% increase in sales to independent  accounts. At the end of the
first quarter of 1999, the Company operated 195 stores, up slightly from the 191
stores  open at the end of the  first  quarter  in  1998.  Sales  of the  Sperry
Top-Sider  division  increased  11% in the quarter,  as the brand's dress casual
collection  and new  Hydroactive(TM)  athletic  styles  benefited from favorable
shipping trends and reduced order cancellations.  Sales of the Tommy Hilfiger(R)
brand in 1999 were 75% above the first  quarter of fiscal 1998,  as the division
delivered its first Spring product line for women. The introduction of the Tommy
women's line offset lower revenues from the Tommy Hilfiger men's product line.






                                      9


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

      Sales of the Company's International division in the first quarter of 1999
decreased  5%  compared to the prior year,  as the Company  continued  to change
business relationships to emphasize royalty arrangements

Gross Profit

      During  the first  quarter  of fiscal  1999,  gross  profit  increased  $8
million,  or  17.3%,  as  compared  to the net  sales  increase  of  14.9%.  The
consolidated  gross  profit  percentage  for  the  first  three  months  of 1999
increased  0.8  percentage  points,  to 36.8% in 1999  from  36.0% in 1998.  The
increase was due primarily to reduction in inventory  obsolescence charges. This
improvement was especially  evident in the Tommy Hilfiger  business unit. In the
prior year, the Tommy  Hilfiger sales slowdown and generally weak  conditions in
the  athletic   footwear   sector   resulted  in   significant   retailer  order
cancellations and related inventory  obsolescence  charges.  The Company's gross
profit performance in the first quarter of 1998 was also negatively  affected by
$0.8 million in start-up costs related to new licensed  product lines which were
introduced in the second half of the year. The LIFO provision had an unfavorable
effect on gross profit  comparisons,  with LIFO decreasing  gross profit by $0.6
million  (0.4% of net sales) in 1999  compared to an  increase  of $0.7  million
(0.5% of net sales) in 1998. In 1998, the Company  recorded LIFO benefits due to
the reduction of certain domestically  manufactured inventory quantities,  which
were valued at lower costs.

Operating Costs

      Selling and  administrative  expenses in the first  quarter of fiscal 1999
increased $5.4 million or 13.8% from $39.1 million in the first quarter of 1998.
This rate of increase  was slightly  below the overall  increase in net sales of
14.9%.  Operating costs as a percentage of sales decreased from last year by 0.2
percentage  points in the first  quarter  (30.1%  in 1999  compared  to 30.3% in
1998). Advertising expense represented 6.8% of net sales in the first quarter of
1999,  which was consistent  with the spending rate in the comparable  period in
1998.  Distribution  expenses represented 2.3% of net sales in the first quarter
of 1999  compared to 1.9% in the 1998 first  quarter.  This  increased  level of
distribution  costs was  primarily  the result of the decision to outsource  the
distribution of certain products in 1999 due to shipment capacity constraints at
our  warehouses.  In addition,  increased  spending in  information  technology,
primarily related to the cost of achieving Year 2000 (Y2K) compliance,  resulted
in additional  costs of $1.1 million  compared to 1998.  Operating  costs in the
first quarter of 1998 included



                                      10


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

$1.4 million of product  development and other selling and administrative  costs
related  to the  Levi's(R),  Tommy  Hilfiger(R)  women's  and Nine West  Kids(R)
licenses which generated revenues starting in the second half of 1998.

Other Income and Taxes

      Other income  (expense)  decreased  pre-tax  income by $0.1 million in the
first quarter of fiscal 1999 compared to a decrease of $0.4 million in the first
quarter of fiscal 1998.  Interest  income  during the first  quarter of 1999 was
slightly above the prior year. Interest expense in the first quarter of 1999 was
higher than 1998,  increasing  $0.3 million due to higher  borrowings  caused by
expenditures  related to the Company's share repurchase  program during the last
nine months of 1998 and increased  working  capital levels.  Average  short-term
borrowings  in the first quarter of 1999 were $43.3  million,  above the average
borrowings of $24.1 million in the first quarter of 1998.

      The provision for income taxes increased $1.2 million in the first quarter
of fiscal 1999 as compared to the similar period in fiscal 1998 primarily due to
the higher  pre-tax income earned in the period.  The 1999 effective  income tax
rate was also higher, 38.0% compared to 36.6% in 1998, due mostly to the reduced
tax savings related to a company-owned life insurance program.

Net Income

      Net income for the first quarter of fiscal 1999 increased $1.7 million, up
39.7% from the income earned in the 1998 first quarter.  The increased net sales
and improved gross profit  performance were the primary factors  contributing to
the improved  earnings.  As a result, the Company's return on net sales improved
by 0.7  percentage  points in the first  quarter  of 1999 (4.1% of sales in 1999
compared to 3.4% in 1998).

Liquidity and Capital Resources

      At February 26, 1999, the Company's balance sheet reflects a current ratio
of  2.8  to 1  with  no  long-term  debt.  The  Company's  cash  and  short-term
investments  totaled  $2.3 million at the end of the latest  quarter,  below the
prior year's cash and  investments  total of $9.8  million.  This lower cash and
short-term  investment  balance was  principally  the result of cash used in the
Company's  share  repurchase  program during 1998 and increased  working capital
needs during the first quarter of fiscal 1999 to support the higher sales




                                      11


<PAGE>



PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

level.  The Company uses bank lines of credit to fund seasonal  working  capital
needs.  Borrowings under these lines of credit totaled $13.7 million at February
26, 1999,  higher than the $4 million of short-term debt  outstanding at the end
of the first quarter of 1998.

      The Company's  normal seasonal  shipping and cash flow patterns  generally
require  the use of funds in the first  quarter of the fiscal  year.  During the
first  quarter of fiscal 1999,  the Company  used $41.5  million of cash to fund
operating  needs.  This  negative  cash flow  amount was  higher  than the $33.9
million use of cash to fund operations during the first quarter of fiscal 1998.

      At February 26, 1999,  accounts  receivable  and inventory  levels totaled
$234.1  million,  an increase of $18.8 million or 8.7% above the $215.3  million
asset amount at the end of the first quarter of 1998. Accounts receivable at the
end of the first quarter of 1999  increased  $13.3 million from 1998.  The first
quarter 1999 receivable  amount  increased 14% compared to the prior year, below
the wholesale  businesses'  sales  increase of 16% in the first quarter of 1999.
Inventories were higher at the end of the first quarter of 1999, up $5.5 million
or 4.6% from the 1998 level, as additional  inventory  associated with Keds "new
basics" product lines offset an inventory reduction at Tommy Hilfiger(R).

      Additions  to property  and  equipment  totaled  $4.4 million in the first
quarter of 1999  compared  to $3.1  million in the 1998 first  quarter.  A large
portion of the Company's  capital  expenditures over the next year will continue
to be related to  information  systems in order to upgrade  capabilities  and to
prepare for the Year 2000 transition.

Other Matters

      During the quarter, the Company continued its efforts to minimize the risk
of disruption from the "Year 2000 (`Y2K')  problem." This problem is a result of
computer  programs  having been written  using two digits  (rather than four) to
define the  applicable  year.  The  Company's  overall  plan to address  the Y2K
problem is described  more fully in its 1998 Annual Report on Form 10-K, and the
following is an update of the information included therein.






                                      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 (Continued)

      Information Technology ("IT") Systems:

      Remediation  efforts (including testing and certification)  continued with
respect to the Company's  previously  identified  "critical" and  "important" IT
business systems during the first quarter of fiscal 1999. The Company  continues
to expect that the bulk of these  systems  will be tested and  certified  as Y2K
compliant  by June  1999  although  testing  of a small  number of  critical  or
important business systems may not be completed until September 1999.

      Non-IT and Partner Systems:

      During the first quarter of 1999,  the Company  continued its inventory of
third party and internal embedded, or "non-IT" systems.  Company representatives
continued to meet with significant business partners to ensure that equipment is
Y2K  compliant.  The  Company  expects  to have  compiled  detailed  information
regarding all of its significant  business partners by June 1999. In appropriate
cases,  the Company  will be relying  upon  vendors'  testing and  certification
documents  to validate  that the related  systems are Y2K  compliant.  Where the
Company  does not have  adequate  assurance  that  remediation  efforts by third
parties  are on  schedule,  contingency  plans are being  developed  to minimize
potential  disruption  from  embedded  system  failures.   These  plans  include
avoidance  of those  partners  who may  present an  unacceptable  level of risk.
Validation efforts are expected to continue through September 1999.

      Contingency Planning:

      Contingency  planning  is  being  developed  on a case by case  basis  and
include  encouraging   customers  to  place  orders  before  potential  business
disruptions,  manual intervention of processes or finding alternative suppliers.
There  are,   however,   many  variables  and   uncertainties   surrounding  the
effectiveness  of  contingency  planning.  Thus,  there is no certainty that the
Company's  contingency plans will be adequate to mitigate the materially adverse
effect related to a large scale Y2K failure.

      Costs:

      Total anticipated expenditures related to the Y2K project remain on target
at approximately $24 million,  of which approximately $19 million is expected to
be  capitalized.  Total Y2K project costs  expended  during the first quarter of
1999 amounted to approximately $2.1 million.


                                      13


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PART II - OTHER INFORMATION
ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K


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

                Exhibit No.            Description of Exhibit

                11                     Computation of Per Share Earnings
                27                     Financial Data Schedule

         (b)    Reports on Form 8-K

                There were no reports  filed on Form 8-K during the most  recent
                quarterly period.



































                                      14


<PAGE>


                           THE STRIDE RITE CORPORATION


                                   SIGNATURES


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



Date:  April 9, 1999                By:  /S/ John M. Kelliher  
                                    ---------------------------
                                      John M. Kelliher
                                      Chief Financial Officer































                                      15


<PAGE>



                           THE STRIDE RITE CORPORATION

                                INDEX TO EXHIBITS




    Exhibit                                            Sequential Page No.
       No.

       11      Computation of Per Share Earnings             17 of 18
       27      Financial Data Schedule                       18 of 18





































                                      16


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