1 of 13 Pages

------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                  FORM 10-Q
(Mark One)

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

                 For the quarterly period ended March 2, 2001

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

                     For the transition period from to .

                        Commission File Number: 1-4404
                                                ------

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

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

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

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

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

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

Preferred Stock Purchase Rights                          New York Stock Exchange

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

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

          Yes (X)          No ( )
                                 -

As of April 6, 2001,  41,687,584  shares of the registrant's  common stock, $.25
par  value,   and  the   accompanying   Preferred  Stock  Purchase  Rights  were
outstanding.







<PAGE>



PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

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

<TABLE>
<CAPTION>
                                    March 2,                      March 3,
                                      2001       December 1,        2000
                                  (Unaudited)        2000        (Unaudited)
                                  -------------  -------------  --------------

  Assets

  Current Assets:
     Cash and cash
<S>                                     <C>          <C>               <C>
      equivalents                       $3,471       $ 62,976          $3,850

     Accounts and notes
      receivable, net                  115,923         54,375         105,374

     Inventories                        91,940        105,917         106,521

     Deferred income taxes              25,494         25,494          26,303

     Other current assets                4,451          6,365           4,645
                                      --------       --------        --------

     Total current assets              241,279        255,127         246,693

  Property and equipment, net           75,882         76,240          69,594

  Other assets                          21,782         21,106          21,134
                                      --------       --------        --------

     Total assets                     $338,943       $352,473        $337,421
                                      ========       ========        ========

</TABLE>








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


                                      2


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

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

<TABLE>
<CAPTION>
                                    March 2,                         March 3,
                                      2001         December 1          2000
                                  (Unaudited)         2000          (Unaudited)
                                 ---------------  --------------   --------------

  Liabilities and Stockholders' Equity

  Current Liabilities:
<S>                                 <C>              <C>              <C>
     Short-term debt                $10,000          $24,000          $  6,000
     Accounts payable                22,626           32,570            24,402
     Income taxes payable            24,081           18,716            25,933
     Accrued expenses and other
       liabilities                   20,431           21,666            27,717
                                   --------         --------          --------
     Total current liabilities       77,138           96,952            84,052

  Deferred income taxes               5,929            5,929             5,219


  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                         19,898           20,276           20,732

    Retained earnings               377,555          371,821          360,697

     Less cost of 15,264,734
        shares of common stock
        held in treasury
        (15,355,693 on December
        1, 2000 and 13,641,463
        on March 3, 2000)          (155,814)        (156,742)         (147,516)
                                   ---------        ---------         ---------
     Total stockholders' equity     255,876          249,592           248,150
                                   --------         --------          --------

     Total liabilities and
       stockholders' equity        $338,943         $352,473          $337,421
                                   ========         ========          ========
</TABLE>

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

                                      3


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                         THE STRIDE RITE CORPORATION
           CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
            For the periods ended March 2, 2001 and March 3, 2000
                     (In Thousands Except Per Share Data)


<TABLE>
<CAPTION>
                                                 2001             2000
                                            ---------        ---------

<S>                                          <C>              <C>
Net sales                                    $151,093         $151,663

Cost of sales                                  96,169           96,766

Selling and administrative expenses            43,207           43,264
                                            ---------         --------

Operating income                               11,717           11,633

Other income (expense):
   Investment income                            1,560              861
   Interest expense                              (589)            (473)
   Other income (expense), net                   (468)              41
                                            ---------         --------
                                                  503              429
                                            ---------         --------

Income before income taxes                     12,220           12,062

Provision for income taxes                      4,402            4,575
                                            ---------         --------

Net income                                   $  7,818         $  7,487
                                            =========         ========

Net income per common share:
   Diluted                                   $    .19         $    .17
                                            =========         ========
   Basic                                     $    .19         $    .17
                                            =========         ========

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

Average common shares used in per share
   computations:
   Diluted                                     41,946           44,103
                                            =========         ========
   Basic                                       41,649           43,980
                                            =========         ========
</TABLE>







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



                                      4

<PAGE>


                  PART I - FINANCIAL INFORMATION (Continued)

                         THE STRIDE RITE CORPORATION
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
          For               the three  months  ended  March 2, 2001 and March 3,
                            2000 (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                          2001           2000
                                                  --------------   -------------
Cash was provided from (used for):
Operations:
<S>                                                     <C>             <C>
   Net income                                           $ 7,818         $ 7,487
   Adjustments to reconcile to net cash
     provided from (used for) operations:
   Depreciation and amortization                          3,656           2,938
   Compensation expense related to
     stock plans                                             60              60
   Gain related to long-term investments                   (451)              -
   Loss on disposal of property and equipment                42               -
   Changes in:
      Accounts and notes receivable                     (61,548)        (57,896)
      Inventories                                        13,977          14,647
      Other current assets                                1,914             250
      Accounts payable, income taxes, accrued
        expenses and other current liabilities           (5,631)        (12,154)
                                                        --------        --------
      Net cash used for operations                      (40,163)        (44,668)
                                                        --------        --------
Investments:
   Additions to property and equipment                   (3,291)         (5,041)
   Distributions from long-term investments                 451               -
   Decrease in noncurrent marketable
     securities                                             474           1,394
   Increase in other assets                              (1,223)           (856)
                                                        --------        --------
      Net cash used for investments                      (3,589)         (4,503)
                                                        --------        --------
Financing:
   Short-term debt (repayments) borrowings              (14,000)          6,000
   Proceeds from sale of stock under stock plans            327               -
   Cash dividends paid                                   (2,080)         (2,247)
   Repurchase of common stock                                 -          (7,918)
                                                        -------         --------
      Net cash used for financing                       (15,753)         (4,165)
                                                        --------        --------

Net decrease in cash and cash equivalents               (59,505)        (53,336)

Cash and cash equivalents at beginning of the
   period                                                62,976          57,186
                                                        -------         -------

Cash and cash equivalents at end of the period          $ 3,471         $ 3,850
                                                        =======         =======
</TABLE>


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



                                      5


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                         THE STRIDE RITE CORPORATION

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                    NOTE 1

      The  financial  information  included in this Form 10-Q of The Stride Rite
Corporation  (the  "Company")  for the periods  ended March 2, 2001 and March 3,
2000 is  unaudited  and subject to year-end  audit  adjustments.  However,  such
information   includes  all   adjustments   (including   all  normal   recurring
adjustments) which, in the opinion of management, are considered necessary for a
fair presentation of the consolidated  results for those periods. The results of
operations  for the  periods  ended  March  2,  2001 and  March 3,  2000 are not
necessarily indicative of the results of operations that may be expected for the
complete fiscal year. The year-end condensed balance sheet data was derived from
audited financial  statements,  but does not include all disclosures required by
generally accepted accounting principles. The Company filed audited consolidated
financial  statements  for the year  ended  December  1, 2000 on Form 10-K which
included all information and footnotes necessary for such presentation.

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





















                                         6


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                         THE STRIDE RITE CORPORATION

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                    NOTE 2

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

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

<TABLE>
<CAPTION>
                                                      Three Months Ended
                                               ---------------------------------
                                                  March 2,          March 3,
                                                   2001               2000
                                               --------------     --------------

<S>                                                 <C>                <C>
Net income applicable to common shares              $ 7,818            $ 7,487
                                                    =======            =======

Calculation of shares:
  Weighted average number of common shares
    outstanding(basic)                               41,649             43,980

  Common shares  attributable to assumed
   exercise of dilutive stock options and
   stock purchase rights using the treasury
   stock method                                         297                123
                                                    -------            -------

Average common shares and common equivalents
 outstanding during the period (diluted)             41,946             44,103
                                                    =======            =======

Net income per common share (basic)                   $ .19              $ .17
                                                      =====              =====

Net income per common share (diluted)                 $ .19              $ .17
                                                      =====              =====
</TABLE>


      The following  options were not included in the computation of diluted EPS
because the options' exercise price was greater than the average market price of
the common shares:

<TABLE>
<CAPTION>
                                                  First Quarter
                                           ----------------------------
                                                   2001            2000
                                           ------------    ------------

Options to purchase shares of common
<S>                                              <C>             <C>
  Stock (in thousands)                           2,126           3,572

</TABLE>






                                         7


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                         THE STRIDE RITE CORPORATION

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

Certain Factors Affecting Future Operating Results

      This form 10-Q contains  forward-looking  statements within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934. We caution investors that any  forward-looking  statements
presented in this report and presented elsewhere by management from time to time
are based on  management's  beliefs  and  assumptions  made by, and  information
currently   available  to,  management.   When  used,  the  words  "anticipate",
"estimate",  "project",  "should", "expect" and similar expressions are intended
to identify  forward-looking  statements.  Such statements are subject to risks,
uncertainties  and  assumptions  and are not  guarantees of future  performance,
which may be affected by various trends and factors that are beyond our control.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those anticipated,  estimated or projected. Accordingly, past results and trends
should not be used by investors to anticipate future results or trends.  Some of
the key factors that may have a direct  bearing on our results are  presented in
the  Company's  Form 10-K for the fiscal  year ended  December 1, 2000 which was
filed with the Securities and Exchange Commission.

Results of Operations

      The following  table  summarizes the Company's  performance  for the first
quarter of fiscal 2001 as compared to the results for the  comparable  period in
fiscal 2000:

<TABLE>
<CAPTION>
Increase (Decrease) Percent vs. 2000 Results:
                                                                   First Quarter

<S>                                                                <C>
Net sales                                                          (0.4)%
Gross profit                                                          -
Selling and administrative expenses                                (0.1)%
Operating income                                                    0.7%
Income before income taxes                                          1.3%
Net income                                                          4.4%
</TABLE>

<TABLE>
<CAPTION>
Operating Ratios as a Percent to Net Sales:
                                                      First Quarter
                                             --------------------------------
                                                 2001              2000
                                             --------------    --------------

<S>                                                  <C>               <C>
Gross profit                                         36.4%             36.2%
Selling and administrative expenses                  28.6%             28.5%
Operating income                                      7.8%              7.7%
Income before income taxes                            8.1%              8.0%
Net income                                            5.2%              4.9%
</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  2001  decreased  $0.6  million
(0.4%) from the sales level  achieved in the  comparable  period of fiscal 2000.
Revenues related to the Company's wholesale brands decreased 2% during the first
quarter of 2001,  while retail sales during the period  increased  13% from last
year.  During the first quarter of 2001, the wholesale brands of the Company had
unit  shipments of current line  merchandise  which were 2% higher than the 2000
first quarter.  The Company's average selling price decreased by 5% in the first
quarter of 2001,  as compared to 2000.  This price  decrease was  primarily  the
result  of a  greater  percentage  of  children's  products  sold,  as well as a
lower-priced  product  mix in the Keds  brand.  Sales of  discontinued  products
increased  $2.0  million in the first  quarter of fiscal 2001 as compared to the
comparable  period of fiscal 2000 as the Company  continues to aggressively move
out discontinued styles and closely monitor inventory levels.

      Sales of the  Stride  Rite  Children's  Group  increased  11% in the first
quarter  of fiscal  2001 as  compared  to the first  quarter  of 2000.  Sales at
company-owned  retail  stores  increased  13% in the  first  quarter  of 2001 as
compared  to the prior  year,  with most of this  increase  attributable  to the
opening of new stores.  Sales at comparable  company-owned stores increased 0.9%
as compared to the first quarter of fiscal 2000. At the end of the first quarter
of 2001, the Company operated 202 stores, up from the 188 stores open at the end
of the first  quarter of 2000.  Sales of the Tommy  Hilfiger  brand in 2001 were
slightly  lower than the first  quarter of fiscal  2000,  (less than 1%), as the
introduction  of the girls' product line did not quite offset the decline in the
sales of men's and women's  products.  Sales of the Keds business unit decreased
3% during the first  quarter of fiscal  2001,  as  increased  revenues  from the
introduction  of the improved  Keds  Champion  style were unable to offset lower
sales of other product lines.  Keds  continues to have  difficulty in offsetting
the  significant  prior year sales from other core basic programs  including the
"Ready to Wear" product. Sales of Sperry products decreased 21% during the first
quarter of fiscal 2001. This decrease was primarily caused by lower reorders for
their men's boat shoes,  less sell in of canvas  products and not offering a new
high performance boat shoe this year. Sales of the International division in the
first quarter of 2001  increased  $0.5 million or 7% compared to the prior year.
This  increase was largely due to the launch of Keds  products in Mexico and the
improved performance in Central and South America of Tommy Hilfiger footwear.




                                      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)

Gross Profit

      During the first quarter of fiscal 2001, gross profit increased  slightly,
$27 thousand, less than 0.1% as compared to fiscal 2000. This compares favorably
to the net sales  decrease of 0.4% versus the prior years first fiscal  quarter.
The  consolidated  gross  profit  percentage  for the first three months of 2001
improved 0.2 percentage points, to 36.4% in 2001 from 36.2% in 2000. The greater
percentage  of  retail  sales,  which  generally  yield a  higher  gross  profit
percentage, to overall consolidated sales had a favorable impact on gross profit
performance  during the first fiscal  quarter of 2001. The LIFO provision had an
unfavorable  effect on gross  profit  comparisons,  with LIFO  decreasing  gross
profit  by $0.7  million  (0.5% of net  sales)  in 2001  compared  to a  similar
decrease of $0.8 million (0.5% of net sales) in 2000.

Operating Costs

      Selling and  administrative  expenses in the first  quarter of fiscal 2001
decreased  slightly,  0.1% as compared to the first  quarter of 2000.  Operating
costs as a percentage of sales in the first quarter  increased from last year by
0.1 percentage  points (28.6% in 2001 compared to 28.5% in 2000).  Higher retail
store  expenses  in the first  quarter  of fiscal  2001,  mainly  related to the
start-up  for  new  stores,  increased  overall  operating  expenses  by 3.2% as
compared to fiscal 2000.  Advertising  expense  represented 6.0% of net sales in
the first quarter of 2001, which was slightly above the spending rate of 5.9% of
sales in the comparable period in 2000.  Distribution  expenses represented 1.9%
of net sales in the first  quarter  of 2001  compared  to 2.0% in the 2000 first
quarter.

Other Income and Taxes

      Other income  (expense)  increased  pre-tax  income by $0.5 million in the
first quarter of fiscal 2001, slightly greater than the increase of $0.4 million
in the first quarter of fiscal 2000.  Investment income during the first quarter
of 2001 was $0.7  million  higher  than the prior  year due  principally  to the
realization of a gain on a long term  investment.  Interest expense in the first
quarter of 2001 was slightly higher than 2000,  increasing  $0.1 million.  While
average interest rates in the quarter were slightly lower than in 2000,  average
short-term  borrowings  in the first  quarter  of 2001 were $28.7  million,  10%
greater than the average  borrowings  of $26.0  million in the first  quarter of
2000.  The $0.5 million  increase in other  expense is primarily  related to the
accelerated write down of a retail asset.

     The provision for income taxes  decreased $0.2 million in the first quarter
of fiscal 2001 as compared to the similar  period in fiscal 2000.  This decrease
was primarily due to the lower  effective  income tax rate of 36.0% in the first
quarter,  as compared to the 37.9% rate in 2000.  The lower tax rate is based on
the year end  projected  tax rate and also reflects the reduction of certain tax
exposures.



                                      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)

Net Income

      Net income for the first quarter of fiscal 2001 increased $0.3 million, up
4.4% from the  income  earned in the 2000  first  quarter.  The lower  operating
costs,  higher  other  income  and  reduction  in the tax rate were the  primary
factors contributing to the improved earnings. As a result, the Company's return
on net sales  improved  by 0.3  percentage  points in the first  quarter of 2001
(5.2% of sales in 2001 compared to 4.9% in 2000).

Liquidity and Capital Resources

      At March 2, 2001, the Company's  balance sheet reflects a current ratio of
3.1 to 1 with no long-term debt. The Company's cash and cash equivalents totaled
$3.5 million at the end of the latest  quarter,  slightly below the prior year's
cash and  investments  total of $3.9  million.  The Company uses its $75 million
revolving credit  agreement to fund seasonal  working capital needs.  Borrowings
under this line of credit  totaled $10.0  million at March 2, 2001,  higher than
the $6.0 million of short-term debt  outstanding at the end of the first quarter
of 2000.

      The Company's  normal seasonal  shipping and cash flow patterns  typically
require  the use of funds in the first  quarter of the fiscal  year.  During the
first  quarter of fiscal 2001,  the Company  used $40.2  million of cash to fund
operating needs. This negative cash flow amount was lower than the $44.7 million
use of cash to fund operations during the first quarter of fiscal 2000.

      At March 2, 2001,  accounts receivable and inventory levels totaled $207.9
million,  a decrease  of $4.0  million or 1.9%  below the $211.9  million  asset
amount at the end of the first quarter of 2000.  Accounts  receivable at the end
of the first quarter of 2001 increased $10.5 million or 10% from the same period
in 2000,  despite the similar sales level in 2001.  This increase was due mostly
to the timing of wholesale shipments this year versus last year, which was later
in the quarter and thus the payment  not due at quarter  end.  Inventories  were
significantly  lower at the end of the first quarter of 2001, down $14.6 million
or 14% from the 2000 level.  The principal reason for the lower inventory levels
in 2001 was an overall reduction in Keds basics styles compared to last year.

      Additions  to property  and  equipment  totaled  $3.3 million in the first
quarter of 2001 compared to $5.0 million in the 2000 first quarter. The majority
of the capital  expenditure  decrease  related to lower  computer  equipment and
related software  purchases as compared to the year earlier.  During the quarter
the Company did not repurchase any shares of its common stock. At March 2, 2001,
the Company has 2.1 million  shares  remaining on the  repurchase  authorization
voted by the Board of Directors in December 1999.

                                      11


<PAGE>


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


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

                None

         (b)    Reports on Form 8-K

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


































                                      12


<PAGE>


                            THE STRIDE RITE CORPORATION


                                     SIGNATURES


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



Date:  April 13, 2001               By:  /S/ Frank A. Caruso
                                    -------------------------------
                                      Frank A. Caruso
                                      Vice President - Finance and Operations




































                                      13