1 of 18 Pages
                                                            Exhibit Index
                                                            Appears on Page 16

                       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 May 30, 1997

            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.)
            of incorporation)

                 191 Spring Street, Lexington, Massachusetts 02173
                (Address of principal executive offices) (Zip Code)

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

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

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

        Preferred Stock Purchase Rights     New York Stock Exchange

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

      Indicate by check mark  whether the  registrant  (1) has filed all reports
required by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  report),  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.
      Yes   X      No

As of July 1, 1997, 48,413,209 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>
                                          May 30,                     May 31,
                                            1997      November 29,      1996
                                        (Unaudited)        1996     (Unaudited)
   Assets

   Current assets:
<S>                                       <C>            <C>          <C>
     Cash and cash equivalents            $ 14,728       $ 57,269     $ 31,834

     Short-term investments                 46,387         34,611       25,615

     Accounts and notes receivable, net     78,140         44,866       72,965

     Inventories:
      Finished goods                        93,267        115,468      104,054
      Work in process                          515            615          857
      Raw materials                          2,387          3,004        2,992
                                            96,169        119,087      107,903

     Deferred income taxes and
      prepaid expenses                      35,968         40,295       44,649

     Total current assets                  271,392        296,128      282,966

   Property and equipment, net              53,563         52,894       59,398

   Other assets                             19,527         15,308       11,401

     Total assets                         $344,482       $364,330     $353,765
</TABLE>




              Theaccompanying  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>

                                       May 30, 1997   November 29,  May 31, 1996
                                        (Unaudited)        1996     (Unaudited)
    Liabilities and Stockholders' Equity

    Current Liabilities:
       Current maturities of
<S>                                        <C>            <C>          <C>
         long-term debt                    $    833       $    833     $    833
       Accounts payable                       8,885         25,488       10,240
       Income taxes payable                  24,518         25,618       24,693
       Accrued expenses and other
         liabilities                         49,770         42,592       38,826
       Total current liabilities             84,006         94,531       74,592

    Deferred income taxes                     8,276          8,275       10,749

    Long-term debt                                -              -          833

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

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

       Capital in excess of par value        22,682         22,778       22,780

       Retained earnings                    322,459        316,142      322,997

       Less cost of 8,533,335 shares of common stock held in treasury (7,279,457
         on November 29, 1996
         and 7,342,147 on May 31, 1996)    (107,178)       (91,633)     (92,423)

       Total stockholders' equity           252,200        261,524      267,591

       Total liabilities and
         stockholders' equity              $344,482       $364,330     $353,765
</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 May 30, 1997 and May 31, 1996
                      (In Thousands Except Per Share Data)
<TABLE>
<CAPTION>

                              Three Months Ended            Six Months Ended
                             May 30,       May 31,        May 30,       May 31,
                              1997          1996           1997          1996
                           ------------  ------------   ------------  ----------

<S>                        <C>            <C>           <C>           <C>
Net sales                  $141,604       $124,185      $273,409      $243,084

Cost of sales                90,341         81,256       176,136       160,402

Selling and
administrative expenses      40,652         38,608        80,364        76,004

Operating income             10,611          4,321        16,909         6,678

Other income(expense):
  Interest income               991            707         1,843         1,469
  Interest expense             ( 50)          (313)          (81)         (628)
  Other, net                   (497)          (527)       (1,181)       (1,310)
                                444           (133)          581          (469)
Income before income
taxes                        11,055          4,188        17,490         6,209

Provision for income
taxes                         3,978          1,176         6,293         1,819

Net income                 $  7,077       $  3,012      $ 11,197     $   4,390

Net income per share       $    .14       $    .06      $    .22     $     .09

Dividends per common
share                      $    .05       $    .05      $    .10      $    .10

Average common shares
and common equivalents
outstanding during
the period                   49,385         49,870        49,798        49,827
</TABLE>



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



                                      4


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)
                           THE STRIDE RITE CORPORATION
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
            For the six months ended May 30, 1997 and May 31, 1996
                               (Dollars in Thousands)
<TABLE>
<CAPTION>

                                                    May 30,1997    May 31,1996
                                                   -------------  -------------
     Cash was provided from (used for) Operations:
<S>                                                     <C>            <C>
       Net income                                       $11,197        $ 4,390
       Adjustments to reconcile to net cash
       provided from (used for)operations:
       Depreciation and amortization                      5,160          5,577
       Deferred income taxes, net                             -            179
       Compensation expense related to executive
         stock plans                                        299            266
       Equity in loss of affiliate                          400            373
       Loss(gain) on disposal of property and               (44)         1,239
         equipment
      Changes in:
         Accounts and notes receivable                  (33,274)       (24,899)
         Inventories                                     22,918         37,595
         Prepaid expenses                                 4,327           (371)
         Accounts payable, income taxes, accrued
           expenses and other current liabilities       (10,436)       (12,572)
       Net cash provided from operations                    547         11,777

     Investments:
       Short-term investments                           (11,776)           596
       Additions to property and equipment               (5,692)        (4,941)
       Proceeds from sales of property and
        equipment                                            49            227
       Distributions and dividends from long-term
        investments                                           -          2,359
       Purchase of noncurrent marketable securities      (2,538)             -
       Increase in other assets                          (2,199)        (1,372)
       Net cash used for investments                    (22,156)        (3,131)

     Financing:
       Proceeds from sale of stock under stock plans        422             13
       Cash dividends paid                               (4,943)        (4,955)
       Repurchase of common stock                       (16,411)           -
       Net cash used for financing                      (20,932)        (4,942)

     Net increase (decrease) in cash and cash
       equivalents                                      (42,541)         3,704
     Cash and cash equivalents at beginning of the
       period                                            57,269         28,130

     Cash and cash equivalents at end of the period     $14,728        $31,834
</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 May 30, 1997 and May 31, 1996
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 period ended May 30, 1997 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.  Certain  reclassifications  have  been made to the 1996
condensed  consolidated  financial  statements  to conform  to the  fiscal  1997
presentation.   Reference  is  made  to  the  Company's  consolidated  financial
statements for the year ended November 29, 1996 for additional information.

                                     NOTE 2

      During the first six months of fiscal 1997,  interest payments amounted to
$85,000  ($553,000  in 1996).  For the first six  months of 1997,  payments  for
income  taxes  totaled  $3,602,000  and in the first  half of fiscal  1996,  the
Company received net refunds of income taxes which amounted to $3,562,000.





















                                         6


<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. Such forward-looking statements are subject to
risks,  uncertainties  and other  factors  which could cause  actual  results to
differ   materially   from  future   results   expressed   or  implied  by  such
forward-looking statements.  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 of 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 second
quarter  and first six months of fiscal  1997 as compared to the results for the
similar periods in fiscal 1996:

Increase (Decrease) Percent vs. 1996 Results:
<TABLE>
<CAPTION>

                                               Second Quarter      Six Months

<S>                                                <C>               <C>
Net sales                                          14.0%             12.5%
Gross profit                                       19.4%             17.6%
Selling and administrative expenses                 5.3%              5.7%
Operating income                                  145.6%            153.2%
Income before income taxes                        164.0%            181.7%
Net income                                        135.0%            155.1%
</TABLE>

Operating Ratios as a Percentage to Net Sales:

<TABLE>
<CAPTION>
                                         Second Quarter       Six Months
                                         1997      1996     1997      1996

<S>                                      <C>      <C>       <C>       <C>
Gross profit                             36.2%    34.6%     35.6%     34.0%
Selling and administrative expenses      28.7%    31.1%     29.4%     31.3%
Operating income                          7.5%     3.5%      6.2%      2.7%
Income before income taxes                7.8%     3.4%      6.4%      2.6%
Net income                                5.0%     2.4%      4.1%      1.8%
</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

Results of Operations (cont'd)

     Net sales in the second  quarter of fiscal  1997  increased  $17.4  million
(14%) from the net sales level achieved in the comparable period of fiscal 1996.
For the first six months of fiscal 1997,  consolidated net sales were above last
year's first half by $30.3 million or 12.5%.  A 16.7%  increase in revenues from
the Company's  wholesale divisions during the first half of fiscal 1997 offset a
7.1%  decline in retail  sales in the  latest  six-month  period.  In the second
quarter of fiscal 1997,  wholesale  division  revenues  increased 19.2% from the
same period of fiscal 1996, while retail sales decreased 7%. With respect to the
wholesale  divisions of the Company,  unit shipments of current line merchandise
during the first half of 1997 were 9.9%  higher  than the  comparable  period in
1996 and average  selling  prices in the first six months of 1997 increased 5.3%
from last year,  primarily due to the mix of sales between the Company's various
branded divisions. The higher sales of current line merchandise during the first
half of 1997  offset a 15.3%  decline  in the  sales of  discontinued  products.
Excluding  the impact of product mix changes,  net sales in the first six months
of 1997 decreased by approximately $0.3 million due to selling price deflation.

     In the second  quarter and first six months of fiscal 1997,  the  increased
revenues of the  Company's  wholesale  businesses  reflected the shipment of the
initial orders of the Tommy  Hilfiger(R)  division.  The Tommy Hilfiger(R) men's
product line,  which is being marketed under a license  agreement with the Tommy
Hilfiger(R)  Licensing,  Inc., was introduced to consumers in leading department
stores and other  specialty  retailers on February 1, 1997.  The Spring  product
line  included  athletic,  sport and casual  collections  for men.  For the Fall
season,  the Tommy Hilfiger(R)  division will introduce outdoor and dress styles
for men and will  deliver an expanded  men's  athletic  product line and a boys'
product line for back-to-school selling. The Company's other wholesale divisions
also  contributed to the higher revenues in the first half of 1997. Sales of the
Stride Rite  Children's  Group to  independent  dealers,  family shoe stores and
department  stores  increased 3% during the second  quarter of 1997 to bring the
six-month  increase to 5% as compared to sales in the same periods of 1996.  The
Sperry  Top-Sider  divisions'  sales during the second quarter of 1997 increased
32% as compared to the same period in fiscal 1996.  For the six-month  period of
1997,  Sperry  Top-Sider  sales were 21% higher than 1996 with a 33% increase in
the sales of current line  merchandise  offsetting a 53% decline in the sales of
discontinued products. During the second quarter of 1997, sales of the Company's
International  division almost doubled, a $6 million increase from 1996. For the
first half of 1997, International division sales

                                      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

were above 1996 by 47% reflecting the introduction of Tommy Hilfiger(R)  product
in Canada and Latin  America and  increased  sales of Sperry  Top-Sider and Keds
products in South  America.  Sales of the Keds division,  the Company's  largest
business  unit,  decreased 7% during the second  quarter of 1997 and declined 9%
for the first six months of 1997 as compared to the same period of fiscal  1996.
In the first half of 1997,  weak  reorders  resulted in a 12%  reduction  in the
sales of the basic Keds Champion(R)  product line. Sales of discontinued  styles
at Keds were also lower in the first half of 1997, down 15% from the same period
of 1996.

     For the first six  months of fiscal  1997,  sales of the  Company's  Retail
division,  which  includes  the  Stride  Rite  children's  booteries  and leased
departments, manufacturers' outlets and the initial stores of the Great Feet(TM)
and Keds retail concepts, decreased 7.1% from 1996 as a lower store count offset
a 2% increase in sales at  comparable  stores.  In the second  quarter of fiscal
1997,  comparable  store sales were up 1.7% from the similar  period in 1996. At
the end of the second quarter of 1997, the Retail division  operated 205 stores,
down 12% from the total of 234 stores open in May 1996.

Gross Profit

     During the first six months of fiscal 1997,  gross profit  increased  $14.6
million,  a gain of 17.6%  compared  to the net sales  increase  of  12.5%.  The
consolidated  gross  profit  percent  in the first  half of 1997  increased  1.6
percentage  points,  finishing at 35.6% in 1997  compared to 34.0% in 1996.  The
gross profit performance also improved in the second quarter of 1997 as compared
to 1996 with the  consolidated  gross profit  percent  improving 1.6  percentage
points in the quarterly  period to 36.2%.  The  increased  sales of current line
merchandise and the lower sales of discontinued styles in the first half of 1997
produced a more  profitable  product mix than in the comparable  period of 1996.
Inventory  obsolescence  charges  and  retail  markdowns  were lower in the 1997
period due to the  Company's  reduced  inventory  levels and a more  disciplined
approach  to  purchasing  seasonal  products.  The  LIFO  provision  also  had a
favorable impact on gross profit comparisons,  with LIFO increasing gross profit
by $0.1 million (less than 0.1% of net sales) in 1997 compared to a reduction of
$2.8 million (1.1% of net sales) in 1996.

     Inefficiencies  in  domestic  manufacturing  operations  reduced  the gross
profit percentage by 0.7% in the first six months of 1997. In February 1997, the
Company  announced  the  closure of its two  children's  footwear  manufacturing
facilities  in  Missouri.  Existing  reserves  and  accruals  are expected to be
sufficient  to  offset  the  employee  severance  and other  nonrecurring  costs
resulting from this decision. The Company expects to incur additional

                                      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

unfavorable  operating  variances during the third quarter of fiscal 1997 as the
final  production at these facilities is completed and the transfer of styles to
lower cost resources in the Far East and Mexico is  accomplished.  The decreased
contribution to consolidated  sales of the Retail  division,  the portion of the
Company with the highest gross profit percentage,  also negatively  impacted the
consolidated gross profit performance in the first half of 1997, as retail sales
accounted  for 14.6% of total  sales in 1997  compared  to 17.7% of sales in the
first six months of 1996.

Operating Costs

     Selling and administrative  expenses in the first six months of fiscal 1997
increased  $4.4  million  or 5.7%  above  the first  half of 1996.  This rate of
increase compares favorably to the overall gain in net sales of 12.5%. Operating
costs as a percentage of sales decreased from last year by 1.9 percentage points
in the first six months (29.4% in 1997 compared to 31.3% in 1996). The operating
cost  comparison  between  the 1997 and 1996  second  quarter  periods  was also
favorable as expenses  increased by only 5.3%  compared to the sales gain of 14%
and the relationship of expenses to net sales declined by 2.4 percentage points.

     Higher advertising spending,  which increased by $1.9 million or 14% in the
first six  months of 1997,  accounted  for a large  portion of the  increase  in
operating expenses.  The additional  advertising costs were primarily related to
the launch of the Tommy Hilfiger(R)  product line and a shift in spending to the
first half of the year at Stride Rite Children's Group and Sperry Top-Sider.  As
a percentage of net sales,  advertising expense represented 5.7% of sales in the
first six months of 1997,  which was slightly  higher than the spending  rate of
5.6% of sales in the comparable period in 1996. Retail store expenses  decreased
7.4%  during  the  first  half of 1997  due to the  closing  of  underperforming
locations over the past year.  Distribution  expenses  decreased 4.6% during the
first six months of 1997 despite the  increased  sales  volume of the  wholesale
business  units  due  to  increased   efficiencies  at  the  Company's  Kentucky
distribution center.  Distribution expenses represented 2.3% of net sales in the
first half of 1997 compared to 2.8% in 1996.

Other Income and Taxes

     Other  income  (expense)  increased  pre-tax  income by $0.6 million in the
first six months of fiscal 1997  compared  to a decrease of $0.5  million in the
first half of fiscal 1996. Interest income increased $0.4 million in 1997 due to
higher levels of short-term investments during the first six months of 1997 than
in the comparable 1996 period.  Interest expense in the first six months of 1997
was lower than 1996, decreasing $0.5 million, as the Company

                                      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

maintained lower borrowing due to reduced inventory levels.  Average  short-term
borrowings in the first six months of 1997 were $1.1 million, down significantly
from the average borrowings of $18.3 million in the comparable period of 1996.

     The  provision  for income  taxes  increased  $4.5 million in the first six
months of fiscal 1997 as compared to the similar period in fiscal 1996 primarily
due to the higher pre-tax  income earned in the 1997 period.  The 1997 effective
income tax rate was also higher,  36% compared to 29.3% in 1996,  due to reduced
tax savings related to a company-owned life insurance program.

Net Income

     Net income for the first six months of fiscal 1997  increased $6.8 million,
up 155 % from the income earned in the 1996 first half.  With the improved gross
profit  performance  and an increase in operating  expenses which was well below
the rate of sales  growth,  the Company's  after-tax  return on net sales in the
first  six  months  improved  by 2.3  percentage  points  (4.1% of sales in 1997
compared to 1.8% in 1996).

Liquidity and Capital Resources

     At May 30, 1997,  the Company's  balance sheet  reflects a current ratio of
3.2 to 1 with no long-term  debt. The Company's cash and short-term  investments
totaled $61.1 million at the end of the latest quarter,  above from the cash and
investments  total of $57.4  million  at the end of the first  half of 1996.  In
1997,   other   assets   also   included   $9.6   million  of   investments   in
intermediate-term,  fixed  income  instruments.  During  the first six months of
1997, the Company's  operations  generated  $0.6 million of cash,  down from the
$11.8  million  operating  cash flow in 1996 as additional  working  capital was
required in the first half of 1997 to support the  increased  sales  levels.  In
addition,   during  the  1997  period,  the  Company  increased  its  short-term
investments by $11.8 million from the 1996 fiscal year-end total.

     At May 30, 1997,  receivable and inventory levels totaled $174.3 million, a
decrease of $6.6 million or 3.6% from the $180.9 million asset amount at the end
of the first half of 1996.  Accounts  receivable  of $78.1 million at the end of
the second  quarter of 1997 was only 7.1% above from 1996  amount,  despite  the
19.2% increase in revenues related to the Company's wholesale  businesses during
the second quarter of 1997.  Inventories  were lower at the end of the first six
months of 1997,  down $11.7 million or 10.8% from the 1996 level,  as additional
inventory associated with the Tommy Hilfiger(R) business was more than offset by
the impact of retail store  closings and a reduction in the  inventory  level of
Keds products.

                                      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

      The Company's  Board of Directors had  previously  authorized a 16 million
share stock repurchase program. During the first six months of 1997, the Company
repurchased  1,327,900  shares of common stock for an aggregate  expenditure  of
$16.4  million in cash.  The latest  transactions  bring the  cumulative  shares
repurchased  under the program to 15,285,400  shares,  or 96% of the  authorized
total,  and the  aggregate  expenditure  amount  under  this  program  to $136.4
million.

      The Company  uses bank lines of credit to fund  seasonal  working  capital
needs. There were no borrowings  outstanding under these arrangements at May 30,
1997 or May 31, 1996.


































                                      12


<PAGE>


PART II - OTHER INFORMATION

                           THE STRIDE RITE CORPORATION

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

      The Annual  Meeting of the  Company's  shareholders  was held on April 23,
1997. The three  Directors  nominated by management were elected by the vote set
forth below:

                                                Votes
                                       ------------------------
          Name of Director             For            Withheld

          Robert L. Seelert            46,241,799     618,631
          Robert C. Siegel             46,193,270     667,160
          Myles J. Slosberg            46,244,961     615,469

The Company's  other  directors,  whose term of office  continues after the 1997
stockholders' meeting, are as follows:

                              Donald R. Gant
                              Margaret A. McKenna
                              Frank R. Mori
                              W. Paul Tippett, Jr.
                              Jeanette S. Wagner

The Company's  shareholders  also ratified the Company's  selection of Coopers &
Lybrand  L.L.P.  as auditors of the Company for the 1997 fiscal year by the vote
set forth below:



                          Votes
          -----------------------------------------------
                For       Against          Abstentions

            46,573,409    145,301            141,720















                                      13


<PAGE>


Part II - OTHER INFORMATION(Continued)

                           THE STRIDE RITE CORPORATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


             (a)    Exhibits               Description of Exhibit
                         Exhibit No.
                              11           Computation of Per Share Earnings
                              27           Financial Data Schedule

             (b)    Reports on Form 8-K
                    The  Company  did not file any  current  reports on Form 8-K
                    during the second  quarter of fiscal  year 1997.  On July 1,
                    1997,  the Company filed a report on Form 8-K describing the
                    adoption of a  replacement  shareholder  rights plan,  under
                    which one preferred share purchase right will be distributed
                    to stockholders of record on July 17, 1997. This shareholder
                    rights  plan  replaces  a  similar  plan  instituted  by the
                    Company's  Board of  Directors in July 1987.  Rights  issued
                    pursuant to the 1987 plan will expire on July 17, 1997.  For
                    additional  information,  reference  is made to the Form 8-K
                    and Form 8-A filed on July 1, 1997,  including  the exhibits
                    thereto.



























                                     14


<PAGE>


                           THE STRIDE RITE CORPORATION

                                   SIGNATURES


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

                                    THE STRIDE RITE CORPORATION
                                            (Registrant)

Date:  July 10, 1997                By:   /s/ John M. Kelliher
                                          John M. Kelliher
                                          Vice President, Finance,
                                          Treasurer, and Corporate Controller


































                                     15


<PAGE>


                           THE STRIDE RITE CORPORATION


                                INDEX TO EXHIBITS



Exhibit No.

                                                      Sequential Page No.
     11      Computation of Per Share Earnings           Page 17 of 18

     27      Financial Data Schedule                        Page 18


































                                     16

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