--------------------------------------------------------------------------------
                       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 27, 2004

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

                     For the transition period from to .

                       Commission File Number: 1-4404

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

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

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

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

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

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

Preferred Stock Purchase Rights                          New York Stock Exchange

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

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

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

          Yes(X)          No ( )
                                -
As of April 2, 2004, 39,068,243 shares of the Registrant's common stock, $.25
par value, and the accompanying Preferred Stock Purchase Rights were
outstanding.


<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

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


<CAPTION>
                                   February 27,                     February 28,
                                       2004         November 28,        2003
                                   (Unaudited)           2003        (Unaudited)
                                  ---------------   --------------  ------------
  Assets

  Current Assets:
     Cash and cash
<S>                                    <C>             <C>              <C>
       equivalents                     $67,833         $103,272         $31,719

     Accounts and notes
       receivable, net                  88,487           51,058          98,376

     Inventories                        83,355           81,925          88,177

     Deferred income taxes              14,393           14,393          20,588

     Other current assets               15,438           19,452           5,121
                                      --------         --------        --------

     Total current assets              269,506          270,100         243,981

  Property and equipment, net           59,373           60,802          67,108

  Other assets                          14,266           14,315          15,389
                                      --------         --------        --------

     Total assets                     $343,145         $345,217        $326,478
                                      ========         ========        ========

</TABLE>
















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


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

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

<CAPTION>
                                  February 27,                     February 28,
                                      2004        November 28,         2003
                                  (Unaudited)         2003         (Unaudited)
                                ---------------  --------------   --------------

  Liabilities and Stockholders' Equity

  Current Liabilities:
<S>                                  <C>              <C>              <C>
     Accounts payable                $13,215          $23,887          $15,314
     Income taxes payable             20,305           16,815           19,778
     Accrued expenses and other
       liabilities                    22,178           23,273           20,268
                                     -------         --------          -------
     Total current liabilities        55,698           63,975           55,360

  Deferred income taxes                  381              381              531
  Pension obligation                  13,145           13,145           11,677

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

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

     Capital in excess of par
       value                          16,143           16,825           17,796

    Retained earnings                421,496          415,988          405,224
    Accumulated other
        comprehensive loss            (7,800)          (7,798)          (7,096)
     Less cost of 17,451,388
        shares of common stock
        held in treasury
        (17,607,304 on November
        28, 2003 and 17,636,127
        on February 28, 2003)       (170,155)        (171,536)        (171,251)
                                   ---------         --------         --------
     Total stockholders' equity      273,921          267,716          258,910
                                   ---------         --------         --------

     Total liabilities and
       stockholders' equity         $343,145         $345,217         $326,478
                                   =========         ========         ========
</TABLE>



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


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                          THE STRIDE RITE CORPORATION
<TABLE>
            CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
      For the three months ended February 27, 2004 and February 28, 2003
                      (In Thousands, Except Per Share Data)

<CAPTION>
                                                2004            2003
                                             ------------    ------------
<S>                                          <C>              <C>
Net sales                                    $136,134         $152,322

Cost of sales                                  83,121           94,281
                                             --------        ---------

Gross profit                                   53,013           58,041

Selling and administrative expenses            41,340           44,376
                                             --------        ---------

Operating income                               11,673           13,665


Investment income                                 571              683
Interest expense                                  (74)             (70)
Other expense, net                                (78)            (163)
                                             ---------       ---------


Income before income taxes                     12,092           14,115

Provision for income taxes                      4,608            5,294
                                             --------        ---------

Net income                                   $  7,484         $  8,821
                                             ========        =========

Net income per common share:
   Diluted                                   $    .19         $    .22
                                             ========        =========
   Basic                                     $    .19         $    .22
                                             ========        =========

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

Average common shares used in per share
   computations:
   Diluted                                     40,325           39,838
                                             ========        =========
   Basic                                       39,420           39,425
                                             ========        =========
</TABLE>







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



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                          THE STRIDE RITE CORPORATION
<TABLE>
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
       For the three months ended February 27, 2004 and February 28, 2003
                            (Dollars in Thousands)

<CAPTION>
                                                        2004             2003
                                                  --------------   -------------
Cash flows from operating activities:
<S>                                                    <C>               <C>
   Net income                                          $7,484            $8,821
   Adjustments to reconcile net income to net
      cash used for operations:
   Depreciation and amortization                        3,227             3,654
   Gain related to long-term investments                    -              (321)
   Loss on disposals of property and equipment             34                39
   Changes in:
      Accounts and notes receivable                   (37,429)          (50,301)
      Inventories                                      (1,430)           10,036
      Other current assets                              5,014             8,492
      Other current liabilities                        (8,269)          (13,953)
      Other long-term assets                               49            (2,475)
   Contribution to pension plan                        (1,000)                -
                                                      --------          -------
      Net cash used in operating activities           (32,320)          (36,008)
                                                      --------          --------

Cash flows from investing activities:
   Additions to property and equipment                 (1,832)           (2,510)
   Distributions from long-term investments                 -               321
                                                      -------           -------
      Net cash used in investing activities            (1,832)           (2,189)
                                                      --------          --------

Cash flows from financing activities:
   Proceeds from sale of stock under stock plans        1,810               457
   Cash dividends paid                                 (1,967)           (1,976)
   Repurchase of common stock                          (1,130)           (1,670)
                                                      --------          --------
      Net cash used in financing activities            (1,287)           (3,189)
                                                      --------          --------

Net decrease in cash and cash equivalents             (35,439)          (41,386)

Cash and cash equivalents at beginning of the
   period                                             103,272            73,105
                                                      -------           -------

Cash and cash equivalents at end of the period        $67,833           $31,719
                                                      =======           =======
</TABLE>




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



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                                THE STRIDE RITE CORPORATION
                    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -   Summary of Significant Accounting Policies

Basis of Presentation

     The  financial  information  included  in this Form 10-Q of The Stride Rite
Corporation (the "Company") for the periods ended February 27, 2004 and February
28, 2003 is  unaudited,  however,  such  information  includes  all  adjustments
(including  all  normal  recurring   adjustments)   which,  in  the  opinion  of
management, are considered necessary for a fair presentation of the consolidated
results for those  periods.  The  results of  operations  for the periods  ended
February 27, 2004 and February 28, 2003 are not  necessarily  indicative  of the
results of  operations  that may be expected for the complete  fiscal year.  The
year-end  condensed  balance  sheet  data was  derived  from  audited  financial
statements,  but does not include all disclosures required by generally accepted
accounting  principles.  The  Company  filed with the  Securities  and  Exchange
Commission audited consolidated financial statements for the year ended November
28, 2003 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  amounts of assets and liabilities and
disclosure of contingent  assets and  liabilities  at the dates of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
respective periods.  The most significant  estimates included in these financial
statements  include valuation  allowances and reserves for accounts  receivable,
sales  returns  allowances,  markdowns  (which reduce  revenues),  inventory and
income taxes;  assumptions  related to the defined  benefit  pension  plan;  and
estimates of future  undiscounted  cash flows on property and equipment that may
be impaired. Actual results could differ from those estimates.

Stock Purchase and Option Plans

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



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

                    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     At February 27, 2004, the Company had three stock-based compensation plans,
which  are  described  more  fully  in  Note  10 to the  Company's  consolidated
financial statements for the fiscal year ended November 28, 2003 as contained on
Form 10-K.  The  Company  accounts  for these plans  under the  recognition  and
measurement  principles of APB Opinion No. 25,  "Accounting  for Stock Issued to
Employees", and related interpretations. The following table provides the effect
on net income and earnings  per share if the Company had applied the  fair-value
recognition provisions of SFAS No. 148, to stock-based compensation.


<TABLE>
                                              Three Months Ended
                                  --------------------------------------------
<CAPTION>
                                     February 27,            February 28,
                                         2004                    2003
                                  --------------------    --------------------
                                   (In thousands, except for per share data)

<S>                                      <C>                     <C>
Net income, as reported                  $7,484                  $8,821

Add:  Stock based employee
compensation expense included in
net income, net of related tax
effects                                       -                       9

Deduct:  Total stock based
employee compensation expense
determined under fair value
based method for all awards, net
of related tax effects                    (505)                   (315)
                                        -------                 -------

Pro forma net income                     $6,979                  $8,515
                                         ======                  ======

Earnings per share:
   Basic - as reported                   $  .19                  $  .22
                                         ======                  ======
   Basic - pro forma                     $  .18                  $  .22
                                         ======                  ======

   Diluted - as reported                 $  .19                  $  .22
                                         ======                  ======
   Diluted - pro forma                   $  .17                  $  .21
                                         ======                  ======
</TABLE>



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                        THE STRIDE RITE CORPORATION

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 2 - Earnings Per Share

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

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

<TABLE>
                                                    Three Months Ended
                                            ------------------------------------
<CAPTION>
                                               February 27,        February 28,
                                                   2004                2003
                                            -----------------     --------------
                                           (In thousands, except per share data)

<S>                                                 <C>                <C>
Net income                                          $ 7,484            $ 8,821
                                                    =======            =======

Calculation of shares:
Weighted average common shares
outstanding (basic)                                  39,420             39,425

Dilutive effect of stock options                        905                413
                                                    -------            -------

Weighted average common shares outstanding
(diluted)                                            40,325             39,838
                                                    =======            =======

Net income per common share (basic)                   $ .19              $ .22
                                                      =====              =====

Net income per common share (diluted)                 $ .19              $ .22
                                                      =====              =====
</TABLE>


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

<TABLE>
                                                  First Quarter
                                           ----------------------------
<CAPTION>
                                                  2004            2003
                                           ------------    ------------
                                                 (In thousands)
Options to purchase shares of common
<S>                                                <C>           <C>
  stock                                            200           1,599
</TABLE>



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                         THE STRIDE RITE CORPORATION

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 3 - Comprehensive Income

<TABLE>
Comprehensive income is as follows:

<CAPTION>
                                                       Three Months Ended
                                                ---------------------------------
                                                February 27,       February 28,
                                                    2004               2003
                                               --------------     --------------
                                                         (In thousands)

<S>                                                <C>                 <C>
Net income                                         $ 7,484             $ 8,821

Other comprehensive income(loss):
Foreign currency translation adjustments                (2)                150
                                                  --------             -------

Total comprehensive income                         $ 7,482             $ 8,971
                                                   =======             =======
</TABLE>



<TABLE>
Components of accumulated other comprehensive loss consist of the following:

<CAPTION>
                                  February 27,     November 28,     February 28,
                                      2004             2003             2003
                                 ---------------  ----------------  ------------
                                                  (In thousands)
Foreign currency  translation
<S>                                 <C>               <C>              <C>
adjustments                         $ (219)           $ (217)          $ (375)
Minimum pension liability
   adjustments, net of taxes         (7,581)           (7,581)         (6,721)
                                    --------          --------         --------
Accumulated other
comprehensive loss                  $(7,800)          $(7,798)        $(7,096)
                                    ========          ========        ========
</TABLE>



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                        THE STRIDE RITE CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 4 - Intangible Assets and Goodwill

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

<TABLE>
                               Intangible assets not subject to amortization
                               ------------------------------------------------
<CAPTION>
                                                  Trademark
                                  Goodwill         Rights           Total
-------------------------------------------------------------------------------
February 27, 2004                              (In thousands)
<S>                               <C>             <C>             <C>
  Gross carrying amount           $3,068          $2,980          $6,048
  Accumulated amortization       $(2,160)        $(1,290)        $(3,450)
November 28, 2003
  Gross carrying amount           $3,068          $2,980          $6,048
  Accumulated amortization       $(2,160)        $(1,290)        $(3,450)
February 28, 2003
  Gross carrying amount           $3,073          $2,980          $6,053
  Accumulated amortization       $(2,165)        $(1,290)        $(3,455)
</TABLE>


Note 5 - Benefit Plans

     During the first  quarter of fiscal 2004,  the Company  adopted the interim
disclosure  provisions of SFAS No.  132(revised  2003),  "Employers'  Disclosure
about  Pensions  and  Other  Postretirement   Benefits,  an  Amendment  of  FASB
Statements  No. 87, 88 and 106 and a Revision of FASB  Statement  No. 132." This
statement  revises   employers'   disclosures  about  pension  plans  and  other
post-retirement benefit plans.

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

<TABLE>
                                                      Three Months Ended
                                              ----------------------------------
<CAPTION>
                                                    2004               2003
                                              ----------------   ---------------
                                                        (In thousands)
<S>                                                  <C>               <C>
Service cost                                         $438              $303
Interest cost                                         930               763
Expected return on assets                           (998)             (704)
Net loss recognized                                   375               322
Amortization of prior service cost                      5                 6
                                                     ----              ----
Net periodic benefit cost                            $750              $690
                                                     ====              ====
</TABLE>


     During the first  quarter of fiscal  2004,  the  Company  contributed  $1.0
million to the Company's defined benefit pension plan. At this time, the Company
does not plan to make any further  contributions  to its defined benefit pension
plan during fiscal year 2004. The Company made no contributions during the first
quarter of fiscal 2003.


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                         THE STRIDE RITE CORPORATION

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

Overview
--------

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

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

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


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

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

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

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

     The Company  discussed a number of significant  trends and specific factors
affecting  the footwear  industry in general and our business in  particular  in
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations",  Item 7 of our Annual Report on Form 10-K for the fiscal year 2003.
Those trends and factors  continue to be relevant to the  Company's  performance
and financial condition.

Critical Accounting Estimates
-----------------------------

     The  preparation  of  financial   statements  and  related  disclosures  in
conformity with accounting  principles  generally  accepted in the United States
requires management to make judgments, assumptions and estimates that affect the
amounts  reported.  Please  refer  to  the  discussion  of  critical  accounting
estimates in the Company's Annual Report on Form 10--K for the fiscal year ended
November 28, 2003 for additional information.




<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

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

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

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

     The following  table  summarizes  the Company's  performance  for the first
quarter of fiscal  2004 as compared to the results for the same period in fiscal
2003:

<TABLE>
Decrease Percent vs. 2003 Results:
----------------------------------
<CAPTION>
                                                                First Quarter
                                                                -------------
<S>                                                                <C>
Net sales                                                          (10.6)%
Gross profit                                                        (8.7)%
Selling and administrative expenses                                 (6.8)%
Operating income                                                   (14.6)%
Income before income taxes                                         (14.3)%
Net income                                                         (15.2)%
</TABLE>

<TABLE>
Operating Ratios as a Percent of Net Sales:
-------------------------------------------
<CAPTION>
                                                      First Quarter
                                             --------------------------------
                                                 2004              2003
                                             --------------    --------------

<S>                                              <C>               <C>
Gross profit                                     38.9%             38.1%
Selling and administrative expenses              30.4%             29.1%
Operating income                                  8.6%              9.0%
Income before income taxes                        8.9%              9.3%
Net income                                        5.5%              5.8%
</TABLE>



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

<TABLE>
Net Sales
---------
      The first quarter breakdown of net sales is as follows:
<CAPTION>
                                                                  Percent
                                                                  Change
                                                                 2004 vs.
                                             2004       2003       2003
                                           ---------  ---------  ----------
(In millions, except percentages)
<S>                                        <C>        <C>          <C>
Stride Rite Children's Group - Wholesale   $ 25.0     $ 28.7       (12.6)%
Stride Rite Children's Group - Retail        29.1       25.6       13.7%
                                           ---------  ---------  ----------
Stride Rite Children's Group                 54.1       54.3       (0.2)%
Keds                                         42.4       55.6       (23.7)%
Tommy Hilfiger Footwear                      20.2       24.8     (18.3)%
Sperry Top-Sider                             14.7       14.4        2.6%
Stride Rite International                     6.7        6.2        8.3%
Elimination of intercompany sales            (2.0)      (3.0)       n/a
                                           ---------  ---------  ----------
Total net sales                            $136.1     $152.3       (10.6)%
                                           =========  =========  ==========
</TABLE>

     During the first quarter of fiscal 2004,  consolidated  net sales decreased
$16.2 million to $136.1 million,  or 10.6% below the sales level achieved in the
first  quarter of fiscal 2003.  Wholesale net revenues  decreased  15.7% for the
first quarter of 2004,  while  overall  retail sales  increased  $3.6 million or
13.9% when  compared  to the same period in the prior year.  Unit  shipments  of
current line  merchandise for the wholesale brands during the first quarter were
6.9% less  than the  comparable  period in 2003.  The  Company's  average  first
quality wholesale selling price declined 4.9% from the first quarter of 2003. In
addition,  closeout  sales  decreased  $1.2 million  during the first quarter of
fiscal 2004 as compared to the prior year. Royalty revenues at $1.8 million were
slightly higher in the 2004 first quarter versus the same quarter last year.

     Net sales of the Stride Rite Children's  Group were unchanged for the first
quarter of fiscal  2004,  compared to the same period of fiscal  2003.  Sales to
independent  retailers  decreased  12.6%  during  the first  quarter  of 2004 as
compared to the same quarter last year. This decrease was primarily attributable
to the  Footstar  bankruptcy,  the  loss of the  Munchkin  business  in  certain
mid-tier accounts and lower Tommy Hilfiger children's sales to department stores
versus last year.  Generally,  the continued  weak economy also  contributed  to
lower sales as retailers  appeared  cautious in their purchases of the Company's
product lines.  Offsetting  this decrease were increased sales of the Children's
Group's  company-owned  retail stores, which were up 13.7% from the same quarter
last year.  Sales at comparable  Children's Group retail stores (stores open for
52 weeks in each fiscal year)  increased  11.8% for the first fiscal  quarter of
2004. Driving this increase in the


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

comparable stores category was the larger number of newer stores which have
generally had greater sales increases than our more mature stores. At the end of
the first quarter of fiscal 2004, the Stride Rite Children's  Group operated 233
stores.  This is an increase of 3 stores,  or 1% from the end of the same period
in the prior year. Current plans call for the opening of approximately 21 retail
stores and the  closing of 5  underperforming  locations  during the 2004 fiscal
year.  During  the first  quarter  of 2004 the  Company  opened 5 new stores and
closed 4 underperforming locations for a net increase of 1 store.

     The decrease in sales of the Keds product line was  primarily the result of
fewer  shipments of seasonal  fashion  products.  In the first quarter of fiscal
2003,  the Keds brand  initially  experienced  strong  sales of its Spring line;
however,  its performance at retail did not meet expectations.  This resulted in
weak Keds sales in the second quarter last year. The general disappointment with
last year's Spring  product's  performance  also resulted in retailers  becoming
cautious  in their  initial  purchasing  of the Keds  2004  Spring  line.  Early
indications are that the Microstretch(TM) product, an updated basic sneaker, has
had success at several major accounts. If this trend continues, we expect better
sales performance in this year's second quarter than a year ago.

     The decrease in sales of Tommy Hilfiger men's and women's footwear products
during the first quarter of fiscal 2004 was primarily  attributable to continued
decreases in the department store channel,  as well as men's product styles that
did not perform well across all distribution  channels.  Sales results were also
adversely  affected by a lower  average  selling  price product mix. The product
shift by retailers  from higher priced canvas styles to lower priced sandals and
beachwear   styles   reduced  the  first  quarter   average   selling  price  by
approximately  16%. In addition,  last year's first  quarter  sales  performance
benefited from a more significant expansion of retail channels of distribution.

     The 2.6% increase in sales of Sperry  Top-Sider  products  during the first
quarter of the 2004 fiscal year was  primarily  attributable  to strong sales of
men's casual footwear and performance  boat shoes.  The first quarter sales were
adversely  affected by the merger of Boat U.S.  and West Marine,  two  important
retail  accounts for the brand.  In addition,  there was a sales  decline in the
women's  product  category in the first quarter when compared to the same period
last year.

     The Stride Rite  International  division had an 8.3%  increase in net sales
during the first  quarter of fiscal 2004 in comparison to the same period in the
prior year.  This sales growth was largely the result of increased  sales of the
Tommy Hilfiger  footwear  product line in Latin America and Asia, as well as the
Sperry Top-Sider product line in Europe.



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

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

     During the first three months of fiscal 2004, the Company's gross profit of
$53.0 million  decreased $5.0 million or 8.7% below the amount  recorded  during
2003's  first  quarter.  The lower level of  wholesale  sales was a  significant
factor,  resulting  in a decline  of $6.6  million  in gross  profit.  Increased
revenues  at  the  company-owned  retail  stores  contributed  $2.5  million  of
additional  gross margin.  The gross profit rate for fiscal 2004's first quarter
improved 0.8  percentage  points to 38.9% as compared to the 38.1% rate achieved
in the prior year's first  quarter.  The improved  gross profit  percentage  was
primarily  attributable to higher in-line  product gross profit  margins,  lower
inventory  obsolescence costs and a higher relative  percentage of retail sales.
These gains were  partially  offset by increased  returns and  allowances in the
quarter as compared to the prior year.

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

     During the first three  months of fiscal 2004,  selling and  administrative
expenses were $41.3  million,  a decrease of $3.0 million or 6.8% as compared to
the first  quarter of fiscal 2003. As a percent of sales,  operating  costs were
30.4% in the first quarter of fiscal 2004 compared to 29.1% in the first quarter
of fiscal 2003.  This  increase in operating  costs as a percentage of net sales
resulted from the Company's expense  reductions not fully offsetting the decline
in net sales.  During the first quarter of fiscal 2004,  advertising  costs were
4.6% of net sales  versus 5.2% in fiscal 2003.  The decrease in operating  costs
was primarily  attributable to reduced  advertising costs across all brands. The
lower  advertising  spending in the first  quarter of 2004 compared to the prior
year reflects a change in the timing of advertising  programs  versus last year.
In addition,  operating  costs in various other  administrative  areas were also
reduced including outbound freight, bad debt, and selling expenses.

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

     Other  income  (expense)  increased  pre-tax  income by $0.4 million in the
first quarters of fiscal 2004 and 2003. Investment income decreased $0.1 million
in the first  fiscal  quarter of 2004 as compared to the same quarter last year.
Investment  income  related to the Company's  cash  equivalents  increased  $0.2
million in the first fiscal quarter of 2004, due to greater  average  investment
balances. This increase was offset by a $0.3 million reduction in income related
to a prior  year  payment  received  in the  first  quarter  of 2003,  which was
associated with a longer-term investment.  Interest expense remained flat in the
first  quarter of fiscal 2004 as compared to the first quarter of fiscal 2003 as
no short-term borrowings were made during the first quarters of both years.



<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 provision for income taxes  decreased $0.7 million in the first quarter
of fiscal 2004 as compared to the similar  period in fiscal 2003.  This decrease
was primarily  due to the lower  pre-tax  income  amount,  offset  somewhat by a
higher  effective income tax rate. Our effective tax rate was 38.1% in the first
quarter of fiscal 2004 as compared to 37.5% in the first quarter of fiscal 2003.
The  higher  tax rate in the first  quarter of fiscal  2004  reflects  fewer tax
saving items in 2004 than in the prior year.

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

     Net  income  for the first  quarter  of  fiscal  2004 was $7.5  million,  a
decrease of $1.3  million,  or 15.2% as compared to the same period in the prior
year.  Lower net sales and the  corresponding  decrease in gross profit  dollars
were not completely  offset by the reductions in operating  costs. The Company's
return on net sales of 5.5% in the first fiscal quarter of 2004 declined  versus
the 5.8% return on sales recorded for the first fiscal quarter of 2003.


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

     At the end of the first fiscal quarter of 2004, our balance sheet reflected
a current ratio of 4.8 to 1 with no debt. Our cash and cash equivalents  totaled
$67.8  million at February 27, 2004, an increase of $36.1 million from the total
cash and cash  equivalents  of $31.7  million at the end of the first quarter of
fiscal 2003. The Company  maintains a $75 million  revolving  credit facility to
fund any seasonal working capital needs. No borrowings under this line of credit
were outstanding as of February 27, 2004 or February 28, 2003.

     The  Company's  seasonal cash flow  patterns  typically  require the use of
funds  during the first  quarter of a fiscal year.  During the first  quarter of
fiscal 2004,  the Company used $32.3  million of cash to fund  operating  needs.
This use of cash to fund operations was lower than the $36.0 million use of cash
required during the first quarter of fiscal 2003. Inventory levels at the end of
the first quarter of fiscal 2004 decreased $4.8 million, or 5.5% from the levels
recorded at the end of the prior year's first quarter.  The Company continues to
benefit from the  shortening of product lead times for certain  products and the
careful  monitoring of product  performance at retail to better forecast product
demand.  Accounts  receivable  at February  27, 2004 were $9.9  million or 10.1%
lower than the amount at the end of last year's  first  quarter.  This  compares
with the 10.6% decrease in quarter-to-quarter net sales comparisons.  Days sales
outstanding,  which is a  measure  of the  length  of the  collection  period of
accounts receivable, was 57 days at the end of the first fiscal quarters of both
2004 and 2003.  During  the first  fiscal  quarter  of 2004,  the  Company  also
contributed  $1.0 million to its defined  benefit  pension  plan.  Other current
assets at February 27, 2004 were $15.4


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

million or $10.3  million  higher than the amount at the end of last year's
first quarter.  This was caused primarily by an increase in both prepaid pension
expense,  largely  due to the $7 million of pension  contributions  and  prepaid
income taxes.

     Additions  to property  and  equipment  totaled  $1.8  million in the first
quarter of 2004,  which was below the $2.5 million in the first quarter of 2003.
Much of the  difference  in  spending  between  this  year  and  last  year  was
attributable to the costs incurred  during the 2003 first quarter  relating to a
new  retail  store   merchandise   planning  system.   Funding  of  our  capital
expenditures  was provided  from  internal  sources.  We expect that all capital
purchases  during  fiscal  2004 will be  provided  for  internally,  however  if
business  conditions  change  and do not allow  for  internal  funding,  we will
re-evaluate our plans.

     During  the first  quarter  of fiscal  2004 we  returned  $3.1  million  to
shareholders through share repurchases and cash dividends. We spent $1.1 million
to repurchase  101,800 common shares under our share repurchase  program.  As of
February 27, 2004, we have 3.4 million shares  remaining on our share repurchase
authorization.  We expect  to  continue  to  purchase  shares  opportunistically
through the remainder of the fiscal year.

<TABLE>
     Our  repurchases of equity  securities for the first quarter of fiscal 2004
were as follows:

<CAPTION>
                                                          Total      Maximum
                                      Total       Average Number of  Number
                                      Number      Price   Shares     of Shares
                                      Of          Paid    Purchased  that May
                                      Shares      Per     As Part    Yet Be
Period                                Purchased   Share   of Plan    Purchased
--------------------------------------------------------------------------------
November 29,2003 - December 26,2003          -    $    -  1,494,600  3,505,400

December 27,2003 - January 30,2004           -    $    -  1,494,600  3,505,400

<S>                                   <C>        <C>     <C>        <C>
January 31,2004 - February 27,2004     101,800    $11.10  1,596,400  3,403,600
</TABLE>

     At the end of the first  quarter of fiscal 2004,  there were no  borrowings
outstanding under the Company's $75 million  revolving credit facility.  This is
consistent  with the  first  quarter  of fiscal  2003.  We did not  utilize  any
available  credit under the  revolving  credit line during the first  quarter of
fiscal 2004.  Borrowings were not required during the quarter  primarily because
we entered the year with no  outstanding  debt and a  significant  cash and cash
equivalents  balance.  As of February 27, 2004, letters of credit totaling $39.5
million were outstanding for the purchase of inventories.  All letters of credit
generally expire within one year.



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

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

ITEM 4.     CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

     Within the 90 days prior to the date of this  report,  the Company  carried
out an  evaluation  under  the  supervision  and with the  participation  of the
Company's management,  including the Company's Chief Executive Officer and Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of the
Company's  disclosure  controls and procedures pursuant to the Exchange Act Rule
13a-15.  Based  upon that  evaluation,  the Chief  Executive  Officer  and Chief
Financial  Officer  concluded  that  the  Company's   disclosure   controls  and
procedures  are  effective  in  timely  alerting  them to  material  information
relating to the Company (including its consolidated subsidiaries) required to be
included in the  Company's  periodic  filings with the  Securities  and Exchange
Commission.

(b) Changes in internal controls.

      None.


<PAGE>


PART II - OTHER INFORMATION

                       THE STRIDE RITE CORPORATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K


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

                Exhibit Number       Description

                10.1                 Third   Amendment   to   Amended   and
                                     Restated   License   Agreement   dated
                                     February   2,   2000   between   Tommy
                                     Hilfiger   Licensing,   Inc.  and  The
                                     Stride Rite Corporation.

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

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

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

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


         (b)    Reports on Form 8-K

                On January 15, 2004, the Company filed a current report on Form
                8-K (Item 12) with respect to its press release announcing the
                Company's financial results for the three and twelve months
                ended November 28, 2003.

                On March 25, 2004, the Company filed a current report on Form
                8-K (Item 12) with respect to its press release announcing the
                Company's financial results for the three months ended February
                27, 2004.


<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 8, 2004                By:  /s/ Frank A. Caruso
                                    --------------------------
                                      Frank A. Caruso
                                      Chief Financial Officer