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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q
(Mark One)

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

                        For the quarterly period ended May 31, 2002

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

                            For the transition period from to .

                         Commission File Number: 1-4404

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

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

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

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

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

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

Preferred Stock Purchase Rights                          New York Stock Exchange

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

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

          Yes (X)           No ( )
                                  -

     As of July 10, 2002,  41,724,689  shares of the registrant's  common stock,
$.25 par value,  and the  accompanying  Preferred  Stock  Purchase  Rights  were
outstanding.




PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

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

<CAPTION>
                                    May 31                           June 1,
                                     2002         November 30,        2001
                                  (Unaudited)         2001         (Unaudited)
                                 --------------   --------------  --------------

  Assets

  Current Assets:
<S>                                   <C>              <C>             <C>
     Cash and cash equivalents        $ 67,378         $ 81,159        $ 19,608

     Accounts and notes
       receivable, net                  80,749           44,739          89,567

     Inventories                        77,226          112,481          94,666

     Deferred income taxes              24,245           24,245          25,494

     Other assets                        4,184            5,344           3,184
                                      --------         --------        --------

     Total current assets              253,782          267,968         232,519

  Property and equipment, net           70,974           72,244          74,621

  Other assets                          10,286            9,608          21,600
                                      --------         --------        --------

     Total assets                     $335,042         $349,820        $328,740
                                      ========         ========        ========

</TABLE>
















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




                                        2


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

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

<CAPTION>
                                    May 31,                           June 1,
                                      2002        November 30,         2001
                                  (Unaudited)         2001          (Unaudited)
                                ---------------  --------------   --------------

  Liabilities and Stockholders' Equity

  Current Liabilities:
     Short-term debt                        -       $  26,000                -
<S>                                    <C>             <C>            <C>
     Accounts payable                  $14,326         23,000         $ 17,608
     Income taxes payable               16,239         11,682           20,953
     Accrued expenses and other
       liabilities                      21,174         22,041           20,370
                                 -------------    -----------        ---------
     Total current liabilities          51,739         82,723           58,931

  Deferred income taxes                  4,858          4,858            5,929


  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                           18,007          19,209           19,875

    Retained earnings                 397,369         382,460          385,521

     Less cost of 14,911,079
        shares of common stock
        held in treasury
        (15,087,646 on November
        30, 2001 and 15,258,760
        on June 1, 2001)             (151,168)       (153,667)        (155,753)
                                    ----------      ----------        ---------
     Total stockholders' equity       278,445         262,239          263,880
                                    ----------      ----------        ---------

     Total liabilities and
       stockholders' equity         $ 335,042       $ 349,820        $ 328,740
                                    =========       =========        =========
</TABLE>

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



                                        3


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

<TABLE>
                                THE STRIDE RITE CORPORATION
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                    For the periods ended May 31, 2002 and June 1, 2001
                      (In Thousands Except Per Share Data)


<CAPTION>
                               Three Months Ended            Six Months Ended
                               ------------------            ----------------
                              May 31,       June 1,       May 31,        June 1,
                               2002          2001           2002          2001
                            ----------    ----------    -----------   ----------

<S>                         <C>           <C>           <C>            <C>
Net sales                   $ 156,480     $ 153,660     $297,213       $304,753

Cost of sales                  98,041        94,860      187,008        191,029

Selling and
 administrative expenses       41,006        43,072       81,090         86,279
                            ---------     ---------     --------       --------

Operating income               17,433        15,728       29,115         27,445

Other income(expense):
  Investment income               399           408          726          1,968
  Interest expense               (233)         (486)        (536)        (1,075)
  Other, net                      (83)          (85)        (253)          (553)
                            ----------    ----------    ---------      ---------
                                   83          (163)         (63)           340
                            ---------     ----------    ---------      --------
Income before income
 taxes                         17,516        15,565       29,052         27,785

Provision for income
 taxes                          5,944         5,516        9,941          9,918
                            ---------     ---------     --------       --------

Net income                  $  11,572     $  10,049     $ 19,111       $ 17,867
                            =========     =========     ========       ========

Net income per common share:
  Diluted                   $     .27     $     .24     $    .45       $    .43
                            =========     =========     ========       ========
  Basic                     $     .28     $     .24     $    .46       $    .43
                            =========     =========     ========       ========
Dividends per common
share                       $     .05     $     .05     $    .10       $    .10
                            =========     =========     ========       ========

Average common shares
 used in per share
 computations:
  Diluted                      42,566        42,060       42,376         42,003
                            =========     =========     ========       ========
  Basic                        42,024        41,687       41,965         41,668
                            =========     =========     ========       ========
</TABLE>








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

                                        4


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

<TABLE>
                                THE STRIDE RITE CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                   For the six months ended May 31, 2002 and June 1, 2001
                                   (Dollars in Thousands)

<CAPTION>
                                                         2002            2001
                                                    -------------    -----------
Cash was provided from (used for):
Operations:
<S>                                                   <C>              <C>
   Net income                                         $ 19,111         $ 17,867
   Adjustments to reconcile to net cash provided
      from (used for) operations:
   Depreciation and amortization                         7,543            7,345
   Compensation expense related to executive
      stock plans                                          120              115
   Gain related to long-term investments                     -             (451)
   Loss on disposal of property and
      equipment                                            606               58
   Changes in:
      Accounts and notes receivable                    (36,010)         (35,192)
      Inventories                                       35,255           11,251
      Other current assets                               1,160            3,181
      Accounts payable, income taxes, accrued
       expenses and other current liabilities           (4,962)         (13,879)
                                                    -----------        ---------
      Net cash provided from(used for)operations        22,823           (9,705)
                                                    ----------         ---------
Investments:
   Additions to property and equipment                  (6,742)          (5,667)
   Distribution from long-term investments                   -              451
   Net sales of marketable securities                      250              316
   Increase in other assets                             (1,064)            (952)
                                                    -----------        ---------
      Net cash used for investments                     (7,556)          (5,852)
                                                    -----------        ---------
Financing:
   Short-term debt repayments                          (26,000)         (24,000)
   Proceeds from sale of stock under stock plans         1,561              352
   Cash dividends paid                                  (4,190)          (4,163)
   Repurchase of common stock                             (419)               -
                                                    -----------        --------
      Net cash used for financing                      (29,048)         (27,811)
                                                    -----------        ---------

Net decrease in cash and cash equivalents              (13,781)         (43,368)

Cash and cash equivalents at beginning of the
  period                                                81,159           62,976
                                                    ----------         --------

Cash and cash equivalents at end of the period        $ 67,378         $ 19,608
                                                    ==========         ========
</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 31, 2002 and June 1, 2001
is unaudited  and subject to year-end  adjustments.  However,  such  information
includes all adjustments  (including all normal recurring adjustments) which, in
the opinion of management,  are considered  necessary for a fair presentation of
the  consolidated  results for those periods.  The results of operations for the
periods  ended May 31, 2002 and June 1, 2001 are not  necessarily  indicative of
the results of operations that may be expected for the complete fiscal year. The
year-end  condensed  balance  sheet  data was  derived  from  audited  financial
statements,  but does not include all disclosures required by generally accepted
accounting   principles.   The  Company  filed  audited  consolidated  financial
statements  for the year ended November 30, 2001 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 reported
periods.  The most significant  estimates included in these financial statements
include valuation allowances and reserves for accounts receivable, inventory and
income taxes. Actual results could differ from those estimates.


























                                  6


<PAGE>


      PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

                    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                     NOTE 2

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

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

<TABLE>
<CAPTION>
                                       Three Months Ended     Six Months Ended
                                       ------------------     ----------------
                                       May 31,    June 1,    May 31,    June 1,
                                         2002      2001        2002       2001
                                       -------   --------   --------   ---------

Net income applicable to common
<S>                                    <C>       <C>         <C>        <C>
  shares                               $11,572   $10,049     $19,111    $17,867

Calculation of shares:
   Weighted average number of
     common shares outstanding
     (basic)                            42,024    41,687      41,965     41,668

  Common shares attributable to
    assumed exercise of dilutive
    stock options and stock
    purchase rights using the
    treasury stock method                  542       373         411        335
                                       -------   -------     -------    -------

Average common shares and common
  equivalents outstanding during
  the period (diluted)                  42,566    42,060      42,376     42,003
                                       =======   =======     =======    =======

Net income per common share (basic)    $   .28   $   .24     $   .46    $   .43
                                       =======   =======     =======    =======

Net income per common share
  (diluted)                            $   .27   $   .24     $   .45    $   .43
                                       =======   =======     =======    =======
</TABLE>



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

<TABLE>
                                     Second Quarter        First Six Months
                                  ---------------------- ----------------------
<CAPTION>
                                      2002       2001       2002        2001
                                  ---------    --------- ---------   ----------
 Options to purchase shares of
<S>                                   <C>       <C>         <C>        <C>
   common stock (in thousands)        959       1,998       1,466      2,068
</TABLE>






                                                7


<PAGE>


      PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

                    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                                     NOTE 3

     In the  fourth  quarter  of  fiscal  2001,  the  Company  recorded  pre-tax
nonrecurring   charges  of  $3,059,000   related  to  a  restructuring   of  its
administrative  staff,  the exit of its leased  department  store  business  and
retail system asset impairment  costs. The Company expects to fully utilize this
accrual before the end of the 2002 fiscal year's fourth  quarter.  The following
table summarizes activity during the first six months of fiscal 2002:

<TABLE>
<CAPTION>
                                                       Second           Six
(In thousands)                                        Quarter         Months
--------------                                      -------------  -------------

<S>                                                    <C>            <C>
Balance at beginning of period                         $1,276         $2,262
Amounts charged against accrual for severance            (293)        (1,248)
Amounts charged against accrual for employee
benefit costs                                               -            (12)
Amounts charged against accrual for other costs          (210)          (229)
                                                    -------------  -------------
Balance at May 31, 2002                                  $773           $773
                                                    =============  =============
</TABLE>


































                                        8


<PAGE>



PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

     This form 10-Q contains  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934. We caution investors that any  forward-looking  statements
presented in this report and presented elsewhere by management from time to time
are based on  management's  beliefs  and  assumptions  made by, and  information
currently   available  to,  management.   When  used,  the  words  "anticipate",
"estimate",  "project",  "should", "expect" and similar expressions are intended
to identify  forward-looking  statements.  Such statements are subject to risks,
uncertainties  and  assumptions  and are not  guarantees of future  performance,
which may be affected by various trends and factors that are beyond our control.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those anticipated,  estimated or projected. Accordingly, past results and trends
should not be used by investors to anticipate future results or trends.  Some of
the key factors that may have a direct  bearing on our results are  presented in
the Company's Form 10-K for the fiscal year ended  November 30, 2001,  which was
filed with the Securities and Exchange Commission.

Results of Operations

     The following  table  summarizes the Company's  performance  for the second
quarter  and first six months of fiscal  2002 as compared to the results for the
same periods in fiscal 2001:

<TABLE>
<CAPTION>
Increase (Decrease) Percent vs. 2001 results:
---------------------------------------------
                                           Second Quarter      Six Months
                                           --------------      ----------
<S>                                              <C>              <C>
Net sales                                        1.8%             (2.5)%
Gross profit                                    (0.6)%            (3.1)%
Selling and administrative expenses             (4.8)%            (6.0)%
Operating income                                10.8%              6.1%
Income before income taxes                      12.5%              4.6%
Net income                                      15.2%              7.0%
</TABLE>

<TABLE>
Operating Ratios as a Percent to Net Sales:
-------------------------------------------
<CAPTION>
                                         Second Quarter       Six Months
                                         --------------       ----------
                                          2002    2001       2002     2001
                                         ------  ------     ------   ------
<S>                                       <C>       <C>      <C>       <C>
Gross profit                              37.3%     38.3%    37.1%     37.3%
Selling and administrative expenses       26.2%     28.0%    27.3%     28.3%
Operating income                          11.1%     10.2%     9.8%      9.0%
Income before income taxes                11.2%     10.1%     9.8%      9.1%
Net income                                 7.4%      6.5%     6.4%      5.9%
</TABLE>





                                        9


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

Net Sales

     Net sales in the second  quarter of fiscal 2002  increased  $2.8 million or
1.8% above the net sales level for the same period of fiscal 2001. In the second
quarter of 2002,  wholesale  brand  revenues  increased  1%,  while retail sales
increased  9% from the same  period in 2001.  Over the first six months of 2002,
consolidated  net sales decreased by $7.5 million,  2.5% below the net sales for
the  comparable  period of 2001.  Revenues  related to the  Company's  wholesale
brands  declined 5% during the first half of 2002,  while retail sales increased
10%. Unit shipments of current line  merchandise for the wholesale brands during
the first half of 2002 were  below the  comparable  period in 2001 by 3.8%.  The
Company's  average  selling  price  was also  lower in the  first  half of 2002,
decreasing 3% from last year.  Sales of  discontinued  products  increased  $5.8
million in the first half of 2002 as compared to the same period in 2001.

     Sales of the  Stride  Rite  Children's  Group  decreased  4% in the  second
quarter of fiscal  2002,  the result of a 7% increase in retail  sales and a 20%
decrease  in sales to  wholesale  accounts,  as  compared  to the same period in
fiscal  2001.   During  the  second  quarter  of  2002,   sales  at  comparable,
company-owned Children's Group retail stores decreased 4.4% from the same period
of 2001. For the first six months of 2002,  sales of the Stride Rite  Children's
Group  decreased  1% from  the same  period  in 2001,  with the  retail  portion
increasing 9% and the wholesale  portion  decreasing  12%.  Sales at comparable,
company-owned  retail stores  decreased  1.7% during the first half of 2002. The
increase in retail sales for the second  quarter and six months is  attributable
to stores that have opened during the most recent twelve  months.  A weak Easter
selling period,  combined with an unseasonably cool Spring,  adversely  impacted
the sales of the Stride Rite  Children's  Group for both the second  quarter and
six months.  Additionally,  sales of the  Munchkin  product  line were below the
levels  recorded in the same period for the prior year. At the end of the second
quarter of 2002,  the Children's  Group operated 208 stores,  up 2% from the 203
stores open at the end of the second  quarter in 2001. The Company opened 35 new
stores and closed 1  underperforming  location  in the first six months of 2002.
Historically,  it has taken 12 to 15 months for new stores to reach their normal
operating performance. We expect that to be the case with the new stores opening
in fiscal 2002. Also, as previously disclosed,  the Stride Rite Children's Group
exited the 46 leased department stores during the second quarter of fiscal 2002.
The sales reduction  resulting from the exit of the leased  department stores is
expected  to be mostly  offset by sales  from the  approximately  50 new  stores
scheduled to open during fiscal 2002.

     In the  second  quarter  of fiscal  2002,  sales of the Keds  brand were 2%
higher than the  comparable  period of fiscal  2001.  This  increase was largely
driven by increased sales of promotional  products during the quarter which were
up $1.3 million. Also contributing to this increase was a 10% growth in the sale
of  Grasshoppers'  products  for the  quarter as  compared to the same period in
2001.  Offsetting much of these  increases,  women's first quality sales for the
quarter decreased 4% versus the prior year and sales of children's products were
down 12% for the quarter as compared to the prior


                                       10


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

year.  For the first  six  months of 2002,  Keds'  net  sales  declined  5%
compared to the same period of 2001.  A 26%  increase in sales of  Grasshoppers'
products  coupled with a 36%  increase in sales of  discontinued  products  were
unable to offset the 18% decrease in sales of Keds' women's  products during the
first half of 2002 as  compared  to the same  period in 2001.  The  decrease  in
women's  products was principally  the result of the first half  introduction in
2001 of the updated Keds Champion style.

     Sales of Tommy Hilfiger  footwear  products in the second quarter of fiscal
2002 increased 16% as compared to the same period in fiscal 2001.  This increase
was primarily driven by increased retail  distribution both in first quality and
promotional  product as  compared  to the prior  year's  second  quarter.  Sales
increases in both the men's and boys'  product  categories,  with first  quality
sales up 21% and 33%, respectively,  versus the prior year were partially offset
by a 2%  decrease in the women's  and girls'  product  lines.  For the first six
months of 2002, sales of Tommy Hilfiger footwear decreased 5% as compared to the
same  period  in 2001.  Competitive  pricing  pressure  in the  women's  product
category  contributed  to a 10%  decrease  in  women's  first half 2002 sales as
compared to the same period last year. This decrease in Tommy Hilfiger's largest
product  category  could not be offset by the 9% increase in men's first quality
sales and the 14% increase in sales of  discontinued  items during the first six
months of fiscal 2002 compared to the 2001 year's first half.

     Sales of the Sperry  Top-Sider  brand increased 7% in the second quarter of
fiscal 2002,  bringing the first half sales  increase to 7% above the comparable
period of fiscal 2001.  Sperry's  second quarter and six months sales  increases
were largely the result of increased women's products sales.

     International  revenues  in the  second  quarter  of 2002 were 5% above the
comparable  period  of 2001.  For the first  six  months of 2002,  International
revenues increased 6% from the comparable period of 2001.

Gross Profit

     During the first six months of fiscal  2002,  gross profit  decreased  $3.5
million or 3.1% below the same period in fiscal  2001.  This  decrease  compares
unfavorably  to the net sales  decrease  of 2.5% as  compared to the same period
last  year.  The  consolidated  gross  profit  percent in the first half of 2002
decreased 0.2 percentage points, finishing at 37.1% in 2002 compared to 37.3% in
2001.  Gross profit  performance  also  decreased in the second quarter of 2002,
compared to the same period in 2001, 37.3% in 2002 compared to 38.3% in the 2001
second quarter.  Increased closeout sales and promotional  activity,  supporting
sales initiatives principally in the Keds and Tommy Hilfiger brands,  negatively
impacted their gross profit  comparisons to the prior year's six-month  results.
The benefit of greater  retail  store  sales,  which have a higher  gross profit
percentage,  was unable to fully  compensate  for the effect of the closeout and
promotional  activity.  The Company's LIFO  provision had a favorable  impact on
gross profit  comparisons for the first six months of 2002, with LIFO increasing
gross profit by $0.2 million (less than 0.1% of net sales) in 2002 compared to a
reduction of $1.2 million (0.4% of net sales) in 2001.

                                       11


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

Operating Costs

     Selling  and  administrative  expenses  in the first  half of  fiscal  2002
decreased  $5.2  million  or 6.0% from the  spending  level in the first half of
fiscal  2001.  Operating  costs  as a  percentage  of sales  in the  first  half
decreased  1.0  percentage  point  from the same  period of 2001  (27.3% in 2002
compared to 28.3% in 2001).  The expense  level in the first half of fiscal 2002
compared favorably to the same period in fiscal 2001 primarily due to the impact
in the prior year of executive termination charges,  which totaled $1.8 million,
along with lower operating  expenses in fiscal 2002 resulting from the corporate
restructuring initiated in the fourth quarter of fiscal 2001.

     Advertising  expenses  for the first six months of fiscal 2002  represented
4.7% of net  sales,  which was below the 5.9%  spending  rate in the  comparable
period of fiscal 2001. The reduction in advertising expense was primarily due to
reductions in Keds  spending.  In the prior year,  additional  Keds  advertising
spending  was  used  to  support  the  launch  of the  updated  Champion  style.
Distribution  expenses  represented 3.4% of net sales in the first six months of
fiscal 2002,  which was favorable to the 3.6% rate during the comparable  period
of fiscal 2001.  Retail store  expenses  were higher for the first six months of
fiscal  year  2002  due to the  36 new  stores  opened  as  part  of our  retail
expansion,  35 by Stride Rite Children's Group and 1 by Keds.  During the second
quarter of fiscal 2002 the Company  successfully exited the 46 leased department
stores.  The  costs  of  exiting  this  business  were  included  as part of the
restructuring  charge  recorded  during the fourth  quarter of fiscal 2001.  The
associated  reduction  in  expense  from the  exiting  of this  business  is not
expected to fully  offset the higher new store  expenses.  Newly  opened  stores
typically have higher expense levels due to start up and operational costs until
they establish their normal financial operating performance.  Operating expenses
for  non-comparable  retail stores increased $3.6 million for the second quarter
and $5.8  million for the six months as compared to the same period in the prior
fiscal year.

Other Income and Taxes

     Other  income  (expense)  decreased  pre-tax  income by $0.1 million in the
first six months of fiscal 2002  compared to an increase of $0.3  million in the
similar  period of fiscal  2001.  Investment  income for the first six months of
2002 was $0.7  million,  down from the $2.0  million for the first half of 2001.
The $1.3 million  decrease in investment  income is the result of  significantly
lower average  interest rates on  investments  during the current fiscal year as
well as the  realization  of a gain in fiscal  2001 on a  long-term  investment.
Interest  expense  in the first six  months of 2002  decreased  to $0.5  million
compared to $1.1 million in 2001.  The average  interest rate on borrowed  funds
was 2.7%  during the first six  months,  significantly  lower than the 6.4% rate
during the comparable  period last year.  Average  short-term  borrowings in the
first  six  months of 2002  were  $29.3  million,  2%  higher  than the  average
borrowings of $28.7 million in the comparable period of 2001.

     Our effective  income tax rate was 34.2% for the first six months of fiscal
2002 versus 35.7% for the same period in the prior  fiscal  year.  The lower tax
rate is based on the year-end projected tax rate. 12


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                           THE STRIDE RITE CORPORATION

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

Net Income

     Net income for the first six months of fiscal 2002  increased $1.2 million,
up 7.0%  from the  income  earned  in the same  period  of  fiscal  2001.  Lower
operating  expenses and a lower  effective  income tax rate were  sufficient  to
offset  the  impact of lower  sales  and gross  profits.  Prior  year  operating
expenses included the $1.2 million  after-tax cost of the executive  termination
charges. As a result, the Company's return on net sales of 6.4% in the first six
months of 2002 was improved over the 5.9% in the first half of 2001.

Liquidity and Capital Resources

     At May 31, 2002,  the Company's  balance sheet  reflects a current ratio of
4.9 to 1 with no long-term debt. The Company's cash and cash equivalents totaled
$67.4 million at the end of the latest quarter, well above the prior year's cash
and  cash   equivalents   total   of   $19.6   million.   When   combined   with
intermediate-term fixed income investments,  which are included in other assets,
total available cash and  investments  amounted to $67.7 million at May 31, 2002
compared to $31.5  million in 2001.  The Company uses its $75 million  revolving
credit facility to fund seasonal working capital needs. No borrowings under this
line of credit were outstanding as of May 31, 2002, or June 1, 2001.

     During  the first six  months of fiscal  2002,  $22.8  million  of cash was
provided from operations. This positive cash flow amount was well above the $9.7
million of cash used by operations during the same period in fiscal 2001. At May
31, 2002,  accounts  receivable and inventory  levels totaled $158.0 million,  a
decrease of $26.2  million or 14% below the $184.2  million  asset amount at the
end of the second quarter of 2001.  Accounts receivable at the end of the second
quarter of 2002 decreased  $8.8 million or 10% compared to the prior year.  This
compares  favorably to the 1% increase in wholesale  sales in the second quarter
of fiscal 2002 versus the same period last year.  Days sales  outstanding at the
end of the second  quarter  were 45 days,  a  reduction  of 6 days from the same
quarter  in  the  prior  year.  Much  of  this  improvement  is  the  result  of
aggressively  pursuing past due receivables.  Inventories were also lower at the
end of the  second  quarter  of 2002,  down  $17.4  million or 18% from the 2001
level.  This improvement was primarily the result of increasing  inventory turn,
by carefully monitoring sell-through  performance of our larger retail customers
to better  forecast  product  demand.  Also,  shortened  lead times have allowed
reductions in certain inventory quantities.

     Additions to property and equipment  totaled $6.7 million in the first half
of fiscal 2002 was above the $5.7  million  for the same period in fiscal  2001.
The  greater  capital  expenditures  were the result of higher  spending  on new
retail stores  somewhat  offset by lower  spending for  information  technology.
During the first half of 2002,  the Company  repurchased  110,000  shares of its
common stock.  At May 31, 2002, the Company had 1.9 million shares  remaining on
the  repurchase  authorization  approved by the Board of  Directors  in December
1999.



                                       13


<PAGE>


PART II - OTHER INFORMATION

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

     The Annual  Meeting  of the  Company's  shareholders  was held on April 11,
2002.  The two directors  nominated by  management  were elected by the vote set
forth  below:
<TABLE>
<CAPTION>
                                             Votes
                                    ------------------------
             Name of  Director         For       Withheld
             -----------------      ------------------------
<S>                                 <C>          <C>
             Frank R. Mori          36,715,039   1,189,790
             Bruce Van Saun         36,713,184   1,191,645
</TABLE>

     The Company's  other  directors,  whose term of office  continues after the
2002 stockholders' meeting, are as follows:

                              David M. Chamberlain
                              Christine M. Cournoyer
                              Donald R. Gant
                              Myles J. Slosberg


     The  Company's  shareholders  also  ratified  the  Company's  selection  of
PricewaterhouseCoopers  LLP as  auditors of the Company for the 2002 fiscal year
by the vote set forth below:


<TABLE>
<CAPTION>
                     Votes
         ---------------------------------------------------
               For                  Against    Abstentions
               ---                  -------    -----------
<S>         <C>                    <C>           <C>
            37,651,411             198,103       55,315
</TABLE>


     The shareholders voted in favor of a proposal requesting that the directors
consider and act upon to approve and adopt The Stride Rite  Corporation  Amended
and Restated Employee Stock Purchase Plan, by the vote set forth below:

<TABLE>
<CAPTION>
                     Votes
         ---------------------------------------------------
               For                  Against    Abstentions
               ---                  -------    -----------
<S>        <C>                    <C>            <C>
           34,479,890             3,229,069      195,870
</TABLE>

     The  shareholders  voted against a proposal  regarding  global human rights
standards, by the vote set forth below:

<TABLE>
<CAPTION>
                     Votes
         ---------------------------------------------------
                                                              Broker
               For                  Against    Abstentions   Non-Vote
               ---                  -------    -----------   --------
<S>         <C>                  <C>            <C>          <C>
            2,953,293            19,201,964     6,947,580    8,801,992
</TABLE>








                                       14


<PAGE>


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K


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

                None

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













































                                       15


<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 12, 2002                By:  /S/ Frank A. Caruso
                                    --------------------------
                                      Frank A. Caruso
                                      Chief Financial Officer









































                                       16