Exhibit 10.1
                                SECOND AMENDMENT
                                       to
                           REVOLVING CREDIT AGREEMENT


     THIS AMENDMENT  AGREEMENT (this "Second  Amendment"),  dated as of July 13,
2004,  to become  effective  as of the  Amendment  Effective  Date as defined in
Section 4 hereof upon satisfaction of the conditions  specified  therein,  is by
and  among  The  Stride  Rite  Corporation,  a  Massachusetts  corporation  (the
"Borrower"), Fleet National Bank ("Fleet"), Bank of America National Association
("BOA"),  The Bank of New York ("BONY"),  and SunTrust Bank ("ST") (Fleet,  BOA,
BONY  and ST  being  referred  to,  collectively,  as  the  "Banks"),  Fleet  as
Administrative Agent for the Banks, BOA, BONY and ST as Documentation Agents.

     Whereas,  the Borrower,  the Banks and the Administrative Agent are parties
to that certain  Revolving  Credit  Agreement  dated as of January 19, 2000,  as
amended by a First  Amendment  dated as of October 31, 2002 (as so amended,  the
"Credit Agreement"),  pursuant to which the Banks, upon the terms and conditions
specified therein, have agreed to make Loans to the Borrower;

     Whereas,  the Borrower has requested that the Banks and the  Administrative
Agent agree,  and the Banks and the  Administrative  Agent have  agreed,  on the
terms and subject to the  conditions  set forth herein,  to amend certain of the
provisions of the Credit Agreement;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1.  Defined  Terms.   Capitalized  terms  which  are  used  herein  without
definition  and which are  defined in the Credit  Agreement  shall have the same
meanings herein as in the Credit Agreement.

     2. Amendments to the Credit Agreement.

     (a)  "Banc  of  America  Securities  LLC"  shall  be  substituted  for  all
references in the Credit Agreement to "Fleet Securities, Inc." as the Arranger.

     (b) Section 8.4 of the Credit  Agreement is amended in its entirety to read
as follows:

                  "8.4. Distributions. The Borrower will not make any
            Distributions; provided that the Borrower may make distributions
            ("Permitted Distributions") which satisfy the following tests: (i)
            the aggregate amount of such Distribution and all other
            Distributions during the same fiscal year of the Borrower does not
            exceed (x) for fiscal year 2004, $50,000,000, and (y), for any
            fiscal year thereafter, $40,000,000, and (ii) at the time of such
            Distribution, no Default or Event of Default has occurred and is
            continuing or would exist after giving effect to such Distribution."

     3.  Representations  and  Warranties.  The Borrower  hereby  represents and
warrants to the Banks that:

     (a) The execution and delivery by the Borrower,  and the performance by the
Borrower, of its obligations and agreements under this Second Amendment, and the
Credit  Agreement as amended hereby,  (i) are within the corporate  authority of
the Borrower,  have been duly authorized by all necessary corporate proceedings,
(ii) do not and will not  contravene  any  requirement  of law  applicable to or
binding  upon  the  Borrower  or any of its  Significant  Subsidiaries,  nor any
contractual  obligation of the Borrower or any of its Significant  Subsidiaries,
and (iii) will not result in or require the creation or  imposition  of any lien
on any of the Borrower's or its Significant  Subsidiaries' respective properties
or revenues,  except in the case of clauses (ii) and (iii) any violations and/or
liens which in the aggregate  would not be reasonably  likely to have a material
adverse effect on the business or financial  condition of the Borrower or any of
its  Significant  Subsidiaries  and  would  not be  reasonably  likely to have a
material  adverse  effect  on  the  ability  of  the  Borrower  to  perform  its
obligations under the Credit Agreement and the Notes.

     (b) This  Second  Amendment  and the Credit  Agreement  as  amended  hereby
constitute the legal, valid and binding obligations of the Borrower  enforceable
against the Borrower in accordance  with their terms,  except as  enforceability
may be limited by applicable bankruptcy, insolvency, reorganization,  moratorium
or similar laws affecting the enforcement of creditors' rights generally.

     (c) The  representations  and  warranties of the Borrower  contained in the
Credit  Agreement,  as amended  hereby,  are true and correct on the date hereof
(except to the extent of changes  resulting from  transactions  contemplated  or
permitted by the Credit  Agreement and changes  occurring in the ordinary course
of business  that singly or in the  aggregate are not  materially  adverse,  and
except to the extent that such  representations  and warranties relate expressly
to an earlier  date);  and no Default or Event of Default  has  occurred  and is
continuing,  or will occur after  execution and delivery by the Borrower of this
Second Amendment.

     4. Effectiveness.  This Second Amendment shall be deemed to be effective as
of the date the following conditions precedent are satisfied:

     (a) The  Administrative  Agent  shall have  received  counterparts  of this
Second Amendment signed by the Borrower and the Majority Banks.

     (b)  The  Borrower   shall  have  paid  the   reasonable   legal  fees  and
disbursements of Bingham McCutchen LLP, as counsel to the  Administrative  Agent
and the Banks,  in connection  with this Second  Amendment (for which an invoice
shall have been presented).

     (c)  The   Administrative   Agent  shall  have  received   copies  of  such
certificates  and other  documents as the  Administrative  Agent may  reasonably
request, and such documents and all legal matters in connection with this Second
Amendment  shall be  satisfactory  in form and  substance to the  Administrative
Agent and its counsel.

     5. Miscellaneous Provisions.

     (a) Except as otherwise expressly provided by this Second Amendment, all of
the terms,  conditions and provisions of the Credit  Agreement  shall remain the
same;  and the Credit  Agreement as amended  hereby shall continue in full force
and effect.

     (b) This Second  Amendment  is  intended  to take  effect as an  instrument
executed under seal and shall be construed according to and governed by the laws
(excluding  the  laws   applicable  to  conflicts  or  choice  of  law)  of  the
Commonwealth of Massachusetts.

     (c) This Second  Amendment  may be executed in any number of  counterparts,
but all such  counterparts  shall  together  constitute but one  instrument.  In
making proof of this Second  Amendment,  it shall not be necessary to produce or
account for more than one  counterpart  signed by the  Borrower and the Majority
Banks.


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     IN WITNESS  WHEREOF,  the  undersigned  parties have caused this  Amendment
Agreement to be duly executed and delivered by their proper and duly  authorized
officers as of the day and year first above written.

                              THE STRIDE RITE CORPORATION

                              By:   /s/ Frank A. Caruso
                                  --------------------------------------
                              Name:       Frank A. Caruso
                              Title:      C.F.O.

                              FLEET NATIONAL BANK,
                              individually and as Administrative Agent

                              By: /s/ Casey Cosgrove
                                 ---------------------------------------
                              Name:       Casey Cosgrove
                              Title:      Vice President

                              BANK OF AMERICA NATIONAL ASSOCIATION
                              individually and as Documentation Agent

                              By:         /s/ Casey Cosgrove
                                  --------------------------------------
                              Name:       Casey Cosgrove
                              Title:      Vice President

                              SUNTRUST BANK
                              individually and as Documentation Agent

                              By:   /s/ E. Donald Besch, Jr.
                                  --------------------------------------
                              Name:       E. Donald Besch, Jr.
                              Title:      Managing Director

                              THE BANK OF NEW YORK
                              individually and as Documentation Agent

                              By:   /s/ Johna M. Fidanza
                                  --------------------------------------
                              Name:       Johna M. Fidanza
                              Title:      Vice President