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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 August 30, 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 October 9, 2002, 40,101,793 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
<TABLE>

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

<CAPTION>
                                  August 30,                       August 31,
                                     2002         November 30,        2001
                                  (Unaudited)         2001         (Unaudited)
                                 --------------   --------------  --------------

  Assets

  Current Assets:
<S>                                   <C>              <C>             <C>
     Cash and cash equivalents        $ 73,979         $ 81,159        $ 17,443

     Accounts and notes
       receivable, net                  70,436           44,739          83,909

     Inventories                        77,531          112,481         107,607

     Deferred income taxes              23,759           24,245          25,808

     Other assets                        3,874            5,344           3,169
                                      --------         --------        --------

     Total current assets              249,579          267,968         237,936

  Property and equipment, net           70,539           72,244          73,686

  Other assets                          13,632            9,608          21,365
                                      --------         --------        --------

     Total assets                     $333,750         $349,820        $332,987
                                      ========         ========        ========

</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>
                                  August 30,                        August 31,
                                     2002         November 30,         2001
                                  (Unaudited)         2001         (Unaudited)
                                 --------------   --------------   -------------

  Liabilities and Stockholders' Equity

  Current Liabilities:
     Short-term debt                       -       $  26,000                 -
<S>                                 <C>               <C>             <C>
     Accounts payable               $ 13,957          23,000          $ 18,815
     Income taxes payable             16,412          11,682            19,592
     Accrued expenses and other
      liabilities                     25,892          22,041            18,666
                                 -----------      ----------          --------
     Total current liabilities        56,261          82,723            57,073

  Deferred income taxes                5,162           4,858             5,236


  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                          17,674          19,209            19,002

    Retained earnings                402,383         382,460           390,576

     Less cost of 16,390,253
        shares of common stock
        held in treasury
        (15,087,646 on November
        30,2001 and 15,002,590
        on August 31, 2001)         (161,967)       (153,667)        (153,137)
                                 -----------      ----------         --------
     Total stockholders' equity      272,327         262,239          270,678
                                 -----------      ----------          -------

     Total liabilities and
       stockholders' equity         $333,750        $349,820         $332,987
                                 ===========      ==========         ========
</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 August 30, 2002 and August 31, 2001
                        (In Thousands Except Per Share Data)

<CAPTION>
                          Three Months Ended             Nine Months Ended
                    -----------------------------  -----------------------------
                      August 30,     August 31,      August 30,     August 31,
                         2002           2001            2002           2001
                    --------------  -------------  --------------  -------------

<S>                   <C>            <C>             <C>            <C>
Net sales             $136,989       $135,368        $434,203       $440,121

Cost of sales           86,203         87,164         273,212        278,193

Selling and
 administrative
 expenses               41,667         39,038         122,757        125,317
                     ---------      ---------       ---------      ---------


Operating income         9,119          9,166          38,234         36,611

Other income
  (expense):
  Interest income          294            494           1,020          2,462
  Interest expense         (71)          (353)           (607)        (1,428)
  Other, net               (62)           (86)           (315)          (639)
                     ----------     ---------       ---------      ---------
                           161             55              98            395
                     ---------      ---------       ---------      ---------
Income before
 income taxes            9,280          9,221          38,332         37,006

Provision for
 income taxes            2,239          2,068          12,179         11,986
                     ---------      ---------       ---------      ---------

Net income            $  7,041      $   7,153        $ 26,153      $  25,020
                     =========      =========       =========      =========

Net income per
  common share:
  Diluted             $    .17      $     .17        $    .62      $     .59
                     =========      =========       =========      =========
  Basic               $    .17      $     .17        $    .63      $     .60
                     =========      =========       =========      =========
Dividends per
  common share        $    .05      $     .05        $    .15      $     .15
                     =========      =========       =========      =========

Average common
  shares used in
  per share
  computations:
  Diluted               41,657         42,372          42,137         42,126
                     =========      =========       =========      =========
  Basic                 41,308         41,817          41,746         41,718
                     =========      =========       =========      =========
</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 nine months ended August 30, 2002 and August 31, 2001
                          (Dollars in Thousands)

<CAPTION>
                                                     August 30,      August 31,
                                                        2002            2001
                                                  --------------  --------------
Cash provided from (used for):
Operations:
<S>                                                  <C>             <C>
   Net income                                        $ 26,153        $ 25,020
   Adjustments to reconcile to net cash provided
      from (used for) operations:
   Depreciation and amortization                       11,849          10,777
   Deferred income taxes, net                             790          (1,007)
   Compensation expense related to executive
      stock plans                                         120             170
   Gain related to long-term investments                    -            (451)
   Loss on disposal of property and
      equipment                                           631              83
   Changes in:
      Accounts and notes receivable                   (25,697)        (29,534)
      Inventories                                      34,950          (1,690)
      Other current assets                              1,642           3,196
      Accounts payable, income taxes, accrued
       expenses and other current liabilities            (341)        (15,693)
                                                    ----------       ---------
      Net cash provided from(used for)operations       50,097          (9,129)
                                                    ---------        ---------
Investments:
   Additions to property and equipment                (10,576)         (8,118)
   Distribution from long-term investments                  -             451
   Sales(purchases)of marketable securities, net          250             (61)
   Increase in other assets                            (4,645)           (407)
                                                    ----------       ---------
      Net cash used for investments                   (14,971)         (8,135)
                                                    ----------       ---------
Financing:
   Short-term debt repayments                         (26,000)        (24,000)
   Proceeds from sale of stock under stock plans        1,974           1,979
   Cash dividends paid                                 (6,296)         (6,248)
   Repurchase of common stock                         (11,984)              -
                                                    ----------       --------
      Net cash used for financing                     (42,306)        (28,269)
                                                    ----------       ---------


Net decrease in cash and cash equivalents              (7,180)       (45,533)

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

Cash and cash equivalents at end of the period      $  73,979       $ 17,443
                                                   ==========       ========

</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 August 30, 2002 and August,
31,  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  August 30, 2002 and August 31, 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
respective 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 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 (shares in thousands):

<TABLE>
<CAPTION>
                                         Three Months Ended   Nine Months Ended
                                         ------------------   -----------------
                                        Aug. 30,   Aug. 31,   Aug. 30  Aug. 31,
                                          2002       2001      2002      2001
                                          ----       ----      ----      ----
Net income applicable to common
<S>                                     <C>       <C>        <C>       <C>
shares                                  $  7,041  $  7,153   $ 26,153  $ 25,020

Calculation of shares:
   Weighted average number of common
shares outstanding(basic)                 41,308    41,817     41,746    41,718

   Common shares attributable to
      assumed exercise of dilutive
      stock options and stock
      purchase rights using the
      treasury stock method                  349       555        391       408
                                        --------  --------   --------  --------

Average common shares and common
   equivalents outstanding during
the period (diluted)                      41,657    42,372     42,137    42,126
                                        ========  ========   ========  ========

Net income per common share (basic)     $    .17  $    .17   $    .63  $    .60
                                        ========  ========   ========  ========

Net income per common share(diluted)    $    .17  $    .17   $    .62  $    .59
                                        ========  ========   ========  ========
</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>
<CAPTION>
                                      Third Quarter       First Nine Months
                                  ---------------------------------------------
                                     2002       2001       2002        2001
                                  --------------------------------- -----------
 Options to purchase shares of
<S>                                 <C>             <C>   <C>            <C>
 common stock (in thousands)        1,390           996   1,435          1,745

</TABLE>









                                                7
PART I - FINANCIAL INFORMATION (Continued)

                          THE STRIDE RITE CORPORATION


                                     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 nine months of fiscal 2002:

<TABLE>
<CAPTION>
                                                       Third           Nine
(In thousands)                                        Quarter         Months
--------------                                     -------------  --------------
<S>                                                      <C>          <C>
Balance at beginning of period                           $773         $2,262
Amounts charged against accrual for severance             (82)        (1,330)
Amounts charged against accrual for employee
benefit costs                                               -            (12)
Amounts charged against accrual for other costs          (503)          (732)
                                                   -------------  --------------
Balance at August 30, 2002                               $188           $188
                                                   =============  ==============

</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
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", "might", "plan", "estimate",
"project",  "should",  "will be", "will result" 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
consolidation  or  restructuring  of such customers,  including large 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,  including,  without
limitation,  potential delays in delivery of the Company's  products as a result
of the backlog from the closure of U.S.  West Coast  ports;  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; changes in

                                             9


<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                                THE STRIDE RITE CORPORATION

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

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.

     We 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 2001 under the heading
"Overview".  Those  trends  and  factors  continue  to be very  relevant  to the
Company's performance and financial condition.

     In  addition,  the  Company  continues  to  closely  monitor  the  contract
negotiations  between  the  Pacific  Maritime  Association  (the  "PMA") and the
International  Longshore and Warehouse  Union (the "ILWU").  The PMA  represents
West Coast port employers and shippers,  who handle a substantial  amount of the
Company's  import  shipments  from  overseas  suppliers.  The previous  contract
between  the PMA and ILWU  expired  on July 1,  2002,  subsequent  to which work
stoppages and short-term compromises have occurred intermittently. On October 8,
President George W. Bush invoked the  Taft-Hartley  Act, which has required that
the PMA leave the ports  open and that  members  of the ILWU  return to work.  A
long-term  solution has therefore not been reached.  Further  uncertainty in the
relationship  between the PMA and the ILWU could cause a disruption  in the U.S.
transportation network, which could adversely affect the Company's operations.












                                    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

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

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

<TABLE>
Increase (Decrease) Percent vs. 2001 Results:
---------------------------------------------
<CAPTION>
                                            Third Quarter      Nine Months
                                            -------------      -----------
<S>                                              <C>              <C>
Net sales                                        1.2%             (1.3)%
Gross profit                                     5.4%             (0.6)%
Selling and administrative expenses              6.7%             (2.0)%
Operating income                                (0.5)%             4.4%
Income before income taxes                       0.6%              3.6%
Net income                                      (1.6)%             4.5%
</TABLE>



<TABLE>
Operating Ratios as a Percent to Net Sales:
<CAPTION>
                                         Third Quarter       Nine Months
                                       -----------------  -------------------
                                         2002     2001      2002      2001
                                       ------- ---------  --------- ---------

<S>                                      <C>      <C>       <C>       <C>
Gross profit                             37.1%    35.6%     37.1%     36.8%
Selling and administrative expenses      30.4%    28.8%     28.3%     28.5%
Operating income                          6.7%     6.8%      8.8%      8.3%
Income before income taxes                6.8%     6.8%      8.8%      8.4%
Net income                                5.1%     5.3%      6.0%      5.7%
</TABLE>

Net Sales
---------

     Net sales in the third  quarter of fiscal 2002  increased  $1.6  million or
1.2% above the net sales level for the same period of fiscal 2001.  In the third
quarter of 2002,  wholesale  revenues decreased 0.4%, while overall retail sales
increased  8.0% from the same period in the prior fiscal year.  During the first
nine months of fiscal 2002,  consolidated  net sales  decreased by $5.9 million,
1.3% below the net sales for the comparable period of 2001.  Revenues related to
the Company's  wholesale  brands  decreased 3.6% during the first nine months of
fiscal 2002,  while  overall  retail sales  increased  9.5%.  Unit  shipments of
current line  merchandise for the wholesale  brands during the first nine months
of 2002 were 2.7% below the  comparable  period in 2001.  The Company's  average
selling price was also lower for the first nine months of 2002,  decreasing 3.2%
from the same period last year.  Sales of discontinued  products  increased $6.4
million in the first nine months of 2002 as compared to the same period in 2001.

     Sales of the Stride Rite Children's Group increased 3% in the third quarter
of fiscal 2002, the result of a 7% increase in retail sales and a 2% decrease in
sales to wholesale accounts, as compared to the same period in


                                             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

fiscal  2001.  During  the  third  quarter  of 2002,  sales at  comparable,
company-owned Children's Group retail stores decreased 0.8% from the same period
of 2001. For the first nine months of 2002,  sales of the Stride Rite Children's
Group  increased  0.5% from the same  period in 2001,  with the  retail  portion
increasing 8.2% and the wholesale portion  decreasing 8.0%. Sales at comparable,
company-owned retail stores decreased 1.4% during the first nine months of 2002,
compared to the same period in 2001.  The increase in retail sales for the third
quarter and nine months is  attributable  to new stores that have opened  during
the most recent  twelve  months.  A weak  back-to-school  retailing  environment
resulted  in lower  shipments  to our  licensed  and trade  accounts,  adversely
impacting  the  wholesale  sales of the  Stride  Rite  brand  for both the third
quarter and nine months. Decreased shipments of the Munchkin product line versus
the same period in the prior year, also contributed to the sales  shortfall.  At
the end of the third quarter of 2002, the Children's  Group operated 226 stores,
up 7% from the 212  stores  open at the end of the third  quarter  in 2001.  The
Children's  Group opened 53 new stores and closed 47 locations in the first nine
months  of 2002.  This  includes,  as  previously  disclosed,  the  Stride  Rite
Children's Group exit from 46 leased department stores during the second quarter
of fiscal  2002.  Historically,  it has taken 12 to 15 months  for new stores to
reach their planned operating performance. Additionally, the overall strength of
the  economy  and  general  retail  environment  can also  impact the  operating
performance of both new and existing  company-owned  stores. The sales reduction
resulting from the exit of the leased department stores is expected to be offset
by sales  generated  from the 57 new stores  opened or  scheduled to open during
fiscal 2002.

     In the third quarter of fiscal 2002, sales of the Keds brand were 13% lower
than the comparable  period of fiscal 2001. This quarterly  decrease was largely
driven by sales  shortfalls  in the women's  basics  product line, a decrease in
Grasshopper's  sales and lower  closeout  product sales  activity.  Offsetting a
portion of these  decreases  were sales of the PRO-Keds  line,  which is new for
2002 and increased  sales of  promotional  styles.  For the first nine months of
2002,  Keds net sales  declined 7%  compared to the same period of fiscal  2001.
This sales decline was also  primarily the result of shortfalls in the shipments
of women's  basics  product  lines.  Sales of the  women's  Champion  style were
substantially  lower for the first nine months of fiscal  2002,  down 42% versus
the same period of 2001.  In fiscal 2001 Keds had  launched an updated  Champion
and  experienced the associated  ramp-up in sales,  which were not duplicated in
fiscal 2002.  In addition,  the  Ready-to-Wash  product line growth in the first
nine  months of fiscal  2002 was not  sufficient  to offset  the sales  decrease
versus the prior year of the Stretch product line.

     Sales of Tommy  Hilfiger  footwear  products in the third quarter of fiscal
2002  increased  17% as compared to the same period in fiscal 2001. An important
part of the  increase  was driven by the  expansion  of retail  distribution  to
independents  and shoe chain  accounts.  Sales  increases  were  recorded in the
men's,  women's and boys' product  categories  for the third quarter  versus the
prior year. For the first nine months of 2002, sales of Tommy Hilfiger  footwear
increased 2% as compared to the same period in 2001.


                                             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


Increased sales to independents,  shoe chains and other retail distribution
were able to offset the sales decline caused by the  continuing  weakness of the
department store channel of distribution.

     Sales of the Sperry  Top-Sider  brand  increased 2% in the third quarter of
fiscal 2002,  bringing the sales  increase for the first nine months to 6% above
the  comparable  period of fiscal 2001.  Sperry's  third  quarter and nine month
sales increases were largely the result of increased sales of women's products.

     International  revenues in the third  quarter of fiscal 2002 were 11% above
the  comparable  period of 2001, due  principally  to higher  shipments of Tommy
Hilfiger  and Sperry  Top-Sider  products.  For the first nine  months of fiscal
2002, International revenues increased 7% from the comparable period of 2001.

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

     During  the first  nine  months  of fiscal  2002,  gross  profit  decreased
slightly,  $0.9  million or 0.6% below the same  period of 2001.  This  decrease
compares favorably to the net sales decrease of 1.3% versus the same period last
year. The consolidated gross profit percentage for the first nine months of 2002
increased 30 basis points, finishing at 37.1% in 2002 compared to 36.8% in 2001.
The gross profit rate performance improved in the third quarter of 2002 compared
to the same  period in 2001,  37.1% in 2002  compared to 35.6% in the 2001 third
fiscal  quarter.  The  increased  promotional  sales  activity in support of the
wholesale  brands  sales  continued  into the  third  quarter.  This  negatively
impacted  the gross profit  comparisons.  Offsetting  the adverse  effect of the
wholesale units lower gross profit percentage were:  greater retail store sales,
which  generally have a greater gross profit  percentage;  higher retail average
selling prices; and lower  company-owned  retail store markdowns.  The Company's
LIFO provision had a favorable impact on gross profit  comparisons for the first
nine months of 2002,  with LIFO  decreasing  gross profit by $0.1 million  (less
than 0.1% of net sales) in 2002 compared to a reduction of $1.1 million (0.3% of
net sales) in 2001.

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

     Selling and  administrative  expenses  in the third  quarter of fiscal 2002
increased  6.7% versus the same  period in the prior  fiscal  year.  Selling and
administrative  expense  as a percent of net sales in the third  fiscal  quarter
increased  1.6  percentage  points from the same period in the prior year.  This
increase in the expense  level for the third  quarter was primarily due to costs
associated  with the  Company's  retail  expansion.  Selling and  administrative
expenses in the first nine months of fiscal 2002  decreased  $2.6  million or 2%
from  the  spending  level  in the  first  nine  months  of  2001.  Selling  and
administrative  expenses  as a percent  of net sales in the  first  nine  months
decreased  0.2  percentage  points  from the same  period of 2001 (28.3% in 2002
compared to 28.5% in 2001). The expense level in the first nine months of fiscal
2002 compared favorably to the same period in fiscal 2001. This

                                             13

PART I - FINANCIAL INFORMATION (Continued)

                                THE STRIDE RITE CORPORATION

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


improvement  was primarily due to the impact in the prior year of executive
termination  charges,  which  totaled  $1.8  million,  along  with  the  planned
reduction in advertising  spending and lower  operating  expenditures  in fiscal
2002 resulting from the corporate  restructuring initiated in the fourth quarter
of fiscal 2001.

     Advertising  expenses for the first nine months of fiscal 2002  represented
4.6% of net sales,  which were below the 5.8%  spending  rate in the  comparable
period of fiscal 2001. The reduction in advertising expense was primarily due to
lower Keds spending. In the prior year, additional Keds advertising spending was
used to support the launch of the updated  Champion  product line.  Distribution
expenses  represented 3.5% of net sales in the first nine months of fiscal 2002,
which was  favorable  to the 3.7% rate  during the  comparable  period of fiscal
2001. Retail store expenses were higher for the first nine months of fiscal 2002
due to the  number of  company-owned  new  stores  opened as part of our  retail
expansion,  53 by Stride  Rite  Children's  Group and 1 by Keds.  As  previously
announced, the Company successfully exited the operation of 46 leased department
stores during the second quarter of fiscal 2002. The costs of exiting the leased
department  store  business  were included as part of the  restructuring  charge
recorded  during the fourth quarter of fiscal 2001. The associated  reduction in
expense from exiting the leased  department  stores  partially 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  $8.7 million for the first nine months of fiscal 2002 compared to the
same period in the prior fiscal year and was partially  offset by a $2.1 million
cost savings in exiting the 46 leased department stores.

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

     Other  income  (expense)  increased  pre-tax  income by $0.1 million in the
first nine months of fiscal 2002  compared to an increase of $0.4 million in the
similar period of fiscal 2001. Interest income for the first nine months of 2002
was $1.0 million, down from the $2.5 million for the first nine months of fiscal
2001.  The  $1.5  million   decrease  in  interest   income  is  the  result  of
significantly  lower average  interest rates on  investments  during the current
year  as well  as the  realization  of a gain  in  fiscal  2001  on a  long-term
investment.  Interest  expense in the first nine months of fiscal 2002 decreased
to $0.6 million  compared to $1.4 million in 2001. The average  interest rate on
borrowed funds was 2.7% during the first nine months,  significantly  lower than
the 5.8% rate  during  the  comparable  period  last  year.  Average  short-term
borrowings in the first nine months of 2002 were $19.5  million,  29% lower than
the average borrowings of $27.6 million in the comparable period of fiscal 2001.



                                             14



<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 effective income tax rate was 31.8% for the first nine months of fiscal
2002 versus 32.4% for the same period in the prior  fiscal  year.  The lower tax
rate is based on the  year-end  projected  tax rate.  The tax rate in both years
reflects a  reduction  in the need for certain  tax  accruals  recorded in prior
periods, which were no longer required.

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

     Net income for the first nine months of fiscal 2002 increased $1.1 million,
up 4.5% from the income earned in the same period of fiscal 2001.  Lower selling
and  administrative  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 6.0% in
the first nine months of fiscal 2002 was  improved  versus the 5.7% in the first
nine months of 2001.

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

     At August 30, 2002, the Company's balance sheet reflects a current ratio of
4.4 to 1 with no long-term debt. The Company's cash and cash equivalents totaled
$74.0 million at the end of the latest quarter, well above the prior year's cash
and  cash   equivalents   total   of   $17.4   million.   When   combined   with
intermediate-term fixed income investments,  which are included in other assets,
total  available  cash and  investments  amounted to $74.3 million at August 30,
2002  compared  to $29.7  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 August 30, 2002 or August 31,
2001.

     During  the first nine  months of fiscal  2002,  $50.1  million of cash was
provided  from  operations.  This positive cash flow amount was favorable to the
$9.1 million of cash used by  operations  during the same period in fiscal 2001.
At August 30, 2002,  accounts  receivable  and inventory  levels  totaled $148.0
million,  a decrease  of $43.5  million or 23% below the  $191.5  million  asset
amount at the end of the third quarter of 2001.  Accounts  receivable at the end
of the third  quarter of 2002  decreased  $13.5  million or 16%  compared to the
prior year.  This compares  favorably to the 0.4% decrease in wholesale sales in
the third  quarter of fiscal 2002  versus the same period last year.  Days sales
outstanding  at the end of the third  quarter  were 45 days, a reduction of nine
days from the same quarter in the prior year.  Much of this  improvement  is the
result  of  more   effectively   pursuing  past  due  receivables  and  customer
chargebacks.  Inventories  were also  lower at the end of the third  quarter  of
2002,  down $30.1 million or 28% from the 2001 level.  This  continuation of the
improvement  seen in inventory  levels  during the first half of the year is the
result of a continued  effort to monitor  the  sell-through  performance  of our
larger retail customers to better forecast product demand.  Shortened lead times
have also allowed reductions in certain inventory quantities.

                                             15



<PAGE>


PART I - FINANCIAL INFORMATION (Continued)

                                THE STRIDE RITE CORPORATION

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

     Additions to property and equipment totaled $10.6 million in the first nine
months of fiscal 2002,  above the $8.1  million  spending for the same period in
fiscal 2001.  The increased  capital  expenditures  in fiscal 2002 resulted from
higher  spending on opening new retail stores  somewhat offset by lower spending
for  information  technology.  During the first nine months of 2002, the Company
repurchased   1,665,300  shares  of  its  common  stock  for  a  total  cost  of
approximately  $12.0 million. At August 30, 2002, the Company had 349,300 shares
remaining on the repurchase  authorization approved by the Board of Directors in
December 1999. Subsequently,  in September 2002 the Company's Board of Directors
reauthorized  the  repurchase  of an  additional 5 million  shares of its common
stock.

     We purchase the majority of our products from the  Asia-Pacific  region and
are dependent on  transporting  those products via ship to the West Coast of the
United  States.  For a period of time,  due to a West Coast labor  dispute,  the
shipping ports were closed, causing a disruption in the movement of goods to our
distribution  centers.  At this time, it is unclear how long this  disruption in
our receipt of goods will last. Depending upon the length of time of the product
delays to our  warehouses,  this could  result in our  customers  postponing  or
canceling orders. The corresponding financial impact, although uncertain,  could
adversely affect sales, profits and working capital levels in the fourth quarter
of fiscal 2002 and into fiscal 2003.


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
12a-14.  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.










                                                16

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:

                None

         (b)    Reports on Form 8-K
                -------------------

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










































                                  17


<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:  October 11, 2002             By:  /s/ Frank A. Caruso
                                    --------------------------
                                      Frank A. Caruso
                                      Chief Financial Officer








































                                             18


<PAGE>


I, David M. Chamberlain, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q for the period ending
      August 30, 2002 of The Stride Rite Corporation;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

      a. designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;
      b. evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and
      c. presented in this quarterly report our conclusions about the effective-
         ness of the disclosure controls and procedures based on our evaluation
         as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

      a. all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and
      b. any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.


Date: October 11, 2002                    /s/ David M. Chamberlain
      ------------------------            ------------------------------------
                                          David M. Chamberlain,
                                          Chairman and CEO

                                             19


<PAGE>


I, Frank A. Caruso, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q for the period ending
      August 30, 2002 of The Stride Rite Corporation;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

      a. designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;
      b. evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and
      c. presented in this quarterly report our conclusions about the effective-
         ness of the disclosure controls and procedures based on our evaluation
         as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

      a. all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and
      b. any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.


Date: October 11, 2002                    /s/ Frank A. Caruso
      ------------------------            ------------------------------------
                                          Frank A. Caruso
                                          Chief Financial Officer

                                             20