REGISTRATION NO. 33-         

                      SECURITIES AND EXCHANGE COMMISSION                       
                             Washington, DC 20549 
                   ________________________________________ 
                                   FORM S-8 
                            REGISTRATION STATEMENT 
                                    UNDER 
                          THE SECURITIES ACT OF 1933 
                          __________________________ 
 
                          THE STRIDE RITE CORPORATION             
              __________________________________________________ 
              (Exact name of Issuer as specified in its charter) 
 
        Massachusetts                             04-1399290      
_________________________________            _______________________ 
(State or other jurisdiction                 (I.R.S. Employer 
of incorporation or organization)            Identification No.) 
 
     Five Cambridge Center 
     Cambridge, Massachusetts                       02142         
_________________________________            _______________________ 
(Address of Principal Executive Offices)     (Zip Code) 
 
                         THE STRIDE RITE CORPORATION 
                     1995 LONG-TERM GROWTH INCENTIVE PLAN 
                     ____________________________________      
                             (Full title of Plan) 
 
                            Karen K. Crider, Esq. 
                         The Stride Rite Corporation 
                            Five Cambridge Center 
                        Cambridge, Massachusetts 02142 
                                (617) 499-6036      
                             ___________________ 
                        (Name, address, and telephone 
                         number, including area code, 
                            of agent for service) 
<PAGE>
                       CALCULATION OF REGISTRATION FEE 
<TABLE>
 
<CAPTION>
                                        Proposed     Proposed 
                                        maximum      maximum 
Title of             Amount             offering     aggregate    Amount of
securities to        to be              price per    offering     registration
be registered(1)     registered(2)      share(3)     price(3)     fee
______________________________________________________________________________ 

The Stride Rite      
<S>                  <C>                <C>          <C>          <C>
Corporation Common   2,400,000          $12.4375     $29,850,000  $10,293.10
Stock (par value     
$.25 per share)
</TABLE>

 
1.   This Registration Statement also pertains to The Stride Rite 
     Corporation's Preferred Stock Purchase Rights (the "Rights").  
     Until the occurrence of certain prescribed events, the Rights are 
     not exercisable, are evidenced by the certificates for the Common 
     Stock and will be transferred along with and only with such 
     securities.  Thereafter, separate Rights certificates will be 
     issued representing one Right for each share of Common stock 
     held, subject to adjustment pursuant to anti-dilution provisions. 
 
2.   Plus such indeterminate number of shares as may be issued to 
     prevent dilution resulting from stock splits, stock dividends or 
     similar transactions in accordance with Rule 416 under the 
     Securities Act of 1933. 
 
3.   Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act 
     of 1933, the proposed maximum offering price per share and the 
     registration fee are based on the reported average of the high 
     and low prices for the Registrant's Common Stock on the New York 
     Stock Exchange on April 8, 1995. 
 
This Registration Statement, including all exhibits and attachments, 
contains 23 pages.  The exhibit index may be found on page 9. 


<PAGE>
PART I -INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS(1) 
 
Item 1.   Plan Information 
 
Item 2.   Registrant Information and Employee Plan Annual Information. 
 
PART II -INFORMATION NOT REQUIRED IN PROSPECTUS 
 
Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 
 
     The following documents filed with the Securities and Exchange 
Commission are incorporated by reference into this Prospectus: 
 
          (a)  The Company's Annual Report on Form 10-K for its fiscal 
year ended December 2, 1994; 
 
          (b)  All other reports filed pursuant to Section 13(a) or 
15(d) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act") since the end of the fiscal year covered by the annual 
report referred to in paragraph (a) above; and 
 
          (c)  The description of Common Stock of the Company and the 
rights of holders thereof contained in the Company's registration 
statement on Form 10 under the Exchange Act dated November 25, 1960 filed with 
the Commission. 
 
          (d)  The description of the company's Preferred Stock 
Purchase Rights contained in the Company's registration statement on 
Form 10 under the Exchange Act dated November 25, 1960 filed with the 
Commission.  

     All documents subsequently filed by the Company pursuant to 
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing 
of a post-effective amendment which indicates that all securities 
offered have been sold or which deregisters all securities then 
remaining unsold, shall be deemed to be incorporated by reference in 
this Registration Statement and to be part hereof from their 
respective dates of filing (such documents, and the documents 
enumerated above, being hereinafter referred to as "Incorporated 
Documents"); provided, however that the documents enumerated above or 
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 
14 and 15(d) of the Exchange Act in each year during which the offering 
made by this Registration Statement is in effect prior to the filing 
with the Commission of the Company's Annual Report on Form 10-K 
covering such year shall not be Incorporated Documents or be 
incorporated by reference in this Registration Statement or be a part 
hereof from and after the filing of such Annual Report on Form 10-K. 

 
- -----------------------------
(1)    This information is not required to be included in, and is not 
incorporated by reference in, this Registration Statement. 

<PAGE>
     Any statement contained in an Incorporated Document shall be 
deemed to be modified or superseded for purposes of this Registration 
Statement to the extent that a statement contained herein or in any 
other subsequently filed Incorporated Document modifies or supersedes 
such statement.  Any such statement so modified or superseded shall 
not be deemed, except as so modified or superseded, to constitute a 
part of this Registration Statement. 
 
Item 4.   DESCRIPTION OF SECURITIES 
 
     Inapplicable. 
 
Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL 
 
     Inapplicable. 
 
Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS 
 
     The Company's Articles of Organization provide that each person 
who serves or has served as a director or in any other office filled 
by election or appointment by the Stockholders or the Board of 
Directors or, in the case of an organization other than a corporation, 
by an equivalent body (an "Officer") of the Company (and his heirs or 
personal representatives) shall be indemnified by the Company against 
all liability fixed by a judgment, order, decree, or award in any 
action, suit or proceeding, civil or criminal, brought or threatened 
in or before any court, tribunal, administrative or legislative body 
or agency (a "Proceeding"), any amount reasonably paid in settlement 
of a Proceeding and any professional fees and other disbursements
reasonably incurred in a Proceeding ("Expenses") incurred by him in 
connection with a Proceeding in which he is involved as a result of 
his serving or having served as an Officer of the Company or, at the 
request of the Company, as an Officer of any other organization in 
which the Company owns shares or of which it is a creditor, except 
with respect to a matter as to which it shall have been adjudicated in 
any Proceeding that he did not act in good faith in the reasonable 
belief that his action was in the best interests of the Company.  In 
the event that a Proceeding is compromised or settled so as to impose 
any liability or obligation upon an Officer or the Company, no 
indemnification shall be provided to the Officer with respect to a 
matter if the Company has obtained an opinion of counsel that with 
respect to that matter the Officer did not act in good faith in the 
reasonable belief that his action was in the best interests of the 
Company. 
 
     In addition, the Articles of Organization provide that a director 
of the Company shall not be liable to the Company or its stockholders 
for monetary damages for breach of fiduciary duty as a director, 
except to the extent such exemption from liability or limitation 
thereof is not permitted under the Massachusetts Business Corporation 
Law. 
<PAGE>
     As permitted by Massachusetts law, the Company has purchased 
directors' and officers' liability insurance, which insures against 
certain losses arising from claims against directors or officers of 
the Company by reason of certain acts, including a breach of duty, 
neglect, error, misstatement misleading statement, omission or other 
act done or wrongfully attempted or any of the foregoing so alleged by 
any claimant or any claim against an officer or director of the 
Company solely by reason of his or her being such officer or director. 

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED 
 
     Inapplicable. 
 
Item 8.   EXHIBITS 
 
     The following exhibits are filed as part of this Registration 
Statement: 
 
4    (i)  Restated Articles of Organization of the Registrant with 
          amendments thereto through November 28, 1986 --Such 
          document was filed as Exhibit 3(i) to the Registrant's Form 
          10-K for the fiscal year ended November 28, 1986 and is 
          incorporated herein by reference. 

    (ii)  Articles of Amendment dated April 7, 1987 to Restated 
          Articles of Organization --Such document was filed as 
          Exhibit 3 to Registrant's Form 10-Q for the fiscal period 
          ended February 27, 1987 and is incorporated herein by 
          reference. 
 
   (iii)  Articles of Amendment dated December 16, 1987 to Restated 
          Articles of Organization of the Registrant --Such document 
          was filed as Exhibit 3(iii) to Registrant's Form 10-K for 
          the fiscal year ended November 27, 1987 and is incorporated 
          herein by reference. 
 
    (iv)  Articles of Amendment dated December 3, 1991 to the Restated 
          Articles of Organization of the Registrant --Such document 
          was filed as Exhibit 3(iv) to Registrant's Form 10-K for the 
          fiscal year ended November 29, 1991 and is incorporated 
          herein by reference. 
 
     (v)  Rights Agreement dated July 2, 1987, as amended on May 1, 
          1989, between the Registrant and The First National Bank of 
          Boston --Such document was filed as an exhibit to 
          Registrant's Form 8 dated May 4, 1989 and its Form 8-K dated 
          June 27, 1989 and is incorporated herein by reference. 
 
    (vi)  Note Purchase Agreement dated September 23, 1977 --Such 
          document was filed as Exhibit 4(ii) to the Registrant's Form 
          10-K for the fiscal year ended November 28, 1986 and is 
          incorporated herein by reference. 
<PAGE>
5         Opinion of Goodwin, Procter & Hoar as to the legality of the 
          securities being registered. 
 
23   (i)  The consent of Goodwin, Procter & Hoar is contained in the 
          opinion filed as Exhibit 5 to this Registration Statement. 
 
    (ii)  Consent of Coopers & Lybrand 
 
99        The Stride Rite Corporation 1995 Long-Term Growth Incentive Plan. 
 
 
Item 9.   UNDERTAKINGS 
 
     (a)  The undersigned Registrant hereby undertakes (1) to file, 
during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement:  (i) to include 
any prospectus required by section 10(a)(3) of the Securities Act of 
1933, as amended (the "Securities Act"), (ii) to reflect in the 
prospectus any facts or events arising after the effective date of the 
Registration Statement (or the most recent post-effective amendment 
thereof) which, individually or in the aggregate, represent a 
fundamental change in the information set forth in the Registration 
Statement, (iii) to include any material information with respect to 
the plan of distribution not previously disclosed in the Registration 
Statement or any material change to such information in the 
Registration Statement; provided, however, that paragraphs (a)(1)(i) 
and (a)(1)(ii) of this section do not apply if the Registration 
Statement is on Form S-3, Form S-8 or Form F-3, and the information 
required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed with or furnished to 
the Commission by the Registrant pursuant to section 13 or section 
15(d) of the Exchange Act that are incorporated by reference in the 
Registration Statement; (2) that for the purpose of determining any 
liability under the Securities Act, each such post-effective amendment 
shall be deemed to be a new registration statement relating to the 
securities offered therein and the offering of such securities at that 
time shall be deemed to be the initial bona fide offering thereof; and 
(3) to remove from registration by means of a post-effective amendment 
any of securities being registered which remain unsold at the 
termination of the offering. 
 
     (b)  The undersigned Registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act, each 
filing of the Registrant's annual report pursuant to section 13(a) or 
section 15(d) of the Exchange Act (and, where applicable, each filing 
of an employee benefit plan's annual report pursuant to Section 15(d) 
of the Exchange Act) that is incorporated by reference in the 
Registration Statement shall be deemed to be a new registration 
statement relating to the securities offered therein, and the offering 
of such securities at that time shall be deemed to be the initial bona 
fide offering thereof. 
<PAGE>
     (c)  Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling 
persons of the Registrant pursuant to the foregoing provisions, or 
otherwise, the Registrant has been advised that, in the opinion of the 
Commission such indemnification is against public policy as expressed 
in the Securities Act and is, therefore, unenforceable.  In the event 
that a claim for indemnification against such liabilities (other than 
the payment by the Registrant of expenses incurred or paid by a 
director, officer or controlling person of the Registrant in the 
successful defense of any action, suit or proceeding) is asserted by 
such director, officer or controlling person in connection with the 
securities being registered, the Registrant will, unless in the 
opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question 
of whether such indemnification by it is against public policy as 
expressed in the Securities Act and will be governed by the final 
adjudication of such issue. 


<PAGE>
                                  SIGNATURES 
 
     THE REGISTRANT.  Pursuant to the requirements of the Securities 
Act of 1933 (as amended), the Registrant certifies that it has 
reasonable grounds to believe that it meets all of the requirements 
for filing on Form S-8 and has duly caused this Registration Statement 
to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Cambridge, Commonwealth of Massachusetts, 
on April 12, 1995. 
 
THE STRIDE RITE CORPORATION             THE STRIDE RITE CORPORATION 
 
By:   /s/  John M. Kelliher             By:   /s/  Robert C. Siegel    
   __________________________              ___________________________ 
   John M. Kelliher, Vice                  Robert C. Siegel, Chairman 
   President, Finance                      of the Board, President and 
   Treasurer and Controller                Chief Executive Officer 
   (Principal Accounting Officer) 
 
Date:   April 12, 1995                  Date:   April 12, 1995 
 
     Pursuant to the requirements of the Securities Act of 1933 (as 
amended), this Registration Statement has been signed by the following 
persons in the capacities and on the date indicated. 
 
 /s/     Robert C. Siegel                /s/    Donald R. Gant         
_____________________________           ______________________________ 
Robert C. Siegel, Chairman of           Donald R. Gant, Director 
the Board of Directors, President 
and Chief Executive Officer 
 
Date:   April 12, 1995                  Date:   April 12, 1995 
 
 /s/     Theodore Levitt                 /s/    Margaret A. McKenna    
_____________________________           ______________________________ 
Theodore Levitt, Director               Margaret A. McKenna, Director 
 
Date:   April 12, 1995                  Date:   April 12, 1995 

 /s/     Myles J. Slosberg               /s/    W. Paul Tippett, Jr. 
_____________________________           ______________________________ 
Myles J. Slosberg, Director             W. Paul Tippett, Director 
 
Date:   April 12, 1995                  Date:   April 12, 1995 
 
 /s/     Robert Seelert                  /s/    Jeanette S. Wagner 
_____________________________           _____________________________ 
Robert Seelert, Director                Jeanette S. Wagner, Director 

Date:   April 12, 1995                  Date:   April 12, 1995 <PAGE>

                                Exhibit Index 
 
 
Exhibit Number           Exhibit Name                  Page Number 
 
     5              Opinion of Goodwin, Procter &          10
                    Hoar as to the legality of the 
                    securities being registered 
 
     23(i)          Consent of Goodwin, Procter &          --
                    Hoar is contained in Exhibit 5 
                    to this Registration Statement 
 
     23(ii)         Consent of Coopers & Lybrand L.L.P.    12
 
     99             The Stride Rite Corporation            13
                    1995 Long-Term Growth Incentive 
                    Plan
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18700}]
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REGISTRATION NO. 33-         

                      SECURITIES AND EXCHANGE COMMISSION                       
                             Washington, DC 20549 
                   ________________________________________ 
                                   FORM S-8 
                            REGISTRATION STATEMENT 
                                    UNDER 
                          THE SECURITIES ACT OF 1933 
                          __________________________ 
 
                          THE STRIDE RITE CORPORATION             
              __________________________________________________ 
              (Exact name of Issuer as specified in its charter) 
 
        Massachusetts                             04-1399290      
_________________________________            _______________________ 
(State or other jurisdiction                 (I.R.S. Employer 
of incorporation or organization)            Identification No.) 
 
     Five Cambridge Center 
     Cambridge, Massachusetts                       02142         
_________________________________            _______________________ 
(Address of Principal Executive Offices)     (Zip Code) 
 
                         THE STRIDE RITE CORPORATION 
                     1995 LONG-TERM GROWTH INCENTIVE PLAN 
                     ____________________________________      
                             (Full title of Plan) 
 
                            Karen K. Crider, Esq. 
                         The Stride Rite Corporation 
                            Five Cambridge Center 
                        Cambridge, Massachusetts 02142 
                                (617) 499-6036      
                             ___________________ 
                        (Name, address, and telephone 
                         number, including area code, 
                            of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed     Proposed 
                                        maximum      maximum 
Title of             Amount             offering     aggregate    Amount of
securities to        to be              price per    offering     registration
be registered(1)     registered(2)      share(3)     price(3)     fee
______________________________________________________________________________ 

The Stride Rite
Corporation Common   2,400,000          $12.4375     $29,850,000  $10,293.10
Stock (par value     
$.25 per share)
1.   This Registration Statement also pertains to The Stride Rite 
     Corporation's Preferred Stock Purchase Rights (the "Rights").  
     Until the occurrence of certain prescribed events, the Rights are 
     not exercisable, are evidenced by the certificates for the Common 
     Stock and will be transferred along with and only with such 
     securities.  Thereafter, separate Rights certificates will be 
     issued representing one Right for each share of Common stock 
     held, subject to adjustment pursuant to anti-dilution provisions. 
 
2.   Plus such indeterminate number of shares as may be issued to 
     prevent dilution resulting from stock splits, stock dividends or 
     similar transactions in accordance with Rule 416 under the 
     Securities Act of 1933. 
 
3.   Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act 
     of 1933, the proposed maximum offering price per share and the 
     registration fee are based on the reported average of the high 
     and low prices for the Registrant's Common Stock on the New York 
     Stock Exchange on April 8, 1995. 
 
This Registration Statement, including all exhibits and attachments, 
contains 23 pages.  The exhibit index may be found on page 9.
PART I -INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS(1) 
 
Item 1.   Plan Information 
 
Item 2.   Registrant Information and Employee Plan Annual Information. 
 
PART II -INFORMATION NOT REQUIRED IN PROSPECTUS 
 
Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 
 
     The following documents filed with the Securities and Exchange 
Commission are incorporated by reference into this Prospectus: 
 
          (a)  The Company's Annual Report on Form 10-K for its fiscal 
year ended December 2, 1994; 
 
          (b)  All other reports filed pursuant to Section 13(a) or 
15(d) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act") since the end of the fiscal year covered by the annual 
report referred to in paragraph (a) above; and 
 
          (c)  The description of Common Stock of the Company and the 
rights of holders thereof contained in the Company's registration 
statement on Form 10 under the Exchange Act dated November 25, 1960 filed with 
the Commission. 
 
          (d)  The description of the company's Preferred Stock 
Purchase Rights contained in the Company's registration statement on 
Form 10 under the Exchange Act dated November 25, 1960 filed with the 
Commission.  

     All documents subsequently filed by the Company pursuant to 
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing 
of a post-effective amendment which indicates that all securities 
offered have been sold or which deregisters all securities then 
remaining unsold, shall be deemed to be incorporated by reference in 
this Registration Statement and to be part hereof from their 
respective dates of filing (such documents, and the documents 
enumerated above, being hereinafter referred to as "Incorporated 
Documents"); provided, however that the documents enumerated above or 
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 
14 and 15(d) of the Exchange Act in each year during which the offering 
made by this Registration Statement is in effect prior to the filing 
with the Commission of the Company's Annual Report on Form 10-K 
covering such year shall not be Incorporated Documents or be 
incorporated by reference in this Registration Statement or be a part 
hereof from and after the filing of such Annual Report on Form 10-K. 

 
- -----------------------------
(1)    This information is not required to be included in, and is not 
incorporated by reference in, this Registration Statement.
Any statement contained in an Incorporated Document shall be 
deemed to be modified or superseded for purposes of this Registration 
Statement to the extent that a statement contained herein or in any 
other subsequently filed Incorporated Document modifies or supersedes 
such statement.  Any such statement so modified or superseded shall 
not be deemed, except as so modified or superseded, to constitute a 
part of this Registration Statement. 
 
Item 4.   DESCRIPTION OF SECURITIES 
 
     Inapplicable. 
 
Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL 
 
     Inapplicable. 
 
Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS 
 
     The Company's Articles of Organization provide that each person 
who serves or has served as a director or in any other office filled 
by election or appointment by the Stockholders or the Board of 
Directors or, in the case of an organization other than a corporation, 
by an equivalent body (an "Officer") of the Company (and his heirs or 
personal representatives) shall be indemnified by the Company against 
all liability fixed by a judgment, order, decree, or award in any 
action, suit or proceeding, civil or criminal, brought or threatened 
in or before any court, tribunal, administrative or legislative body 
or agency (a "Proceeding"), any amount reasonably paid in settlement 
of a Proceeding and any professional fees and other disbursements
reasonably incurred in a Proceeding ("Expenses") incurred by him in 
connection with a Proceeding in which he is involved as a result of 
his serving or having served as an Officer of the Company or, at the 
request of the Company, as an Officer of any other organization in 
which the Company owns shares or of which it is a creditor, except 
with respect to a matter as to which it shall have been adjudicated in 
any Proceeding that he did not act in good faith in the reasonable 
belief that his action was in the best interests of the Company.  In 
the event that a Proceeding is compromised or settled so as to impose 
any liability or obligation upon an Officer or the Company, no 
indemnification shall be provided to the Officer with respect to a 
matter if the Company has obtained an opinion of counsel that with 
respect to that matter the Officer did not act in good faith in the 
reasonable belief that his action was in the best interests of the 
Company. 
 
     In addition, the Articles of Organization provide that a director 
of the Company shall not be liable to the Company or its stockholders 
for monetary damages for breach of fiduciary duty as a director, 
except to the extent such exemption from liability or limitation 
thereof is not permitted under the Massachusetts Business Corporation 
Law.
As permitted by Massachusetts law, the Company has purchased 
directors' and officers' liability insurance, which insures against 
certain losses arising from claims against directors or officers of 
the Company by reason of certain acts, including a breach of duty, 
neglect, error, misstatement misleading statement, omission or other 
act done or wrongfully attempted or any of the foregoing so alleged by 
any claimant or any claim against an officer or director of the 
Company solely by reason of his or her being such officer or director. 

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED 
 
     Inapplicable. 
 
Item 8.   EXHIBITS 
 
     The following exhibits are filed as part of this Registration 
Statement: 
 
4    (i)  Restated Articles of Organization of the Registrant with 
          amendments thereto through November 28, 1986 --Such 
          document was filed as Exhibit 3(i) to the Registrant's Form 
          10-K for the fiscal year ended November 28, 1986 and is 
          incorporated herein by reference. 

    (ii)  Articles of Amendment dated April 7, 1987 to Restated 
          Articles of Organization --Such document was filed as 
          Exhibit 3 to Registrant's Form 10-Q for the fiscal period 
          ended February 27, 1987 and is incorporated herein by 
          reference. 
 
   (iii)  Articles of Amendment dated December 16, 1987 to Restated 
          Articles of Organization of the Registrant --Such document 
          was filed as Exhibit 3(iii) to Registrant's Form 10-K for 
          the fiscal year ended November 27, 1987 and is incorporated 
          herein by reference. 
 
    (iv)  Articles of Amendment dated December 3, 1991 to the Restated 
          Articles of Organization of the Registrant --Such document 
          was filed as Exhibit 3(iv) to Registrant's Form 10-K for the 
          fiscal year ended November 29, 1991 and is incorporated 
          herein by reference. 
 
     (v)  Rights Agreement dated July 2, 1987, as amended on May 1, 
          1989, between the Registrant and The First National Bank of 
          Boston --Such document was filed as an exhibit to 
          Registrant's Form 8 dated May 4, 1989 and its Form 8-K dated 
          June 27, 1989 and is incorporated herein by reference. 
 
    (vi)  Note Purchase Agreement dated September 23, 1977 --Such 
          document was filed as Exhibit 4(ii) to the Registrant's Form 
          10-K for the fiscal year ended November 28, 1986 and is 
          incorporated herein by reference.
5         Opinion of Goodwin, Procter & Hoar as to the legality of the 
          securities being registered. 
 
23   (i)  The consent of Goodwin, Procter & Hoar is contained in the 
          opinion filed as Exhibit 5 to this Registration Statement. 
 
    (ii)  Consent of Coopers & Lybrand 
 
99        The Stride Rite Corporation 1995 Long-Term Growth Incentive Plan. 
 
 
Item 9.   UNDERTAKINGS 
 
     (a)  The undersigned Registrant hereby undertakes (1) to file, 
during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement:  (i) to include 
any prospectus required by section 10(a)(3) of the Securities Act of 
1933, as amended (the "Securities Act"), (ii) to reflect in the 
prospectus any facts or events arising after the effective date of the 
Registration Statement (or the most recent post-effective amendment 
thereof) which, individually or in the aggregate, represent a 
fundamental change in the information set forth in the Registration 
Statement, (iii) to include any material information with respect to 
the plan of distribution not previously disclosed in the Registration 
Statement or any material change to such information in the 
Registration Statement; provided, however, that paragraphs (a)(1)(i) 
and (a)(1)(ii) of this section do not apply if the Registration 
Statement is on Form S-3, Form S-8 or Form F-3, and the information 
required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed with or furnished to 
the Commission by the Registrant pursuant to section 13 or section 
15(d) of the Exchange Act that are incorporated by reference in the 
Registration Statement; (2) that for the purpose of determining any 
liability under the Securities Act, each such post-effective amendment 
shall be deemed to be a new registration statement relating to the 
securities offered therein and the offering of such securities at that 
time shall be deemed to be the initial bona fide offering thereof; and 
(3) to remove from registration by means of a post-effective amendment 
any of securities being registered which remain unsold at the 
termination of the offering. 
 
     (b)  The undersigned Registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act, each 
filing of the Registrant's annual report pursuant to section 13(a) or 
section 15(d) of the Exchange Act (and, where applicable, each filing 
of an employee benefit plan's annual report pursuant to Section 15(d) 
of the Exchange Act) that is incorporated by reference in the 
Registration Statement shall be deemed to be a new registration 
statement relating to the securities offered therein, and the offering 
of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.
(c)  Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling 
persons of the Registrant pursuant to the foregoing provisions, or 
otherwise, the Registrant has been advised that, in the opinion of the 
Commission such indemnification is against public policy as expressed 
in the Securities Act and is, therefore, unenforceable.  In the event 
that a claim for indemnification against such liabilities (other than 
the payment by the Registrant of expenses incurred or paid by a 
director, officer or controlling person of the Registrant in the 
successful defense of any action, suit or proceeding) is asserted by 
such director, officer or controlling person in connection with the 
securities being registered, the Registrant will, unless in the 
opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question 
of whether such indemnification by it is against public policy as 
expressed in the Securities Act and will be governed by the final 
adjudication of such issue.
SIGNATURES 
 
     THE REGISTRANT.  Pursuant to the requirements of the Securities 
Act of 1933 (as amended), the Registrant certifies that it has 
reasonable grounds to believe that it meets all of the requirements 
for filing on Form S-8 and has duly caused this Registration Statement 
to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Cambridge, Commonwealth of Massachusetts, 
on April 12, 1995. 
 
THE STRIDE RITE CORPORATION             THE STRIDE RITE CORPORATION 
 
By:   /s/  John M. Kelliher             By:   /s/  Robert C. Siegel    
   __________________________              ___________________________ 
   John M. Kelliher, Vice                  Robert C. Siegel, Chairman 
   President, Finance                      of the Board, President and 
   Treasurer and Controller                Chief Executive Officer 
   (Principal Accounting Officer) 
 
Date:   April 12, 1995                  Date:   April 12, 1995 
 
     Pursuant to the requirements of the Securities Act of 1933 (as 
amended), this Registration Statement has been signed by the following 
persons in the capacities and on the date indicated. 
 
 /s/     Robert C. Siegel                /s/    Donald R. Gant         
_____________________________           ______________________________ 
Robert C. Siegel, Chairman of           Donald R. Gant, Director 
the Board of Directors, President 
and Chief Executive Officer 
 
Date:   April 12, 1995                  Date:   April 12, 1995 
 
 /s/     Theodore Levitt                 /s/    Margaret A. McKenna    
_____________________________           ______________________________ 
Theodore Levitt, Director               Margaret A. McKenna, Director 
 
Date:   April 12, 1995                  Date:   April 12, 1995 

 /s/     Myles J. Slosberg               /s/    W. Paul Tippett, Jr. 
_____________________________           ______________________________ 
Myles J. Slosberg, Director             W. Paul Tippett, Director 
 
Date:   April 12, 1995                  Date:   April 12, 1995 
 
 /s/     Robert Seelert                  /s/    Jeanette S. Wagner 
_____________________________           _____________________________ 
Robert Seelert, Director                Jeanette S. Wagner, Director 

Date:   April 12, 1995                  Date:   April 12, 1995
Exhibit Index 
 
 
Exhibit Number           Exhibit Name                  Page Number 
 
     5              Opinion of Goodwin, Procter &          10
                    Hoar as to the legality of the 
                    securities being registered 
 
     23(i)          Consent of Goodwin, Procter &          --
                    Hoar is contained in Exhibit 5 
                    to this Registration Statement 
 
     23(ii)         Consent of Coopers & Lybrand L.L.P.    12
 
     99             The Stride Rite Corporation            13
                    1995 Long-Term Growth Incentive 
                    Plan