As filed with the Securities and Exchange Commission on June 6, 2003
                                                Registration No. 333-_____

===============================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                  Saucony, Inc.
             (Exact Name Of Registrant As Specified In Its Charter)

         Massachusetts                                  04-1465840
(State Or Other Jurisdiction                (I.R.S. Employer Identification No.)
 Of Incorporation Or Organization)

13 Centennial Drive, Peabody, Massachusetts             01960
(Address Of Principal Executive Offices)             (Zip Code)


                            2003 Stock Incentive Plan
                            (Full Title Of The Plan)

                                  Michael Umana
                 Chief Operating Officer, Senior Vice President,
                      Finance and Chief Financial Officer
                               13 Centennial Drive
                                Peabody, Ma 01960
                     (Name And Address Of Agent For Service)

                                 (978) 532-9000
          (Telephone Number, Including Area Code, Of Agent For Service)

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE

========================== ==================== ====================== ====================== ======================
 Title of Each Class of                           Proposed Maximum       Proposed Maximum
    Securities to be          Amount to be       Offering Price Per     Aggregate Offering          Amount of
       Registered             Registered(1)             Share                  Price            Registration Fee
-------------------------- -------------------- ---------------------- ---------------------- ----------------------
<S>                          <C>                     <C>                  <C>                        <C>
Class A Common Stock,
$.33-1/3 par value per
share                        250,000 shares          $11.35 (2)           $2,837,500 (2)             $230.00

Class B Common Stock,
$.33-1/3 par value per
share                       1,750,000 shares         $11.45 (2)           $20,037,500 (2)           $1,622.00

-------------------------- -------------------- ---------------------- ---------------------- ----------------------
Total:                      2,000,000 shares             --              $22,875,000                $1,852.00
========================== ==================== ====================== ====================== ======================
</TABLE>
<PAGE>


(1)  In accordance  with Rule 416 under the  Securities Act of 1933, as amended,
     this  registration  statement  shall  be  deemed  to cover  any  additional
     securities  that may from time to time be  offered  or  issued  to  prevent
     dilution   resulting  from  stock  splits,   stock   dividends  or  similar
     transactions.


(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rules  457(c) and  457(h) of the  Securities  Act of 1933,  as
     amended,  and based upon the average of the high and low sale prices of the
     Registrant's Class A Common Stock and Class B Common Stock, as the case may
     be, as reported on The NASDAQ National Market on June 3, 2003.

                                EXPLANATORY NOTE

     At  the  2003  Annual  Meeting  of   Stockholders   of  Saucony,   Inc.,  a
Massachusetts corporation (the "Registrant"), the stockholders of the Registrant
approved the Registrant's 2003 Stock Incentive Plan (the "Plan"), authorizing an
aggregate of 1,750,000  shares,  which may be either shares of the  Registrant's
Class A common stock, $.33-1/3 par value per share (the "Class A Common Stock");
or Class B common  stock,  $.33-1/3  par value per  share  (the  "Class B Common
Stock"),  for issuance  under the Plan.  This  Registration  Statement  has been
prepared in accordance  with the  requirements  of Form S-8 under the Securities
Act to register  250,000 shares of Class A Common Stock and 1,750,000  shares of
Class B Common  Stock  under the Plan.  Because  the Plan,  as  approved  by the
Registrant's  stockholders,  contemplates  that either  Class A Common  Stock or
Class B Common  Stock  may be  issued,  this  Registration  Statement  covers an
aggregate of 2,000,000  shares (250,000 shares more than the shares approved for
issuance under the Plan) in order to provide the Registrant with  flexibility in
allocating  grants  under the Plan among Class A Common  Stock-based  grants and
Class B Common  Stock-based  grants.  The Registrant will not issue more than an
aggregate of 1,750,000 of the shares  registered  hereby unless  stockholder and
corporate  approvals  authorizing  the issuance of  additional  shares under the
Plan, to the extent required under  applicable laws and  regulations,  are first
obtained.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1. Plan Information.

     The  information  required by Item 1 is included in documents sent or given
to participants in the plans covered by this registration  statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

     Item 2. Registrant Information and Employee Plan Annual Information.

     The written  statement  required by Item 2 is included in documents sent or
given to  participants  in the  plans  covered  by this  registration  statement
pursuant to Rule 428(b)(1) of the Securities Act.
<PAGE>

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

     The Registrant is subject to the informational  and reporting  requirements
of Sections  13(a),  14, and 15(d) of the  Securities  Exchange Act of 1934,  as
amended (the "Exchange Act"), and in accordance  therewith files reports,  proxy
statements and other  information  with the  Securities and Exchange  Commission
(the  "Commission").  The  following  documents,  which  are on  file  with  the
Commission, are incorporated in this registration statement by reference:

(a)  The  Registrant's  latest annual report filed  pursuant to Section 13(a) or
     15(d) of the Exchange Act or the latest  prospectus  filed pursuant to Rule
     424(b) under the Securities Act that contains audited financial  statements
     for the Registrant's latest fiscal year for which such statements have been
     filed.

(b)  All other reports filed  pursuant to Section 13(a) or 15(d) of the Exchange
     Act since the end of the fiscal year covered by the document referred to in
     (a) above.

(c)  The   description   of  the  securities   contained  in  the   Registrant's
     registration  statement on Form 8-A filed under the Exchange Act, including
     any amendment or report filed for the purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby 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 the  date of the  filing  of such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be deemed to be modified or  superseded  for the  purposes of this
registration statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any 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.

     Not  applicable.

     Item 5. Interests of Named Experts and Counsel.

     Hale and Dorr LLP has opined as to the  legality  of the  securities  being
offered by this registration statement.  David E. Redlick, a partner of Hale and
Dorr LLP, serves as Clerk to the Registrant.

     Item 6. Indemnification of Directors and Officers.

     Consistent with applicable  provisions of Chapter 156B of the Massachusetts
General Laws, the Registrant's  Restated  Articles of  Organization,  as amended
(the "Articles of  Organization"),  provide that the Registrant's  directors and
officers  may be  indemnified  by the  Registrant  from and  against any claims,
liabilities  and expenses to which they may become  subject by reason of being a
director or officer, except with respect to any matter as to which such director
or officer shall have been adjudicated by a court of competent  jurisdiction not
to have acted in good faith in the reasonable  belief that his or her action was
in the best interests of the Registrant.
<PAGE>

     Generally,  Article 6 of the  Articles  of  Organization  provides  for the
indemnification of directors and officers of the Registrant against  liabilities
and expenses arising out of legal proceedings  brought against them by reason of
their status of service as directors or officers or by reason of their  agreeing
to serve, at the request of the Registrant, as a director or officer of, or in a
similar capacity with,  another  organization or in any capacity with respect to
any employee  benefit  plan of the  Registrant.  Under  Article 6, a director or
officer  of the  Registrant  will  be  indemnified  by the  Registrant  for  all
expenses,  judgments,  fines and amounts paid in settlement of such proceedings,
even if he or she is not  successful  on the merits,  if he or she acted in good
faith and in a manner he or she reasonably  believed to be in the best interests
of the Registrant.

     The Articles of Organization establish the presumption that the director or
officer has met the applicable standard of conduct required for indemnification.
The  indemnification  above will be made unless the  Registrant  determines,  by
clear and convincing  evidence,  that the applicable standard of conduct has not
been met.  Such a  determination  would be made by a majority of a quorum of the
directors,  independent legal counsel,  the stockholders or a court of competent
jurisdiction. The Board of Directors can authorize advancing litigation expenses
to a director or officer at his request upon receipt of an  undertaking  by such
director or officer to repay such expenses if it is ultimately  determined  that
he or she is not entitled to indemnification for such expenses.

     The  Articles  of  Organization  also  provide  that,  in  the  event  of a
determination  by the  Registrant  that a director  or officer  did not meet the
standard of conduct required for indemnification,  or if the Registrant fails to
make an  indemnification  payment or an advance of expenses within 60 days after
such payment is claimed by a director or officer,  such  director or officer can
petition the court to make an independent determination of whether such director
or  officer  is  entitled  to  indemnification.  The  Articles  of  Organization
explicitly  provide for  partial  indemnification  of costs and  expenses in the
event that a director or officer is not entitled to full indemnification.

     The  Registrant  has  purchased and maintains  insurance  coverage  under a
policy  insuring  directors  and  officers  of the  Registrant  against  certain
liabilities  which they may incur as  directors  or officers of the  Registrant,
which may include coverage for liabilities arising under the Securities Act.

     Item 7. Exemption from Registration Claimed.

     Not applicable.

     Item 8. Exhibits.

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

     Item 9. Undertakings.

     1.   Item 512(a) of  Regulation  S-K.  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;

               (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; and
<PAGE>

               (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
                    (i) and (ii) do not apply if 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.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     2.   Item 512(b) of  Regulation  S-K.  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  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.

     3.   Item  512(h)  of  Regulation  S-K.  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 Securities and Exchange  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
          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

     Pursuant to the  requirements of the Securities Act of 1933, 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 Peabody, Massachusetts, on this 6th day of June, 2003.

                                        SAUCONY, INC.



                                        By:   /s/ Michael Umana
                                        ---------------------------
                                              Michael Umana
                                              Chief Operating Officer,
                                              Senior Vice President, Finance and
                                              Chief Financial Officer
<PAGE>

                        POWER OF ATTORNEY AND SIGNATURES

     We, the  undersigned  officers  and  directors  of  Saucony,  Inc.,  hereby
severally  constitute  and appoint  John H. Fisher,  Michael  Umana and David E.
Redlick,  and each of them singly, our true and lawful attorneys with full power
to  them,  and  each of them  singly,  to sign  for us and in our  names  in the
capacities  indicated  below,  the  registration  statement  on Form  S-8  filed
herewith and any and all subsequent  amendments to said registration  statement,
and  generally  to do all such  things  in our  names  and on our  behalf in our
capacities as officers and directors to enable Saucony,  Inc. to comply with the
provisions of the Securities Act of 1933, as amended,  and all  requirements  of
the  Securities  and Exchange  Commission,  hereby  ratifying and confirming our
signatures as they may be signed by our said attorneys,  or any of them, to said
registration statement and any and all amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

       Signature                    Title                             Date
       ---------                    -----                             ----


/s/ John H. Fisher             Chairman of the Board,              June 6, 2003
John H. Fisher                 President and Chief Executive
                               Officer (Principal Executive
                               Officer)


/s/ Charles A. Gottesman       Vice Chairman of the Board,         June 6, 2003
Charles A. Gottesman           Executive Vice President,
                               Business Development


/s/ Michael Umana              Chief Operating Officer,            June 6, 2003
Michael Umana                  Senior Vice President, Finance
                               and Chief Financial Officer
                               (Principal Financial Officer)


/s/ Roger P. Deschenes         Vice President, Controller and      June 6, 2003
Roger P. Deschenes             Chief Accounting Officer
                               (Principal Accounting Officer)


/s/ Jonathan O. Lee            Director                            June 6, 2003
Jonathan O. Lee


/s/ Robert J. Lefort, Jr.      Director                            June 6, 2003
Robert J. Lefort, Jr.


/s/ John J. Neuhauser          Director                            June 6, 2003
John J. Neuhauser

<PAGE>


                                INDEX TO EXHIBITS
                                -----------------

Number             Description
------             -----------

4.1       Restated Articles of Organization,  as amended,  of the Registrant was
          previously  filed with the  Securities  and Exchange  Commission as an
          Exhibit to the Registrant's  Current Report on Form 8-K, dated May 21,
          1998, and is incorporated in this registration statement by reference.

4.2       By-Laws,  as amended, of the Registrant were previously filed with the
          Securities and Exchange  Commission as an Exhibit to the  Registrant's
          Annual  Report on Form 10-K for the fiscal year ended  January 3, 2003
          and are incorporated in this registration statement by reference.

5.1       Opinion of Hale and Dorr LLP, counsel to the Registrant.

23.1      Consent of Hale and Dorr LLP is  included  in  Exhibit  5.1 filed with
          this registration statement.

23.2      Consent of Deloitte & Touche LLP.

23.3      Consent of PricewaterhouseCoopers LLP.

24.1      Power  of  attorney  is  included  on  the  signature  pages  of  this
          registration statement.

99.1      2003 Stock Incentive Plan.
[{"type": "S-8", "sequence": "1", "filename": "plan.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 21533}]
{"company-data": {"conformed-name": "SAUCONY INC", "cik": "0000049401", "assigned-sic": "3021", "irs-number": "041465840", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105886", "film-number": "03735149"}, "business-address": {"street1": "13 CENTENNIAL DR", "street2": "CENTENNIAL INDUSTRIAL PK", "city": "PEABODY", "state": "MA", "zip": "01961", "phone": "5085329000"}, "mail-address": {"street1": "13 CENTENNIAL DRIVE", "street2": "CENTENNIAL INDUSTRIAL PARK", "city": "PEABODY", "state": "MA", "zip": "01960"}, "former-company": [{"former-conformed-name": "HYDE ATHLETIC INDUSTRIES INC", "date-changed": "19920703"}, {"former-conformed-name": "HYDE A R & SONS CO", "date-changed": "19701030"}]}
As filed with the Securities and Exchange Commission on June 6, 2003
                                                Registration No. 333-_____

===============================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                  Saucony, Inc.
             (Exact Name Of Registrant As Specified In Its Charter)

         Massachusetts                                  04-1465840
(State Or Other Jurisdiction                (I.R.S. Employer Identification No.)
 Of Incorporation Or Organization)

13 Centennial Drive, Peabody, Massachusetts             01960
(Address Of Principal Executive Offices)             (Zip Code)

                            2003 Stock Incentive Plan
                            (Full Title Of The Plan)

                                  Michael Umana
                 Chief Operating Officer, Senior Vice President,
                      Finance and Chief Financial Officer
                               13 Centennial Drive
                                Peabody, Ma 01960
                     (Name And Address Of Agent For Service)

                                 (978) 532-9000
          (Telephone Number, Including Area Code, Of Agent For Service)
CALCULATION OF REGISTRATION FEE

========================== ==================== ====================== ====================== ======================
 Title of Each Class of                           Proposed Maximum       Proposed Maximum
    Securities to be          Amount to be       Offering Price Per     Aggregate Offering          Amount of
       Registered             Registered(1)             Share                  Price            Registration Fee
-------------------------- -------------------- ---------------------- ---------------------- ----------------------
Class A Common Stock,
$.33-1/3 par value per
share                        250,000 shares          $11.35 (2)           $2,837,500 (2)             $230.00

Class B Common Stock,
$.33-1/3 par value per
share                       1,750,000 shares         $11.45 (2)           $20,037,500 (2)           $1,622.00

-------------------------- -------------------- ---------------------- ---------------------- ----------------------
Total:                      2,000,000 shares             --              $22,875,000                $1,852.00
========================== ==================== ====================== ====================== ======================
(1)  In accordance  with Rule 416 under the  Securities Act of 1933, as amended,
     this  registration  statement  shall  be  deemed  to cover  any  additional
     securities  that may from time to time be  offered  or  issued  to  prevent
     dilution   resulting  from  stock  splits,   stock   dividends  or  similar
     transactions.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rules  457(c) and  457(h) of the  Securities  Act of 1933,  as
     amended,  and based upon the average of the high and low sale prices of the
     Registrant's Class A Common Stock and Class B Common Stock, as the case may
     be, as reported on The NASDAQ National Market on June 3, 2003.

                                EXPLANATORY NOTE

     At  the  2003  Annual  Meeting  of   Stockholders   of  Saucony,   Inc.,  a
Massachusetts corporation (the "Registrant"), the stockholders of the Registrant
approved the Registrant's 2003 Stock Incentive Plan (the "Plan"), authorizing an
aggregate of 1,750,000  shares,  which may be either shares of the  Registrant's
Class A common stock, $.33-1/3 par value per share (the "Class A Common Stock");
or Class B common  stock,  $.33-1/3  par value per  share  (the  "Class B Common
Stock"),  for issuance  under the Plan.  This  Registration  Statement  has been
prepared in accordance  with the  requirements  of Form S-8 under the Securities
Act to register  250,000 shares of Class A Common Stock and 1,750,000  shares of
Class B Common  Stock  under the Plan.  Because  the Plan,  as  approved  by the
Registrant's  stockholders,  contemplates  that either  Class A Common  Stock or
Class B Common  Stock  may be  issued,  this  Registration  Statement  covers an
aggregate of 2,000,000  shares (250,000 shares more than the shares approved for
issuance under the Plan) in order to provide the Registrant with  flexibility in
allocating  grants  under the Plan among Class A Common  Stock-based  grants and
Class B Common  Stock-based  grants.  The Registrant will not issue more than an
aggregate of 1,750,000 of the shares  registered  hereby unless  stockholder and
corporate  approvals  authorizing  the issuance of  additional  shares under the
Plan, to the extent required under  applicable laws and  regulations,  are first
obtained.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1. Plan Information.

     The  information  required by Item 1 is included in documents sent or given
to participants in the plans covered by this registration  statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

     Item 2. Registrant Information and Employee Plan Annual Information.

     The written  statement  required by Item 2 is included in documents sent or
given to  participants  in the  plans  covered  by this  registration  statement
pursuant to Rule 428(b)(1) of the Securities Act.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

     The Registrant is subject to the informational  and reporting  requirements
of Sections  13(a),  14, and 15(d) of the  Securities  Exchange Act of 1934,  as
amended (the "Exchange Act"), and in accordance  therewith files reports,  proxy
statements and other  information  with the  Securities and Exchange  Commission
(the  "Commission").  The  following  documents,  which  are on  file  with  the
Commission, are incorporated in this registration statement by reference:

(a)  The  Registrant's  latest annual report filed  pursuant to Section 13(a) or
     15(d) of the Exchange Act or the latest  prospectus  filed pursuant to Rule
     424(b) under the Securities Act that contains audited financial  statements
     for the Registrant's latest fiscal year for which such statements have been
     filed.

(b)  All other reports filed  pursuant to Section 13(a) or 15(d) of the Exchange
     Act since the end of the fiscal year covered by the document referred to in
     (a) above.

(c)  The   description   of  the  securities   contained  in  the   Registrant's
     registration  statement on Form 8-A filed under the Exchange Act, including
     any amendment or report filed for the purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby 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 the  date of the  filing  of such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be deemed to be modified or  superseded  for the  purposes of this
registration statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any 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.

     Not  applicable.

     Item 5. Interests of Named Experts and Counsel.

     Hale and Dorr LLP has opined as to the  legality  of the  securities  being
offered by this registration statement.  David E. Redlick, a partner of Hale and
Dorr LLP, serves as Clerk to the Registrant.

     Item 6. Indemnification of Directors and Officers.

     Consistent with applicable  provisions of Chapter 156B of the Massachusetts
General Laws, the Registrant's  Restated  Articles of  Organization,  as amended
(the "Articles of  Organization"),  provide that the Registrant's  directors and
officers  may be  indemnified  by the  Registrant  from and  against any claims,
liabilities  and expenses to which they may become  subject by reason of being a
director or officer, except with respect to any matter as to which such director
or officer shall have been adjudicated by a court of competent  jurisdiction not
to have acted in good faith in the reasonable  belief that his or her action was
in the best interests of the Registrant.
Generally,  Article 6 of the  Articles  of  Organization  provides  for the
indemnification of directors and officers of the Registrant against  liabilities
and expenses arising out of legal proceedings  brought against them by reason of
their status of service as directors or officers or by reason of their  agreeing
to serve, at the request of the Registrant, as a director or officer of, or in a
similar capacity with,  another  organization or in any capacity with respect to
any employee  benefit  plan of the  Registrant.  Under  Article 6, a director or
officer  of the  Registrant  will  be  indemnified  by the  Registrant  for  all
expenses,  judgments,  fines and amounts paid in settlement of such proceedings,
even if he or she is not  successful  on the merits,  if he or she acted in good
faith and in a manner he or she reasonably  believed to be in the best interests
of the Registrant.

     The Articles of Organization establish the presumption that the director or
officer has met the applicable standard of conduct required for indemnification.
The  indemnification  above will be made unless the  Registrant  determines,  by
clear and convincing  evidence,  that the applicable standard of conduct has not
been met.  Such a  determination  would be made by a majority of a quorum of the
directors,  independent legal counsel,  the stockholders or a court of competent
jurisdiction. The Board of Directors can authorize advancing litigation expenses
to a director or officer at his request upon receipt of an  undertaking  by such
director or officer to repay such expenses if it is ultimately  determined  that
he or she is not entitled to indemnification for such expenses.

     The  Articles  of  Organization  also  provide  that,  in  the  event  of a
determination  by the  Registrant  that a director  or officer  did not meet the
standard of conduct required for indemnification,  or if the Registrant fails to
make an  indemnification  payment or an advance of expenses within 60 days after
such payment is claimed by a director or officer,  such  director or officer can
petition the court to make an independent determination of whether such director
or  officer  is  entitled  to  indemnification.  The  Articles  of  Organization
explicitly  provide for  partial  indemnification  of costs and  expenses in the
event that a director or officer is not entitled to full indemnification.

     The  Registrant  has  purchased and maintains  insurance  coverage  under a
policy  insuring  directors  and  officers  of the  Registrant  against  certain
liabilities  which they may incur as  directors  or officers of the  Registrant,
which may include coverage for liabilities arising under the Securities Act.

     Item 7. Exemption from Registration Claimed.

     Not applicable.

     Item 8. Exhibits.

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

     Item 9. Undertakings.

     1.   Item 512(a) of  Regulation  S-K.  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;

               (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; and
(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
                    (i) and (ii) do not apply if 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.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     2.   Item 512(b) of  Regulation  S-K.  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  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.

     3.   Item  512(h)  of  Regulation  S-K.  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 Securities and Exchange  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
          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

     Pursuant to the  requirements of the Securities Act of 1933, 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 Peabody, Massachusetts, on this 6th day of June, 2003.

                                        SAUCONY, INC.

                                        By:   /s/ Michael Umana
                                        ---------------------------
                                              Michael Umana
                                              Chief Operating Officer,
                                              Senior Vice President, Finance and
                                              Chief Financial Officer
POWER OF ATTORNEY AND SIGNATURES

     We, the  undersigned  officers  and  directors  of  Saucony,  Inc.,  hereby
severally  constitute  and appoint  John H. Fisher,  Michael  Umana and David E.
Redlick,  and each of them singly, our true and lawful attorneys with full power
to  them,  and  each of them  singly,  to sign  for us and in our  names  in the
capacities  indicated  below,  the  registration  statement  on Form  S-8  filed
herewith and any and all subsequent  amendments to said registration  statement,
and  generally  to do all such  things  in our  names  and on our  behalf in our
capacities as officers and directors to enable Saucony,  Inc. to comply with the
provisions of the Securities Act of 1933, as amended,  and all  requirements  of
the  Securities  and Exchange  Commission,  hereby  ratifying and confirming our
signatures as they may be signed by our said attorneys,  or any of them, to said
registration statement and any and all amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

       Signature                    Title                             Date
       ---------                    -----                             ----

/s/ John H. Fisher             Chairman of the Board,              June 6, 2003
John H. Fisher                 President and Chief Executive
                               Officer (Principal Executive
                               Officer)

/s/ Charles A. Gottesman       Vice Chairman of the Board,         June 6, 2003
Charles A. Gottesman           Executive Vice President,
                               Business Development

/s/ Michael Umana              Chief Operating Officer,            June 6, 2003
Michael Umana                  Senior Vice President, Finance
                               and Chief Financial Officer
                               (Principal Financial Officer)

/s/ Roger P. Deschenes         Vice President, Controller and      June 6, 2003
Roger P. Deschenes             Chief Accounting Officer
                               (Principal Accounting Officer)

/s/ Jonathan O. Lee            Director                            June 6, 2003
Jonathan O. Lee

/s/ Robert J. Lefort, Jr.      Director                            June 6, 2003
Robert J. Lefort, Jr.

/s/ John J. Neuhauser          Director                            June 6, 2003
John J. Neuhauser
INDEX TO EXHIBITS
                                -----------------

Number             Description
------             -----------

4.1       Restated Articles of Organization,  as amended,  of the Registrant was
          previously  filed with the  Securities  and Exchange  Commission as an
          Exhibit to the Registrant's  Current Report on Form 8-K, dated May 21,
          1998, and is incorporated in this registration statement by reference.

4.2       By-Laws,  as amended, of the Registrant were previously filed with the
          Securities and Exchange  Commission as an Exhibit to the  Registrant's
          Annual  Report on Form 10-K for the fiscal year ended  January 3, 2003
          and are incorporated in this registration statement by reference.

5.1       Opinion of Hale and Dorr LLP, counsel to the Registrant.

23.1      Consent of Hale and Dorr LLP is  included  in  Exhibit  5.1 filed with
          this registration statement.

23.2      Consent of Deloitte & Touche LLP.

23.3      Consent of PricewaterhouseCoopers LLP.

24.1      Power  of  attorney  is  included  on  the  signature  pages  of  this
          registration statement.

99.1      2003 Stock Incentive Plan.