Registration Statement consists of 6 pages.
                      The Exhibit Index appears on page 4.
                                                               File No. 33-_____
     As filed with the Securities and Exchange Commission on June 21, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                             --------------------

                           THE STRIDE RITE CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

               MASSACHUSETTS                              04-1399290
    (State or other Jurisdiction of        (I.R.S. Employer Identification No.)
     Incorporation or Organization)

                                191 Spring Street
                            Lexington, MA 02421-8049
                   (Address of Principal Executive Offices)

                                (617) 824-6000
                         (Registrant's Telephone Number)

                           THE STRIDE RITE CORPORATION
                             1998 Stock Option Plan
           (formerly named the 1998 Long-Term Growth Incentive Plan)
                            (Full Title of the Plan)
                             --------------------

                                James A. Eskridge
               Chairman of the Board and Chief Executive Officer

                           THE STRIDE RITE CORPORATION
                                191 SPRING STREET
                       LEXINGTON, MASSACHUSETTS 02421-8049
                     (Name and Address of Agent for Service)

                                (617) 824-6000
         (Telephone Number, Including Area Code, of Agent for Service)

                                  With Copy to:
                            William V. Buccella, Esq.
                           Goodwin, Procter & Hoar LLP
                                 Exchange Place
                                Boston, MA 02109
                                 (617) 570-1000

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------

   Title of                        Proposed       Proposed
 Securities to   Amount to be      Maximum         Maximum        Amount of
      be        Registered (2)     Offering       Aggregate     Registration
 Registered(1)                    Price Per    Offering Price        Fee
                                      Share
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

Common Stock,
par value $.25     1,500,000     $10.5625(3)     $15,843,750       $4,405
per share           shares
-------------------------------------------------------------------------------
(1)  This Registration  Statement also pertains to The Stride Rite Corporation's
     Preferred  Stock  Purchase  Rights (the  "Rights")  issued  pursuant to the
     Rights Agreement between The Stride Rite Corporation and BankBoston,  N.A.,
     dated as of June 18,  1997.  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  additional  number of shares as may be required  pursuant to the
     Registrant's 1998 Stock Option Plan in the event of a stock dividend, stock
     split, split-up, recapitalization or other similar event.
(3)  Estimated  solely  for the  purposes  of  computing  the  registration  fee
     pursuant to Rule 457(h) and Rule 457(c)  under the  Securities  Act of 1933
     (the  "Securities  Act"), 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
     June 17, 1999.



<PAGE>


                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Certain Documents by Reference.

     The Stride Rite  Corporation  (the  "Registrant")  hereby  incorporates  by
reference the documents  listed in (a) through (e) below,  which have previously
been filed with the Securities and Exchange Commission (the "Commission"):

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          November 27, 1998;

     (b)  The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          February 26, 1999;

     (c)  The Registrant's  Registration Statement on Form S-8, Registration no.
          33-51163,  relating to the 1998 Stock Option Plan (formerly  named the
          1998 Long-Term Growth Incentive Plan);

     (d)  The  description  of the  Registrant's  common stock  contained in its
          Registration  Statement  dated  November 25, 1960 on Form 10 under the
          Securities and Exchange Act of 1934, as amended (the "Exchange  Act");
          and

     (e)  The  description of the  Registrant's  Preferred Stock Purchase Rights
          contained in the  Company's  registration  statement on Form 8-A under
          the Exchange Act dated July 1, 1997.

In  addition,  all  documents  subsequently  filed  with the  Commission  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 hereunder 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 a part hereof from the date of filing of such
documents.


Item 5.   Interests of Named Experts and Counsel.

     The validity of the shares to be offered hereby will be passed upon for the
Registrant by Goodwin, Procter & Hoar LLP, Boston, Massachusetts, counsel to the
Registrant.   Goodwin,  Procter  &  Hoar  LLP  receives  compensation  from  the
Registrant for rendering legal services.


Item 8.   Exhibits.

     (a) The following is a complete list of exhibits filed or  incorporated  by
reference as part of this Registration Statement.

Exhibit

     5.1   Opinion of Counsel,  Goodwin,  Procter & Hoar LLP, as to the legality
           of the securities being registered.
    23.1   Consent of Independent  Accountants, PricewaterhouseCoopers LLP
    23.2   Consent of Counsel, Goodwin, Procter & Hoar LLP (included in
           Exhibit 5.1 hereto).
    24.1   Powers  of  Attorney  (included  in  Part  II  of  this  Registration
           Statement).



<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  relating to the 1998 Stock  Option Plan to be signed on its behalf by
the  undersigned,  thereunto  duly  authorized,  in the City of  Lexington,  the
Commonwealth of Massachusetts, on this 17th day of June, 1999.

                                          THE STRIDE RITE CORPORATION


                                          By:  /s/ James A. Eskridge
                                               James A. Eskridge
                                               Chairman   of  the   Board  and
                                               Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

     Each person whose signature appears below constitutes and appoints James A.
Eskridge  and  William  V.  Buccella,  and each of them,  as her or his true and
lawful  attorney-in-fact and agent, with full power of substitution,  for her or
him and in her or his name,  place and stead,  in any and all capacities to sign
any  or  all  amendments  or  post-effective  amendments  to  this  Registration
Statement,  and to file the same, with all exhibits  thereto and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or her or his substitute, may lawfully do or cause to be done by virtue hereof.

       Signature                     Title                      Date




/s/ James A. Eskridge            Chairman of the Board and     June 17, 1999
---------------------------
James A. Eskridge                Chief Executive Officer




/s/ Warren Flick                 Director                      June 17, 1999
---------------------------
Warren Flick




/s/ Donald R. Gant               Director                      June 17, 1999
---------------------------
Donald R. Gant




/s/ Frank R. Mori                Director                      June 17, 1999
---------------------------
Frank R. Mori




/s/ Robert L. Seelert            Director                      June 17, 1999
---------------------------
Robert L. Seelert











                                   2
<PAGE>







/s/ Myles J. Slosberg            Director                      June 17, 1999
---------------------------
Myles J. Slosberg




/s/ W. Paul Tippett, Jr.         Director                      June 17, 1999
---------------------------
W. Paul Tippett, Jr.



/s/ Bruce Van Saun               Director                      June 17, 1999
---------------------------
Bruce Van Saun






















                                     3
<PAGE>


                                  EXHIBIT INDEX




                                                                   Sequential
Exhibit No. Description                                             Page No.

   5.1      Opinion  of  Counsel,  Goodwin,  Procter  &  Hoar  LLP,    5
            as to the legality of the securities being registered.

  23.1      Consent of Independent Accountants,                        6
            PricewaterhouseCoopers LLP

  23.2      Consent of Counsel, Goodwin, Procter & Hoar LLP (included
            in Exhibit 5.1 hereto).

  24.1      Powers  of  Attorney  (included  in  Part  II of  this
            Registration Statement).




















                                       4
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 11236}]
{"company-data": {"conformed-name": "STRIDE RITE CORP", "cik": "0000094887", "assigned-sic": "3140", "irs-number": "041399290", "state-of-incorporation": "MA", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81187", "film-number": "99649527"}, "business-address": {"street1": "191 SPRING STREET", "street2": "PO BOX 9191", "city": "LEXINGTON", "state": "MA", "zip": "02420", "phone": "6178246000"}, "former-company": {"former-conformed-name": "GREEN SHOE MANUFACTURING CO", "date-changed": "19720606"}}
Registration Statement consists of 6 pages.
                      The Exhibit Index appears on page 4.
                                                               File No. 33-_____
     As filed with the Securities and Exchange Commission on June 21, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                             --------------------

                           THE STRIDE RITE CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

               MASSACHUSETTS                              04-1399290
    (State or other Jurisdiction of        (I.R.S. Employer Identification No.)
     Incorporation or Organization)

                                191 Spring Street
                            Lexington, MA 02421-8049
                   (Address of Principal Executive Offices)

                                (617) 824-6000
                         (Registrant's Telephone Number)

                           THE STRIDE RITE CORPORATION
                             1998 Stock Option Plan
           (formerly named the 1998 Long-Term Growth Incentive Plan)
                            (Full Title of the Plan)
                             --------------------

                                James A. Eskridge
               Chairman of the Board and Chief Executive Officer

                           THE STRIDE RITE CORPORATION
                                191 SPRING STREET
                       LEXINGTON, MASSACHUSETTS 02421-8049
                     (Name and Address of Agent for Service)

                                (617) 824-6000
         (Telephone Number, Including Area Code, of Agent for Service)

                                  With Copy to:
                            William V. Buccella, Esq.
                           Goodwin, Procter & Hoar LLP
                                 Exchange Place
                                Boston, MA 02109
                                 (617) 570-1000

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------

   Title of                        Proposed       Proposed
 Securities to   Amount to be      Maximum         Maximum        Amount of
      be        Registered (2)     Offering       Aggregate     Registration
 Registered(1)                    Price Per    Offering Price        Fee
                                      Share
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

Common Stock,
par value $.25     1,500,000     $10.5625(3)     $15,843,750       $4,405
per share           shares
-------------------------------------------------------------------------------
(1)  This Registration  Statement also pertains to The Stride Rite Corporation's
     Preferred  Stock  Purchase  Rights (the  "Rights")  issued  pursuant to the
     Rights Agreement between The Stride Rite Corporation and BankBoston,  N.A.,
     dated as of June 18,  1997.  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  additional  number of shares as may be required  pursuant to the
     Registrant's 1998 Stock Option Plan in the event of a stock dividend, stock
     split, split-up, recapitalization or other similar event.
(3)  Estimated  solely  for the  purposes  of  computing  the  registration  fee
     pursuant to Rule 457(h) and Rule 457(c)  under the  Securities  Act of 1933
     (the  "Securities  Act"), 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
     June 17, 1999.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

     The Stride Rite  Corporation  (the  "Registrant")  hereby  incorporates  by
reference the documents  listed in (a) through (e) below,  which have previously
been filed with the Securities and Exchange Commission (the "Commission"):

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          November 27, 1998;

     (b)  The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          February 26, 1999;

     (c)  The Registrant's  Registration Statement on Form S-8, Registration no.
          33-51163,  relating to the 1998 Stock Option Plan (formerly  named the
          1998 Long-Term Growth Incentive Plan);

     (d)  The  description  of the  Registrant's  common stock  contained in its
          Registration  Statement  dated  November 25, 1960 on Form 10 under the
          Securities and Exchange Act of 1934, as amended (the "Exchange  Act");
          and

     (e)  The  description of the  Registrant's  Preferred Stock Purchase Rights
          contained in the  Company's  registration  statement on Form 8-A under
          the Exchange Act dated July 1, 1997.

In  addition,  all  documents  subsequently  filed  with the  Commission  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 hereunder 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 a part hereof from the date of filing of such
documents.

Item 5.   Interests of Named Experts and Counsel.

     The validity of the shares to be offered hereby will be passed upon for the
Registrant by Goodwin, Procter & Hoar LLP, Boston, Massachusetts, counsel to the
Registrant.   Goodwin,  Procter  &  Hoar  LLP  receives  compensation  from  the
Registrant for rendering legal services.

Item 8.   Exhibits.

     (a) The following is a complete list of exhibits filed or  incorporated  by
reference as part of this Registration Statement.

Exhibit

     5.1   Opinion of Counsel,  Goodwin,  Procter & Hoar LLP, as to the legality
           of the securities being registered.
    23.1   Consent of Independent  Accountants, PricewaterhouseCoopers LLP
    23.2   Consent of Counsel, Goodwin, Procter & Hoar LLP (included in
           Exhibit 5.1 hereto).
    24.1   Powers  of  Attorney  (included  in  Part  II  of  this  Registration
           Statement).
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  relating to the 1998 Stock  Option Plan to be signed on its behalf by
the  undersigned,  thereunto  duly  authorized,  in the City of  Lexington,  the
Commonwealth of Massachusetts, on this 17th day of June, 1999.

                                          THE STRIDE RITE CORPORATION

                                          By:  /s/ James A. Eskridge
                                               James A. Eskridge
                                               Chairman   of  the   Board  and
                                               Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

     Each person whose signature appears below constitutes and appoints James A.
Eskridge  and  William  V.  Buccella,  and each of them,  as her or his true and
lawful  attorney-in-fact and agent, with full power of substitution,  for her or
him and in her or his name,  place and stead,  in any and all capacities to sign
any  or  all  amendments  or  post-effective  amendments  to  this  Registration
Statement,  and to file the same, with all exhibits  thereto and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or her or his substitute, may lawfully do or cause to be done by virtue hereof.

       Signature                     Title                      Date

/s/ James A. Eskridge            Chairman of the Board and     June 17, 1999
---------------------------
James A. Eskridge                Chief Executive Officer

/s/ Warren Flick                 Director                      June 17, 1999
---------------------------
Warren Flick

/s/ Donald R. Gant               Director                      June 17, 1999
---------------------------
Donald R. Gant

/s/ Frank R. Mori                Director                      June 17, 1999
---------------------------
Frank R. Mori

/s/ Robert L. Seelert            Director                      June 17, 1999
---------------------------
Robert L. Seelert

                                   2
/s/ Myles J. Slosberg            Director                      June 17, 1999
---------------------------
Myles J. Slosberg

/s/ W. Paul Tippett, Jr.         Director                      June 17, 1999
---------------------------
W. Paul Tippett, Jr.

/s/ Bruce Van Saun               Director                      June 17, 1999
---------------------------
Bruce Van Saun

                                     3
EXHIBIT INDEX

                                                                   Sequential
Exhibit No. Description                                             Page No.

   5.1      Opinion  of  Counsel,  Goodwin,  Procter  &  Hoar  LLP,    5
            as to the legality of the securities being registered.

  23.1      Consent of Independent Accountants,                        6
            PricewaterhouseCoopers LLP

  23.2      Consent of Counsel, Goodwin, Procter & Hoar LLP (included
            in Exhibit 5.1 hereto).

  24.1      Powers  of  Attorney  (included  in  Part  II of  this
            Registration Statement).

                                       4