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 registrant as specified in its charter)

        Massachusetts                             04-1399290
---------------------------------            -----------------------
(State or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)            Identification No.)

     191 Spring Street
     Lexington, Massachusetts                      02173-9191
---------------------------------            -----------------------
(Address of Principal Executive Offices)           (Zip Code)

                           THE STRIDE RITE CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
                     ------------------------------------
                              (Full title of Plan)

                              Karen K. Crider, Esq.
                           The Stride Rite Corporation
                                191 Spring Street
                       Lexington, Massachusetts 02173-9191
                                 (617) 824-6036
                             -------------------
                          (Name, address, and telephone
                          number, including area code,
                              of agent for service)

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        registered         share(1)     price(1)     fee
-------------------------------------------------------------------------------

The Stride Rite
<S>                     <C>             <C>         <C>           <C>
Corporation Common      694,719         $8.125      $5,645,000    $1,710.60
Stock (par value
$.25 per share)
</TABLE>




<PAGE>



1.  Pursuant  to Rule  457(h) and Rule  457(c)  under 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,  par value $.25 per share,  on the New York Stock Exchange on October 24,
1996.

This Registration  Statement,  including all exhibits and attachments,  contains
159 pages. The exhibit index may be found on page 8.













































                                       2


<PAGE>







PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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 1, 1995;

          (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.

     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.  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

     The validity of the shares to be offered hereby will be passed upon for the
Company by Goodwin, Procter & Hoar LLP, Boston, Massachusetts.




                                      3


<PAGE>







Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's  Restated  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 Restated 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.


                                       4


<PAGE>








    (ii)  Rights  Agreement  dated  July 2,  1987,  as  amended  on May 1, 1989,
          between the Registrant and The First National Bank of Boston.

   (iii)    The Stride Rite Corporation Employee Stock Purchase Plan.

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

23        (i) The consent of  Goodwin,  Procter & Hoar LLP is  contained  in the
          opinion filed as Exhibit 5 to this Registration Statement.

    (ii)  Consent of Coopers & Lybrand LLP

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;

      (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.
Notwithstanding the foregoing,  any increase or decrease in volume in securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective 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 Securities  Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.



                                      5


<PAGE>







      (2) that for the purpose of determining any liability under the Securities
Act of 1933,  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 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 of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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 of 1933 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.














                                     6


<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  Town  of  Lexington,   Commonwealth  of
Massachusetts, on October 17, 1996.

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:   October 17, 1996                Date:   October 17, 1996

     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:   October 17, 1996                Date:   October 17, 1996


 /s/ Margaret A. McKenna                 /s/             Frank R. Mori
-----------------------------           ------------------------------
Margaret A. McKenna, Director           Frank R. Mori, Director

Date:   October 17, 1996                Date:   October 17, 1996


 /s/     Myles J. Slosberg               /s/    W. Paul Tippett, Jr.
-----------------------------           ------------------------------
Myles J. Slosberg, Director             W. Paul Tippett, Director

Date:   October 17, 1996                Date:   October 17, 1996


 /s/     Robert Seelert                  /s/    Jeanette S. Wagner
-----------------------------           -----------------------------
Robert Seelert, Director                Jeanette S. Wagner, Director

Date:   October 17, 1996                Date:   October 17, 1996

                                     7


<PAGE>








                                  Exhibit Index


Exhibit Number            Exhibit Name                         Page Number

     4     (i)  Restated Articles of Organization                     9
                of the Registrant with amendments
                thereto.

          (ii)  Rights Agreement dated July 2, 1987,                 64
                as amended on May 1, 1989, between
                the Registrant and The First National
                Bank of Boston.

         (iii)  The Stride Rite Corporation Employee                153
                Stock Purchase Plan.

     5          Opinion of Goodwin, Procter &                       157
                Hoar LLP 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

          (ii)  Consent of Coopers & Lybrand                        159

























                                    8


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17396}]
{"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": "333-14837", "film-number": "96647876"}, "business-address": {"street1": "191 SPRING STREET", "street2": "PO BOX 9191", "city": "LEXINGTON", "state": "MA", "zip": "02173-9191", "phone": "617-824-6000"}, "former-company": {"former-conformed-name": "GREEN SHOE MANUFACTURING CO", "date-changed": "19720606"}}
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 registrant as specified in its charter)

        Massachusetts                             04-1399290
---------------------------------            -----------------------
(State or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)            Identification No.)

     191 Spring Street
     Lexington, Massachusetts                      02173-9191
---------------------------------            -----------------------
(Address of Principal Executive Offices)           (Zip Code)

                           THE STRIDE RITE CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
                     ------------------------------------
                              (Full title of Plan)

                              Karen K. Crider, Esq.
                           The Stride Rite Corporation
                                191 Spring Street
                       Lexington, Massachusetts 02173-9191
                                 (617) 824-6036
                             -------------------
                          (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        registered         share(1)     price(1)     fee
-------------------------------------------------------------------------------

The Stride Rite
Corporation Common      694,719         $8.125      $5,645,000    $1,710.60
Stock (par value
$.25 per share)
1.  Pursuant  to Rule  457(h) and Rule  457(c)  under 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,  par value $.25 per share,  on the New York Stock Exchange on October 24,
1996.

This Registration  Statement,  including all exhibits and attachments,  contains
159 pages. The exhibit index may be found on page 8.

                                       2
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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 1, 1995;

          (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.

     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.  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

     The validity of the shares to be offered hereby will be passed upon for the
Company by Goodwin, Procter & Hoar LLP, Boston, Massachusetts.

                                      3
Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's  Restated  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 Restated 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.

                                       4
(ii)  Rights  Agreement  dated  July 2,  1987,  as  amended  on May 1, 1989,
          between the Registrant and The First National Bank of Boston.

   (iii)    The Stride Rite Corporation Employee Stock Purchase Plan.

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

23        (i) The consent of  Goodwin,  Procter & Hoar LLP is  contained  in the
          opinion filed as Exhibit 5 to this Registration Statement.

    (ii)  Consent of Coopers & Lybrand LLP

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;

      (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.
Notwithstanding the foregoing,  any increase or decrease in volume in securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective 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 Securities  Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.

                                      5
(2) that for the purpose of determining any liability under the Securities
Act of 1933,  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 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 of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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 of 1933 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.

                                     6
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  Town  of  Lexington,   Commonwealth  of
Massachusetts, on October 17, 1996.

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:   October 17, 1996                Date:   October 17, 1996

     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:   October 17, 1996                Date:   October 17, 1996

 /s/ Margaret A. McKenna                 /s/             Frank R. Mori
-----------------------------           ------------------------------
Margaret A. McKenna, Director           Frank R. Mori, Director

Date:   October 17, 1996                Date:   October 17, 1996

 /s/     Myles J. Slosberg               /s/    W. Paul Tippett, Jr.
-----------------------------           ------------------------------
Myles J. Slosberg, Director             W. Paul Tippett, Director

Date:   October 17, 1996                Date:   October 17, 1996

 /s/     Robert Seelert                  /s/    Jeanette S. Wagner
-----------------------------           -----------------------------
Robert Seelert, Director                Jeanette S. Wagner, Director

Date:   October 17, 1996                Date:   October 17, 1996

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Exhibit Index

Exhibit Number            Exhibit Name                         Page Number

     4     (i)  Restated Articles of Organization                     9
                of the Registrant with amendments
                thereto.

          (ii)  Rights Agreement dated July 2, 1987,                 64
                as amended on May 1, 1989, between
                the Registrant and The First National
                Bank of Boston.

         (iii)  The Stride Rite Corporation Employee                153
                Stock Purchase Plan.

     5          Opinion of Goodwin, Procter &                       157
                Hoar LLP 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

          (ii)  Consent of Coopers & Lybrand                        159

                                    8