REGISTRATION NO. 33-         
                      SECURITIES AND EXCHANGE COMMISSION                      
                             Washington, DC 20549
                   ________________________________________
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                          THE STRIDE RITE CORPORATION            
              (Exact name of Issuer as specified in its charter)

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

     Five Cambridge Center
     Cambridge, Massachusetts                       02142        
(Address of Principal Executive Offices)     (Zip Code)

                         THE STRIDE RITE CORPORATION
               1994 NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN
                             (Full title of Plan)

                            Karen K. Crider, Esq.
                         The Stride Rite Corporation
                            Five Cambridge Center
                        Cambridge, Massachusetts 02142
                                (617) 499-6036     
                        (Name, address, and telephone
                         number, including area code,
                            of agent for service)

                       CALCULATION OF REGISTRATION FEE
<TABLE>

<CAPTION>
                                            Proposed    Proposed
                                            maximum     maximum
Title of                  Amount            offering    aggregate    Amount of
securities to             to be             price per   offering     registration
be registered(1)          registered(2)     share       price(3)     fee          

The Stride Rite     
<S>                       <C>               <C>         <C>          <C>
Corporation Common        100,000           $12.3125    $1,231,250   $424.57
Stock (par value          shares
$.25 per share)                                                      
</TABLE>
<PAGE>
1.   This Registration Statement also pertains to The Stride Rite
     Corporation's Preferred Stock Purchase Rights (the "Rights"). 
     Until the occurrence of certain prescribed events, the Rights are
     not exercisable, are evidenced by the certificates for the Common
     Stock and will be transferred along with and only with such
     securities.  Thereafter, separate Rights certificates will be
     issued representing one Right for each share of Common stock
     held, subject to adjustment pursuant to anti-dilution provisions.

2.   Plus such indeterminate number of shares as may be issued to
     prevent dilution resulting from stock splits, stock dividends or
     similar transactions in accordance with Rule 416 under the
     Securities Act of 1933.

3.   Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
     of 1933, the proposed maximum offering price per share and the
     registration fee are based on the reported average of the high
     and low prices for the Registrant's Common Stock on the New York
     Stock Exchange on June 29, 1994.


This Registration Statement, including all exhibits and attachments,
contains 16 pages.  The exhibit index may be found on page 9.

<PAGE>
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS(1)

Item 1.   Plan Information

Item 2.   Registrant Information and Employee Plan Annual Information.

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed with the Securities and Exchange
Commission are incorporated by reference into this Prospectus:

          (a)  The Company's Annual Report on Form 10-K for its fiscal
year ended December 3, 1993;

          (b)  All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by the annual
report referred to in paragraph (a) above; and

          (c)  The description of Common Stock of the Company and the
rights of holders thereof contained in the Company's registration
statement on Form 10 under the Exchange Act dated November 25, 1960 filed with
the Commission.

          (d)  The description of the company's Preferred Stock
Purchase Rights contained in the Company's registration statement on
Form 10 under the Exchange Act dated November 25, 1960 filed with the 
Commission. 

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





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

<PAGE>


     Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes
such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.

Item 4.   DESCRIPTION OF SECURITIES

     Inapplicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Inapplicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's Articles of Organization provide that each person
who serves or has served as a director or in any other office filled
by election or appointment by the Stockholders or the Board of
Directors or, in the case of an organization other than a corporation,
by an equivalent body (an "Officer") of the Company (and his heirs or
personal representatives) shall be indemnified by the Company against
all liability fixed by a judgment, order, decree, or award in any
action, suit or proceeding, civil or criminal, brought or threatened
in or before any court, tribunal, administrative or legislative body
or agency (a "Proceeding"), any amount reasonably paid in settlement
of a Proceeding and any professional fees and other disbursements
reasonably incurred in a Proceeding ("Expenses") incurred by him in
connection with a Proceeding in which he is involved as a result of
his serving or having served as an Officer of the Company or, at the
request of the Company, as an Officer of any other organization in
which the Company owns shares or of which it is a creditor, except
with respect to a matter as to which it shall have been adjudicated in
any Proceeding that he did not act in good faith in the reasonable
belief that his action was in the best interests of the Company.  In
the event that a Proceeding is compromised or settled so as to impose
any liability or obligation upon an Officer or the Company, no
indemnification shall be provided to the Officer with respect to a
matter if the Company has obtained an opinion of counsel that with
respect to that matter the Officer did not act in good faith in the
reasonable belief that his action was in the best interests of the
Company.

     In addition, the Articles of Organization provide that a director
of the Company shall not be liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation
thereof is not permitted under the Massachusetts Business Corporation
Law.

     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.

<PAGE>

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Inapplicable.

Item 8.   EXHIBITS

     The following exhibits are filed as part of this Registration
Statement:

4    (i)  Restated Articles of Organization of the Registrant with
          amendments thereto through November 28, 1986 -- Such
          document was filed as Exhibit 3(i) to the Registrant's Form
          10-K for the fiscal year ended November 28, 1986 and is
          incorporated herein by reference.

    (ii)  Articles of Amendment dated April 7, 1987 to Restated
          Articles of Organization -- Such document was filed as
          Exhibit 3 to Registrant's Form 10-Q for the fiscal period
          ended February 27, 1987 and is incorporated herein by
          reference.

   (iii)  Articles of Amendment dated December 16, 1987 to Restated
          Articles of Organization of the Registrant -- Such document
          was filed as Exhibit 3(iii) to Registrant's Form 10-K for
          the fiscal year ended November 27, 1987 and is incorporated
          herein by reference.

    (iv)  Articles of Amendment dated December 3, 1991 to the Restated
          Articles of Organization of the Registrant -- Such document
          was filed as Exhibit 3(iv) to Registrant's Form 10-K for the
          fiscal year ended November 29, 1991 and is incorporated
          herein by reference.

     (v)  Rights Agreement dated July 2, 1987, as amended on May 1,
          1989, between the Registrant and The First National Bank of
          Boston -- Such document was filed as an exhibit to
          Registrant's Form 8 dated May 4, 1989 and its Form 8-K dated
          June 27, 1989 and is incorporated herein by reference.

    (vi)  Note Purchase Agreement dated September 23, 1977 -- Such
          document was filed as Exhibit 4(ii) to the Registrant's Form
          10-K for the fiscal year ended November 28, 1986 and is
          incorporated herein by reference.

<PAGE>

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

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

    (ii)  Consent of Coopers & Lybrand

99        The Stride Rite Corporation 1994 Non-Employee Director Stock
          Ownership Plan.

Item 9.   UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes (1) to file,
during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement:  (i) to include
any prospectus required by section 10(a)(3) of the Securities Act of
1933, as amended (the "Securities Act"), (ii) to reflect in the
prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement, (iii) to include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) of this section do not apply if the Registration
Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement; (2) that for the purpose of determining any
liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

<PAGE>

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that, in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

<PAGE>

                                  SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities
Act of 1933 (as amended), the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cambridge, Commonwealth of Massachusetts,
on June 29, 1994.

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:   June 29, 1994                   Date:   June 29, 1994

     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:   June 29, 1994                   Date:   June 29, 1994



 /s/     Theodore Levitt                 /s/    Margaret A. McKenna   
Theodore Levitt, Director               Margaret A. McKenna, Director

Date:   June 29, 1994                   Date:   June 29, 1994



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

Date:   June 29, 1994                   Date:   June 29, 1994



 /s/     Robert Seelert      
Robert Seelert, Director

Date:   June 29, 1994

<PAGE>
                                Exhibit Index


Exhibit Number           Exhibit Name                  Page Number

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

     23(i)          Consent of Goodwin, Procter &           ---
                    Hoar is contained in Exhibit 5
                    to this Registration Statement

     23(ii)         Consent of Coopers & Lybrand

     99             The Stride Rite Corporation
                    1994 Non-Employee Director
                    Stock Ownership Plan
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17563}]
{"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": "033-54439", "film-number": "94537665"}, "business-address": {"street1": "FIVE CAMBRIDGE CTR", "city": "CAMBRIDGE", "state": "MA", "zip": "02142", "phone": "6174918800"}, "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 Issuer as specified in its charter)

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

     Five Cambridge Center
     Cambridge, Massachusetts                       02142        
(Address of Principal Executive Offices)     (Zip Code)

                         THE STRIDE RITE CORPORATION
               1994 NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN
                             (Full title of Plan)

                            Karen K. Crider, Esq.
                         The Stride Rite Corporation
                            Five Cambridge Center
                        Cambridge, Massachusetts 02142
                                (617) 499-6036     
                        (Name, address, and telephone
                         number, including area code,
                            of agent for service)

                       CALCULATION OF REGISTRATION FEE
Proposed    Proposed
                                            maximum     maximum
Title of                  Amount            offering    aggregate    Amount of
securities to             to be             price per   offering     registration
be registered(1)          registered(2)     share       price(3)     fee          

The Stride Rite
Corporation Common        100,000           $12.3125    $1,231,250   $424.57
Stock (par value          shares
$.25 per share)
1.   This Registration Statement also pertains to The Stride Rite
     Corporation's Preferred Stock Purchase Rights (the "Rights"). 
     Until the occurrence of certain prescribed events, the Rights are
     not exercisable, are evidenced by the certificates for the Common
     Stock and will be transferred along with and only with such
     securities.  Thereafter, separate Rights certificates will be
     issued representing one Right for each share of Common stock
     held, subject to adjustment pursuant to anti-dilution provisions.

2.   Plus such indeterminate number of shares as may be issued to
     prevent dilution resulting from stock splits, stock dividends or
     similar transactions in accordance with Rule 416 under the
     Securities Act of 1933.

3.   Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
     of 1933, the proposed maximum offering price per share and the
     registration fee are based on the reported average of the high
     and low prices for the Registrant's Common Stock on the New York
     Stock Exchange on June 29, 1994.

This Registration Statement, including all exhibits and attachments,
contains 16 pages.  The exhibit index may be found on page 9.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS(1)

Item 1.   Plan Information

Item 2.   Registrant Information and Employee Plan Annual Information.

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed with the Securities and Exchange
Commission are incorporated by reference into this Prospectus:

          (a)  The Company's Annual Report on Form 10-K for its fiscal
year ended December 3, 1993;

          (b)  All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by the annual
report referred to in paragraph (a) above; and

          (c)  The description of Common Stock of the Company and the
rights of holders thereof contained in the Company's registration
statement on Form 10 under the Exchange Act dated November 25, 1960 filed with
the Commission.

          (d)  The description of the company's Preferred Stock
Purchase Rights contained in the Company's registration statement on
Form 10 under the Exchange Act dated November 25, 1960 filed with the 
Commission. 

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

- -----------------------------
(1)    This information is not required to be included in, and is not
incorporated by reference in, this Registration Statement.
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes
such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.

Item 4.   DESCRIPTION OF SECURITIES

     Inapplicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Inapplicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's Articles of Organization provide that each person
who serves or has served as a director or in any other office filled
by election or appointment by the Stockholders or the Board of
Directors or, in the case of an organization other than a corporation,
by an equivalent body (an "Officer") of the Company (and his heirs or
personal representatives) shall be indemnified by the Company against
all liability fixed by a judgment, order, decree, or award in any
action, suit or proceeding, civil or criminal, brought or threatened
in or before any court, tribunal, administrative or legislative body
or agency (a "Proceeding"), any amount reasonably paid in settlement
of a Proceeding and any professional fees and other disbursements
reasonably incurred in a Proceeding ("Expenses") incurred by him in
connection with a Proceeding in which he is involved as a result of
his serving or having served as an Officer of the Company or, at the
request of the Company, as an Officer of any other organization in
which the Company owns shares or of which it is a creditor, except
with respect to a matter as to which it shall have been adjudicated in
any Proceeding that he did not act in good faith in the reasonable
belief that his action was in the best interests of the Company.  In
the event that a Proceeding is compromised or settled so as to impose
any liability or obligation upon an Officer or the Company, no
indemnification shall be provided to the Officer with respect to a
matter if the Company has obtained an opinion of counsel that with
respect to that matter the Officer did not act in good faith in the
reasonable belief that his action was in the best interests of the
Company.

     In addition, the Articles of Organization provide that a director
of the Company shall not be liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation
thereof is not permitted under the Massachusetts Business Corporation
Law.

     As permitted by Massachusetts law, the Company has purchased
directors' and officers' liability insurance, which insures against
certain losses arising from claims against directors or officers of
the Company by reason of certain acts, including a breach of duty,
neglect, error, misstatement misleading statement, omission or other
act done or wrongfully attempted or any of the foregoing so alleged by
any claimant or any claim against an officer or director of the
Company solely by reason of his or her being such officer or director.
Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Inapplicable.

Item 8.   EXHIBITS

     The following exhibits are filed as part of this Registration
Statement:

4    (i)  Restated Articles of Organization of the Registrant with
          amendments thereto through November 28, 1986 -- Such
          document was filed as Exhibit 3(i) to the Registrant's Form
          10-K for the fiscal year ended November 28, 1986 and is
          incorporated herein by reference.

    (ii)  Articles of Amendment dated April 7, 1987 to Restated
          Articles of Organization -- Such document was filed as
          Exhibit 3 to Registrant's Form 10-Q for the fiscal period
          ended February 27, 1987 and is incorporated herein by
          reference.

   (iii)  Articles of Amendment dated December 16, 1987 to Restated
          Articles of Organization of the Registrant -- Such document
          was filed as Exhibit 3(iii) to Registrant's Form 10-K for
          the fiscal year ended November 27, 1987 and is incorporated
          herein by reference.

    (iv)  Articles of Amendment dated December 3, 1991 to the Restated
          Articles of Organization of the Registrant -- Such document
          was filed as Exhibit 3(iv) to Registrant's Form 10-K for the
          fiscal year ended November 29, 1991 and is incorporated
          herein by reference.

     (v)  Rights Agreement dated July 2, 1987, as amended on May 1,
          1989, between the Registrant and The First National Bank of
          Boston -- Such document was filed as an exhibit to
          Registrant's Form 8 dated May 4, 1989 and its Form 8-K dated
          June 27, 1989 and is incorporated herein by reference.

    (vi)  Note Purchase Agreement dated September 23, 1977 -- Such
          document was filed as Exhibit 4(ii) to the Registrant's Form
          10-K for the fiscal year ended November 28, 1986 and is
          incorporated herein by reference.
5         Opinion of Goodwin, Procter & Hoar as to the legality of the
          securities being registered.

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

    (ii)  Consent of Coopers & Lybrand

99        The Stride Rite Corporation 1994 Non-Employee Director Stock
          Ownership Plan.

Item 9.   UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes (1) to file,
during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement:  (i) to include
any prospectus required by section 10(a)(3) of the Securities Act of
1933, as amended (the "Securities Act"), (ii) to reflect in the
prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement, (iii) to include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) of this section do not apply if the Registration
Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement; (2) that for the purpose of determining any
liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that, in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities
Act of 1933 (as amended), the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cambridge, Commonwealth of Massachusetts,
on June 29, 1994.

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:   June 29, 1994                   Date:   June 29, 1994

     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:   June 29, 1994                   Date:   June 29, 1994

 /s/     Theodore Levitt                 /s/    Margaret A. McKenna   
Theodore Levitt, Director               Margaret A. McKenna, Director

Date:   June 29, 1994                   Date:   June 29, 1994

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

Date:   June 29, 1994                   Date:   June 29, 1994

 /s/     Robert Seelert      
Robert Seelert, Director

Date:   June 29, 1994
Exhibit Index

Exhibit Number           Exhibit Name                  Page Number

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

     23(i)          Consent of Goodwin, Procter &           ---
                    Hoar is contained in Exhibit 5
                    to this Registration Statement

     23(ii)         Consent of Coopers & Lybrand

     99             The Stride Rite Corporation
                    1994 Non-Employee Director
                    Stock Ownership Plan