As filed with the Securities and Exchange Commission on July 8, 2004
                                      Registration Statement No. 333-________
================================================================================
                       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
  incorporation or organization)                  Identification No.)

                                191 Spring Street
                         Lexington, Massachusetts 02421
                    (Address of Principal Executive Offices)

         The Stride Rite Corporation 2001 Stock Option and Incentive Plan
                            (Full title of the Plan)
                             --------------------

                              David M. Chamberlain
                      Chairman and Chief Executive Officer
                           The Stride Rite Corporation
                                191 Spring Street
                         Lexington, Massachusetts 02421
                                 (617) 824-6000
 (Name, Address and Telephone Number Including Area Code, of Agent for Service)
                              --------------------
                                    copy to:
                            Ettore A. Santucci, P.C.
                               Goodwin Procter LLP
                                 Exchange Place
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000
                              --------------------

                         CALCULATION OF REGISTRATION FEE

===============================================================================
                                                   Proposed
                                   Proposed         Maximum
    Title of                        Maximum        Aggregate      Amount of
 Securities to    Amount to be  Offering Price     Offering      Registration
be Registered(1) Registered (2)  per Share (3)     Price(3)          Fee
-------------------------------------------------------------------------------
Common Stock,      3,000,000        $10.75        $32,250,000     $4,086.08
$0.25 par value
-------------------------------------------------------------------------------
(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
   option plan in the event of any reorganization, recapitalization,
   reclassification, stock dividend, stock split, reverse stock split or other
   similar event.
(3)This estimate is made pursuant to Rule 457(c) and (h) under the Securities
   Act of 1933, as amended (the "Securities Act"), solely for the purpose of
   determining the amount of the registration fee and is based upon the market
   value of outstanding shares of the Registrant's common stock on July 7, 2004,
   using the average of the high and low sale prices reported on the New York
   Stock Exchange on that date.

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


<PAGE>


This Registration Statement on Form S-8 relates to 3,000,000 additional shares
of common stock, par value $.25 per share, of The Stride Rite Corporation, a
Massachusetts corporation, which may be issued under its 2001 Stock Option and
Incentive Plan, as amended. The Stride Rite Corporation hereby incorporates by
reference the contents of its Registration Statement on Form S-8, File No.
333-60028, filed with the Securities and Exchange Commission on May 2, 2001,
covering an aggregate of 3,000,000 shares of common stock that may be issued
under the 2001 Stock Option and Incentive Plan.

                                     PART I

                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The documents containing the information specified in the requirements of
Part I are not required to be filed with the Securities and Exchange Commission
as part of this Registration Statement on Form S-8.

                                     PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

      The Stride Rite Corporation (the "Company") hereby incorporates by
reference into this Registration Statement (i) the Company's Annual Report on
Form 10-K for the fiscal year ended November 28, 2003, filed with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"); (ii) the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended February 27, 2004, filed with the Securities and
Exchange Commission pursuant to the Exchange Act; (iii) the description of the
Company's common stock contained in its Registration Statement on Form 10 dated
November 25, 1960, filed with the Securities and Exchange Commission pursuant to
the Exchange Act and any amendments or reports filed for the purpose of updating
such description; and (iv) the description of the Company's Preferred Stock
Purchase Rights contained in its Registration Statement on Form 8-A dated July
1, 1997, filed with the Securities and Exchange Commission pursuant to the
Exchange Act and any amendments or reports filed for the purpose of updating
such description.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and 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 herein
and to be a part hereof from the date of filing of documents.

      Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein 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.

      Not applicable.

Item 5.     Interests of Named Experts and Counsel.

      Not applicable.



<PAGE>


Item 6.     Indemnification of Directors and Officers.

      Indemnification. The Company is a Massachusetts corporation. Massachusetts
General Laws Chapter 156B, Section 67 provides that a corporation may, subject
to certain limitations, indemnify its directors, officers, employees and other
agents, and persons who serve at its request as directors, officers, employees
or other agents of another organization, or who serve at its request in any
capacity with respect to any employee benefit plan, to the extent specified or
authorized by the corporation's articles of organization, a by-law adopted by
the stockholders, or a vote adopted by the holders of a majority of the shares
of stock entitled to vote on the election of directors.

      Section 67 also provides that a corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
other agent of the corporation, or who is or was serving at the request of the
corporation as a director, officer, employee or other agent of another
organization or with respect to any employee benefit plan, against any liability
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability.

      The Company's Restated Articles of Organization, as amended (the "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 of the Company (and his heirs or
personal representatives) shall be indemnified by the Company against
liabilities and expenses arising out of service as a director or officer of the
Company. The Articles of Organization provide that such indemnification shall
not be provided if it is determined that the action giving rise to liability was
not taken in good faith and in the reasonable belief that the 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 a director or officer,
no indemnification shall be provided to the director or officer with respect to
a matter if the Company has obtained an opinion of counsel that the director or
officer did not act in good faith and in the reasonable belief that the action
was in the best interests of the Company.

      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.

      Limitation of Liability. Massachusetts General Laws Chapter 156B, Section
13 enables a corporation in its original articles of organization or an
amendment thereto to eliminate or limit the personal liability of a director for
monetary damages for breaches of the director's fiduciary duty, except (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Sections
61 and 62 of Chapter 156B (providing for liability of directors for authorizing
illegal distributions and for making loans to directors, officers and certain
shareholders) or (iv) for any transaction from which a director derived an
improper personal benefit. The Company's Articles of Organization provide that
no director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of the director's fiduciary duties.
This limitation of liability does not limit any director's liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Sections 61 and 62
of Chapter 156B (providing for liability of directors for authorizing illegal
distributions and for making loans to directors, officers and certain
shareholders) or (iv) for any transaction from which the director derived an
improper personal benefit.

Item 7.     Exemption from Registration Claimed.

      Not applicable.



<PAGE>


Item 8.     Exhibits.

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

      4.1   Restated Articles of Organization of the Company, incorporated
            herein by reference to Exhibit 4(i) to the Company's Form S-8 filed
            on October 25, 1996.

      4.2   Articles of Amendment dated April 7, 1987 to Restated Articles of
            Organization, incorporated herein by reference to Exhibit 4(i) to
            the Company's Form S-8 filed on October 25, 1996.

      4.3   Articles of Amendment dated December 16, 1987 to Restated Articles
            of Organization of the Company, incorporated herein by reference to
            Exhibit 4(i) to the Company's Form S-8 filed on October 25, 1996.

      4.4   Articles of Amendment dated December 3, 1991 to the Restated
            Articles of Organization of the Company, incorporated herein by
            reference to Exhibit 4(i) to the Company's Form S-8 filed on October
            25, 1996.

      4.5   Certificate of Vote of Directors establishing a series of a Class of
            Stock dated as of June 18, 1997, incorporated herein by reference to
            Exhibit 3(v) to the Company's Annual Report on 10-K for the fiscal
            year ended November 28, 1997.

      4.6   Rights Agreement dated June 18, 1997 between the Company and
            BankBoston, N.A., incorporated herein by reference to the Company's
            Form 8-A filed on July 1, 1997.

      4.7   By-laws of the Company, as amended, incorporated herein by reference
            to Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the
            quarter ended June 1, 1990.

      *5.1  Opinion of Goodwin Procter LLP.

      *23.1 Consent of PricewaterhouseCoopers LLP.

      *23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto).

      *24.1 Powers of Attorney (included on signature page).

      *99.1 Amendment No. 1 to The Stride Rite Corporation 2001 Stock Option and
            Incentive Plan.

----------------------------

* Filed herewith



<PAGE>


Item 9.     Undertakings

      (a) The undersigned Company 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 acts 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 of 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 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) herein do not
      apply if the information required to be included in a post-effective
      amendment by those paragraphs is contained in periodic reports filed with
      the Commission by the undersigned Company 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 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; and

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

      (b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or 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 Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Lexington, Massachusetts, on this 8th day of July, 2004.

                                    THE STRIDE RITE CORPORATION
                                    By:   /s/ David M. Chamberlain
                                          ---------------------------------
                                             David M. Chamberlain
                                             Chairman and Chief Executive
                                             Officer








<PAGE>






                                POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints David
M. Chamberlain and Frank A. Caruso 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 (or any registration statement for the same offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act) 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.

      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.

           Signature                        Title                    Date
                                 Chairman of the Board of
/s/ David M. Chamberlain         Directors,                      July 8, 2004
David M. Chamberlain             Chief Executive Officer and
                                 Director
                                 (Principal Executive Officer)

/s/ Frank A. Caruso              Chief Financial Officer         July 8, 2004
Frank A. Caruso                  (Principal Financial
                                 Officer and
                                 Principal Accounting
                                 Officer)

/s/ Christine M. Cournoyer       Director                        July 8, 2004
Christine M. Cournoyer

/s/ Shira D. Goodman             Director                        July 8, 2004
Shira D. Goodman

/s/ Frank R. Mori                Director                        July 8, 2004
Frank R. Mori

/s/ James F. Orr III             Director                        July 8, 2004
James F. Orr III

/s/ Myles J. Slosberg            Director                        July 8, 2004
Myles J. Slosberg

/s/ Bruce Van Saun               Director                        July 8, 2004
Bruce Van Saun



<PAGE>




                                  EXHIBIT INDEX

Exhibit
Number      Description

      4.1   Restated Articles of Organization of the Company, incorporated
            herein by reference to Exhibit 4(i) to the Company's Form S-8 filed
            on October 25, 1996.

      4.2   Articles of Amendment dated April 7, 1987 to Restated Articles of
            Organization, incorporated herein by reference to Exhibit 4(i) to
            the Company's Form S-8 filed on October 25, 1996.

      4.3   Articles of Amendment dated December 16, 1987 to Restated Articles
            of Organization of the Company, incorporated herein by reference to
            Exhibit 4(i) to the Company's Form S-8 filed on October 25, 1996.

      4.4   Articles of Amendment dated December 3, 1991 to the Restated
            Articles of Organization of the Company, incorporated herein by
            reference to Exhibit 4(i) to the Company's Form S-8 filed on October
            25, 1996.

      4.5   Certificate of Vote of Directors establishing a series of a Class of
            Stock dated as of June 18, 1997, incorporated herein by reference to
            Exhibit 3(v) to the Company's Annual Report on 10-K for the fiscal
            year ended November 28, 1997.

      4.6   Rights Agreement dated June 18, 1997 between the Company and
            BankBoston, N.A., incorporated herein by reference to the Company's
            Form 8-A filed on July 1, 1997.

      4.7   By-laws of the Company, as amended, incorporated herein by reference
            to Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the
            quarter ended June 1, 1990.

      *5.1  Opinion of Goodwin Procter LLP.

      *23.1 Consent of PricewaterhouseCoopers LLP.

      *23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto).

      *24.1 Powers of Attorney (included on signature page).

      *99.1 Amendment No. 1 to The Stride Rite Corporation 2001 Stock Option and
            Incentive Plan.

----------------------------

* Filed herewith
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As filed with the Securities and Exchange Commission on July 8, 2004
                                      Registration Statement No. 333-________
================================================================================
                       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
  incorporation or organization)                  Identification No.)

                                191 Spring Street
                         Lexington, Massachusetts 02421
                    (Address of Principal Executive Offices)

         The Stride Rite Corporation 2001 Stock Option and Incentive Plan
                            (Full title of the Plan)
                             --------------------

                              David M. Chamberlain
                      Chairman and Chief Executive Officer
                           The Stride Rite Corporation
                                191 Spring Street
                         Lexington, Massachusetts 02421
                                 (617) 824-6000
 (Name, Address and Telephone Number Including Area Code, of Agent for Service)
                              --------------------
                                    copy to:
                            Ettore A. Santucci, P.C.
                               Goodwin Procter LLP
                                 Exchange Place
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000
                              --------------------

                         CALCULATION OF REGISTRATION FEE

===============================================================================
                                                   Proposed
                                   Proposed         Maximum
    Title of                        Maximum        Aggregate      Amount of
 Securities to    Amount to be  Offering Price     Offering      Registration
be Registered(1) Registered (2)  per Share (3)     Price(3)          Fee
-------------------------------------------------------------------------------
Common Stock,      3,000,000        $10.75        $32,250,000     $4,086.08
$0.25 par value
-------------------------------------------------------------------------------
(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
   option plan in the event of any reorganization, recapitalization,
   reclassification, stock dividend, stock split, reverse stock split or other
   similar event.
(3)This estimate is made pursuant to Rule 457(c) and (h) under the Securities
   Act of 1933, as amended (the "Securities Act"), solely for the purpose of
   determining the amount of the registration fee and is based upon the market
   value of outstanding shares of the Registrant's common stock on July 7, 2004,
   using the average of the high and low sale prices reported on the New York
   Stock Exchange on that date.

================================================================================
This Registration Statement on Form S-8 relates to 3,000,000 additional shares
of common stock, par value $.25 per share, of The Stride Rite Corporation, a
Massachusetts corporation, which may be issued under its 2001 Stock Option and
Incentive Plan, as amended. The Stride Rite Corporation hereby incorporates by
reference the contents of its Registration Statement on Form S-8, File No.
333-60028, filed with the Securities and Exchange Commission on May 2, 2001,
covering an aggregate of 3,000,000 shares of common stock that may be issued
under the 2001 Stock Option and Incentive Plan.

                                     PART I

                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The documents containing the information specified in the requirements of
Part I are not required to be filed with the Securities and Exchange Commission
as part of this Registration Statement on Form S-8.

                                     PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

      The Stride Rite Corporation (the "Company") hereby incorporates by
reference into this Registration Statement (i) the Company's Annual Report on
Form 10-K for the fiscal year ended November 28, 2003, filed with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"); (ii) the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended February 27, 2004, filed with the Securities and
Exchange Commission pursuant to the Exchange Act; (iii) the description of the
Company's common stock contained in its Registration Statement on Form 10 dated
November 25, 1960, filed with the Securities and Exchange Commission pursuant to
the Exchange Act and any amendments or reports filed for the purpose of updating
such description; and (iv) the description of the Company's Preferred Stock
Purchase Rights contained in its Registration Statement on Form 8-A dated July
1, 1997, filed with the Securities and Exchange Commission pursuant to the
Exchange Act and any amendments or reports filed for the purpose of updating
such description.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and 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 herein
and to be a part hereof from the date of filing of documents.

      Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein 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.

      Not applicable.

Item 5.     Interests of Named Experts and Counsel.

      Not applicable.
Item 6.     Indemnification of Directors and Officers.

      Indemnification. The Company is a Massachusetts corporation. Massachusetts
General Laws Chapter 156B, Section 67 provides that a corporation may, subject
to certain limitations, indemnify its directors, officers, employees and other
agents, and persons who serve at its request as directors, officers, employees
or other agents of another organization, or who serve at its request in any
capacity with respect to any employee benefit plan, to the extent specified or
authorized by the corporation's articles of organization, a by-law adopted by
the stockholders, or a vote adopted by the holders of a majority of the shares
of stock entitled to vote on the election of directors.

      Section 67 also provides that a corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
other agent of the corporation, or who is or was serving at the request of the
corporation as a director, officer, employee or other agent of another
organization or with respect to any employee benefit plan, against any liability
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability.

      The Company's Restated Articles of Organization, as amended (the "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 of the Company (and his heirs or
personal representatives) shall be indemnified by the Company against
liabilities and expenses arising out of service as a director or officer of the
Company. The Articles of Organization provide that such indemnification shall
not be provided if it is determined that the action giving rise to liability was
not taken in good faith and in the reasonable belief that the 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 a director or officer,
no indemnification shall be provided to the director or officer with respect to
a matter if the Company has obtained an opinion of counsel that the director or
officer did not act in good faith and in the reasonable belief that the action
was in the best interests of the Company.

      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.

      Limitation of Liability. Massachusetts General Laws Chapter 156B, Section
13 enables a corporation in its original articles of organization or an
amendment thereto to eliminate or limit the personal liability of a director for
monetary damages for breaches of the director's fiduciary duty, except (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Sections
61 and 62 of Chapter 156B (providing for liability of directors for authorizing
illegal distributions and for making loans to directors, officers and certain
shareholders) or (iv) for any transaction from which a director derived an
improper personal benefit. The Company's Articles of Organization provide that
no director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of the director's fiduciary duties.
This limitation of liability does not limit any director's liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Sections 61 and 62
of Chapter 156B (providing for liability of directors for authorizing illegal
distributions and for making loans to directors, officers and certain
shareholders) or (iv) for any transaction from which the director derived an
improper personal benefit.

Item 7.     Exemption from Registration Claimed.

      Not applicable.
Item 8.     Exhibits.

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

      4.1   Restated Articles of Organization of the Company, incorporated
            herein by reference to Exhibit 4(i) to the Company's Form S-8 filed
            on October 25, 1996.

      4.2   Articles of Amendment dated April 7, 1987 to Restated Articles of
            Organization, incorporated herein by reference to Exhibit 4(i) to
            the Company's Form S-8 filed on October 25, 1996.

      4.3   Articles of Amendment dated December 16, 1987 to Restated Articles
            of Organization of the Company, incorporated herein by reference to
            Exhibit 4(i) to the Company's Form S-8 filed on October 25, 1996.

      4.4   Articles of Amendment dated December 3, 1991 to the Restated
            Articles of Organization of the Company, incorporated herein by
            reference to Exhibit 4(i) to the Company's Form S-8 filed on October
            25, 1996.

      4.5   Certificate of Vote of Directors establishing a series of a Class of
            Stock dated as of June 18, 1997, incorporated herein by reference to
            Exhibit 3(v) to the Company's Annual Report on 10-K for the fiscal
            year ended November 28, 1997.

      4.6   Rights Agreement dated June 18, 1997 between the Company and
            BankBoston, N.A., incorporated herein by reference to the Company's
            Form 8-A filed on July 1, 1997.

      4.7   By-laws of the Company, as amended, incorporated herein by reference
            to Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the
            quarter ended June 1, 1990.

      *5.1  Opinion of Goodwin Procter LLP.

      *23.1 Consent of PricewaterhouseCoopers LLP.

      *23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto).

      *24.1 Powers of Attorney (included on signature page).

      *99.1 Amendment No. 1 to The Stride Rite Corporation 2001 Stock Option and
            Incentive Plan.

----------------------------

* Filed herewith
Item 9.     Undertakings

      (a) The undersigned Company 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 acts 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 of 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 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) herein do not
      apply if the information required to be included in a post-effective
      amendment by those paragraphs is contained in periodic reports filed with
      the Commission by the undersigned Company 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 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; and

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

      (b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or 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 Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Lexington, Massachusetts, on this 8th day of July, 2004.

                                    THE STRIDE RITE CORPORATION
                                    By:   /s/ David M. Chamberlain
                                          ---------------------------------
                                             David M. Chamberlain
                                             Chairman and Chief Executive
                                             Officer
POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints David
M. Chamberlain and Frank A. Caruso 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 (or any registration statement for the same offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act) 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.

      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.

           Signature                        Title                    Date
                                 Chairman of the Board of
/s/ David M. Chamberlain         Directors,                      July 8, 2004
David M. Chamberlain             Chief Executive Officer and
                                 Director
                                 (Principal Executive Officer)

/s/ Frank A. Caruso              Chief Financial Officer         July 8, 2004
Frank A. Caruso                  (Principal Financial
                                 Officer and
                                 Principal Accounting
                                 Officer)

/s/ Christine M. Cournoyer       Director                        July 8, 2004
Christine M. Cournoyer

/s/ Shira D. Goodman             Director                        July 8, 2004
Shira D. Goodman

/s/ Frank R. Mori                Director                        July 8, 2004
Frank R. Mori

/s/ James F. Orr III             Director                        July 8, 2004
James F. Orr III

/s/ Myles J. Slosberg            Director                        July 8, 2004
Myles J. Slosberg

/s/ Bruce Van Saun               Director                        July 8, 2004
Bruce Van Saun
EXHIBIT INDEX

Exhibit
Number      Description

      4.1   Restated Articles of Organization of the Company, incorporated
            herein by reference to Exhibit 4(i) to the Company's Form S-8 filed
            on October 25, 1996.

      4.2   Articles of Amendment dated April 7, 1987 to Restated Articles of
            Organization, incorporated herein by reference to Exhibit 4(i) to
            the Company's Form S-8 filed on October 25, 1996.

      4.3   Articles of Amendment dated December 16, 1987 to Restated Articles
            of Organization of the Company, incorporated herein by reference to
            Exhibit 4(i) to the Company's Form S-8 filed on October 25, 1996.

      4.4   Articles of Amendment dated December 3, 1991 to the Restated
            Articles of Organization of the Company, incorporated herein by
            reference to Exhibit 4(i) to the Company's Form S-8 filed on October
            25, 1996.

      4.5   Certificate of Vote of Directors establishing a series of a Class of
            Stock dated as of June 18, 1997, incorporated herein by reference to
            Exhibit 3(v) to the Company's Annual Report on 10-K for the fiscal
            year ended November 28, 1997.

      4.6   Rights Agreement dated June 18, 1997 between the Company and
            BankBoston, N.A., incorporated herein by reference to the Company's
            Form 8-A filed on July 1, 1997.

      4.7   By-laws of the Company, as amended, incorporated herein by reference
            to Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the
            quarter ended June 1, 1990.

      *5.1  Opinion of Goodwin Procter LLP.

      *23.1 Consent of PricewaterhouseCoopers LLP.

      *23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto).

      *24.1 Powers of Attorney (included on signature page).

      *99.1 Amendment No. 1 to The Stride Rite Corporation 2001 Stock Option and
            Incentive Plan.

----------------------------

* Filed herewith