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

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

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

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

         Massachusetts                                   04-1465840
(State Or Other Jurisdiction                (I.R.S. Employer Identification No.)
 of Incorporation or Organization)
13 Centennial Drive, Peabody, Massachusetts                01960
(Address Of Principal Executive Offices)                (Zip Code)


                   Saucony, Inc. Non Qualified Retirement Plan
                            (Full Title Of The Plan)

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

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

                                          CALCULATION OF REGISTRATION FEE

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

<S>                                   <C>                     <C>                           <C>
Deferred Compensation                 5,000,000               $5,000,000 (2)                $405.00
Obligations
============================== ========================= ========================== =========================

(1)      The Deferred Compensation Obligations are unfunded and unsecured general obligations of Saucony, Inc. to
         pay deferred compensation in the future in accordance with the terms of the Saucony, Inc. Non Qualified
         Retirement Plan.

(2)      Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the
         Securities Act of 1933, as amended.
</TABLE>
<PAGE>

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

Item 1.  Plan Information.

     The  information  required by Item 1 is included in documents sent or given
to  participants  in the  Saucony,  Inc.  Non  Qualified  Retirement  Plan  (the
"Retirement  Plan") pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").

Item 2.  Registrant Information and Employee Plan Annual Information.

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

PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

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

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

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this registration  statement and to be
part  hereof  from the  date of the  filing  of such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be deemed to be modified or  superseded  for the  purposes of this
registration statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
<PAGE>

Item 4.  Description of Securities.

     Under the  Retirement  Plan,  the  Registrant  provides  a select  group of
management or highly compensated employees the opportunity to elect the deferral
of a specified  percentage of their regular  compensation and all or any portion
of a bonus or other nonregular  compensation.  The obligations of the Registrant
under the Retirement Plan (the  "Obligations")  represent unfunded and unsecured
general  obligations of the Registrant to pay in the future the value of (1) the
compensation  elected to be deferred and (2) Registrant  contributions,  if any,
under the  Retirement  Plan, in each case  adjusted to reflect the  performance,
whether positive or negative, of selected investment measurement options, chosen
by each participant,  during the deferral period in accordance with the terms of
the Retirement Plan.

     The Retirement  Plan is  administered  by the  Compensation  Committee (the
"Committee") of the Board of Directors of the Registrant, none of the members of
which are  participants in the Retirement Plan. The Committee has full power and
authority to construe, interact and administer the Retirement Plan.

     A participant in the Retirement  Plan may elect to have up to 15% of his or
her regular  compensation  and all or any portion of a bonus or other nonregular
compensation   deferred  until  after  the  termination  of  the   participant's
employment.  The Registrant may, but is not required to, make credits, including
credits that are based upon (or match) participant deferrals,  to the Retirement
Plan.

     The Obligations for each participant are equal in value to the balance of a
bookkeeping  reserve account  established for such  participant.  The investment
earnings  credited to such account will be indexed to one or more investments in
which the  account  funds are deemed to be  invested,  the type of which will be
individually  chosen  by each  participant  from a list of types  of  investment
media.  Each  participant's  deferred  compensation  account will be adjusted to
reflect  contributions by the Registrant,  if any, and the investment experience
of the selected  investment,  including any  appreciation or  depreciation.  The
Registrant is not required to actually  invest the deferred  compensation in the
types of investments  specified by  participants.  Any  investments  made by the
Registrant are made solely in the name of the Registrant and remain the property
of the Registrant.

     The  Obligations  are  distributed by the Registrant in accordance with the
terms of the  Retirement  Plan in a single  payment at the time selected by each
participant.  Upon termination of employment or earlier  retirement due to total
and  permanent  disability,  a  participant  will  receive  his or her  deferred
compensation  account balance in a single payment within 60 days of termination,
unless he or she has elected a later  payment.  Upon the death of a participant,
the unpaid balance of his or her deferred  compensation  account will be paid to
his or her estate or to his or her designated  beneficiary,  if any, as promptly
as practicable  after such death. Upon a determination by the Board of Directors
that a participant has suffered an unforeseeable financial emergency,  the Board
or  Directors  may  direct  the  Registrant  to pay such  participant  an amount
necessary  to meet the  emergency,  but,  in any  case,  no  withdrawal  will be
permitted  if the  withdrawal  would  cause  the  undistributed  balance  in the
participant's   account  to  become  currently  taxable.  If  at  any  time  the
Compensation  Committee  believes that any  participant may not be considered by
the Department of Labor or a court of competent jurisdiction to be a member of a
select group of the Registrant's  management or highly compensated employees, or
that a participant  or beneficiary  will  recognize  income for state or federal
income tax purposes with respect to  Retirement  Plan benefits not then payable,
the  Compensation  Committee will  communicate such belief to the Registrant and
will follow the  Registrant's  direction  as to whether  the  benefits of such a
participant or beneficiary  should be paid in a single sum or otherwise prior to
the time they would otherwise be payable.

     The Retirement Plan is intended to be an unfunded plan.  Nothing  contained
in the  Retirement  Plan,  and no action taken pursuant to the provisions of the
Retirement Plan, creates or may be construed to create a trust of any kind, or a
fiduciary  relationship  between  the  Registrant  and  any  participant  in the
Retirement  Plan,  beneficiary  or any  other  person.  Any  funds  which may be
invested by the  Registrant to make  provisions  for its  obligations  under the
Retirement Plan,  including any assets owned by any trust established to provide
a source of benefits under the Retirement Plan,  continue for all purposes to be
a part of the  general  funds of the  Registrant  until and except  for  amounts
actually paid to participants or their  beneficiaries.  No person other than the
Registrant  shall by virtue of the  provisions of the  Retirement  Plan have any
interest  in such  funds.  To the  extent  that any  person  acquires a right to
receive  payments from the Registrant under the Retirement Plan, such right will
be no  greater  than  the  rights  of  any  unsecured  general  creditor  of the
Registrant.
<PAGE>

     To  the  extent  permitted  by  law,  the  rights  of  any  participant  or
beneficiary,  and the benefit or payment to any participant or beneficiary under
the  Retirement  Plan,  will not be subject to attachment or other legal process
for the debts of the participant or beneficiary, and the benefit or payment will
not be  subject to  anticipation,  alienation,  sale,  transfer,  assignment  or
encumbrance.

     The Board of Directors  may at any time amend,  suspend or terminate any or
all of the provisions of the  Retirement  Plan,  except that no such  amendment,
suspension or termination may adversely affect the rights of any participants or
their spouses or  beneficiaries  whose Retirement Plan benefits were then in pay
status,  nor shall such action reduce or otherwise  adversely affect the benefit
accrued as of that date.

     All rights  under the  Retirement  Plan are  governed by and  construed  in
accordance with the laws of the Commonwealth of Massachusetts to the extent they
are not preempted by the laws of the United States of America.

Item 5.  Interests of Named Experts and Counsel.

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

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

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

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

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

Item 9.  Undertakings.

     1.   Item 512(a) of  Regulation  S-K.  The  undersigned  Registrant  hereby
          undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  registration  statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement; and

               (iii)To include any material information with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such  information in the
                    registration statement;  provided,  however, that paragraphs
                    (i) and (ii) do not apply if the information  required to be
                    included in a  post-effective  amendment by those paragraphs
                    is contained in periodic  reports filed with or furnished to
                    the Commission by the  Registrant  pursuant to Section 13 or
                    Section 15(d) of the Exchange Act that are  incorporated  by
                    reference in the registration statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

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

     2.   Item 512(b) of  Regulation  S-K.  The  undersigned  Registrant  hereby
          undertakes  that, for purposes of determining  any liability under the
          Securities Act, each filing of the Registrant's annual report pursuant
          to  Section  13(a)  or  Section  15(d)  of the  Exchange  Act  that is
          incorporated  by  reference  in the  registration  statement  shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     3.   Item  512(h)  of  Regulation  S-K.  Insofar  as  indemnification   for
          liabilities  arising  under the  Securities  Act may be  permitted  to
          directors, officers and controlling persons of the Registrant pursuant
          to the foregoing  provisions,  or otherwise,  the  Registrant has been
          advised that in the opinion of the Securities and Exchange  Commission
          such  indemnification  is against  public  policy as  expressed in the
          Securities Act and is, therefore,  unenforceable.  In the event that a
          claim for  indemnification  against such  liabilities  (other than the
          payment by the Registrant of expenses  incurred or paid by a director,
          officer or  controlling  person of the  Registrant  in the  successful
          defense  of any  action,  suit  or  proceeding)  is  asserted  by such
          director,  officer  or  controlling  person  in  connection  with  the
          securities  being  registered,  the  Registrant  will,  unless  in the
          opinion of its  counsel  the matter  has been  settled by  controlling
          precedent,  submit to a court of appropriate jurisdiction the question
          whether  such  indemnification  by  it is  against  public  policy  as
          expressed  in the  Securities  Act and will be  governed  by the final
          adjudication of such issue.
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Peabody, Massachusetts, on this 6th day of June, 2003.

                                          SAUCONY, INC.



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

                        POWER OF ATTORNEY AND SIGNATURES

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

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

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


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


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


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


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


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


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


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

<PAGE>


                               INDEX TO EXHIBITS

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

4.1         Saucony, Inc. Non Qualified Retirement Plan, as amended.

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

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

23.2        Consent of Deloitte & Touche LLP.

23.3        Consent of PricewaterhouseCoopers LLP.

24.1        Power of attorney is included on the signature pages of this
            registration statement.
[{"type": "S-8", "sequence": "1", "filename": "nqretire.txt", "description": "NON QUALIFIED RETIREMENT PLAN", "secsgml_size_bytes": 24651}]
{"company-data": {"conformed-name": "SAUCONY INC", "cik": "0000049401", "assigned-sic": "3021", "irs-number": "041465840", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105910", "film-number": "03735654"}, "business-address": {"street1": "13 CENTENNIAL DR", "street2": "CENTENNIAL INDUSTRIAL PK", "city": "PEABODY", "state": "MA", "zip": "01961", "phone": "5085329000"}, "mail-address": {"street1": "13 CENTENNIAL DRIVE", "street2": "CENTENNIAL INDUSTRIAL PARK", "city": "PEABODY", "state": "MA", "zip": "01960"}, "former-company": [{"former-conformed-name": "HYDE ATHLETIC INDUSTRIES INC", "date-changed": "19920703"}, {"former-conformed-name": "HYDE A R & SONS CO", "date-changed": "19701030"}]}
As filed with the Securities and Exchange Commission on June 6, 2003
                                                    Registration No. 333-_____

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

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

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

         Massachusetts                                   04-1465840
(State Or Other Jurisdiction                (I.R.S. Employer Identification No.)
 of Incorporation or Organization)
13 Centennial Drive, Peabody, Massachusetts                01960
(Address Of Principal Executive Offices)                (Zip Code)

                   Saucony, Inc. Non Qualified Retirement Plan
                            (Full Title Of The Plan)

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

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

============================== ========================= ========================== =========================
  Title of Securities to be          Amount to be            Proposed Maximum        Amount of Registration
       Registered (1)               Registered(1)        Aggregate Offering Price             Fee
------------------------------ ------------------------- -------------------------- -------------------------
Deferred Compensation                 5,000,000               $5,000,000 (2)                $405.00
Obligations
============================== ========================= ========================== =========================

(1)      The Deferred Compensation Obligations are unfunded and unsecured general obligations of Saucony, Inc. to
         pay deferred compensation in the future in accordance with the terms of the Saucony, Inc. Non Qualified
         Retirement Plan.

(2)      Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the
         Securities Act of 1933, as amended.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     The  information  required by Item 1 is included in documents sent or given
to  participants  in the  Saucony,  Inc.  Non  Qualified  Retirement  Plan  (the
"Retirement  Plan") pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").

Item 2.  Registrant Information and Employee Plan Annual Information.

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

PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

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

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

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this registration  statement and to be
part  hereof  from the  date of the  filing  of such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be deemed to be modified or  superseded  for the  purposes of this
registration statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 4.  Description of Securities.

     Under the  Retirement  Plan,  the  Registrant  provides  a select  group of
management or highly compensated employees the opportunity to elect the deferral
of a specified  percentage of their regular  compensation and all or any portion
of a bonus or other nonregular  compensation.  The obligations of the Registrant
under the Retirement Plan (the  "Obligations")  represent unfunded and unsecured
general  obligations of the Registrant to pay in the future the value of (1) the
compensation  elected to be deferred and (2) Registrant  contributions,  if any,
under the  Retirement  Plan, in each case  adjusted to reflect the  performance,
whether positive or negative, of selected investment measurement options, chosen
by each participant,  during the deferral period in accordance with the terms of
the Retirement Plan.

     The Retirement  Plan is  administered  by the  Compensation  Committee (the
"Committee") of the Board of Directors of the Registrant, none of the members of
which are  participants in the Retirement Plan. The Committee has full power and
authority to construe, interact and administer the Retirement Plan.

     A participant in the Retirement  Plan may elect to have up to 15% of his or
her regular  compensation  and all or any portion of a bonus or other nonregular
compensation   deferred  until  after  the  termination  of  the   participant's
employment.  The Registrant may, but is not required to, make credits, including
credits that are based upon (or match) participant deferrals,  to the Retirement
Plan.

     The Obligations for each participant are equal in value to the balance of a
bookkeeping  reserve account  established for such  participant.  The investment
earnings  credited to such account will be indexed to one or more investments in
which the  account  funds are deemed to be  invested,  the type of which will be
individually  chosen  by each  participant  from a list of types  of  investment
media.  Each  participant's  deferred  compensation  account will be adjusted to
reflect  contributions by the Registrant,  if any, and the investment experience
of the selected  investment,  including any  appreciation or  depreciation.  The
Registrant is not required to actually  invest the deferred  compensation in the
types of investments  specified by  participants.  Any  investments  made by the
Registrant are made solely in the name of the Registrant and remain the property
of the Registrant.

     The  Obligations  are  distributed by the Registrant in accordance with the
terms of the  Retirement  Plan in a single  payment at the time selected by each
participant.  Upon termination of employment or earlier  retirement due to total
and  permanent  disability,  a  participant  will  receive  his or her  deferred
compensation  account balance in a single payment within 60 days of termination,
unless he or she has elected a later  payment.  Upon the death of a participant,
the unpaid balance of his or her deferred  compensation  account will be paid to
his or her estate or to his or her designated  beneficiary,  if any, as promptly
as practicable  after such death. Upon a determination by the Board of Directors
that a participant has suffered an unforeseeable financial emergency,  the Board
or  Directors  may  direct  the  Registrant  to pay such  participant  an amount
necessary  to meet the  emergency,  but,  in any  case,  no  withdrawal  will be
permitted  if the  withdrawal  would  cause  the  undistributed  balance  in the
participant's   account  to  become  currently  taxable.  If  at  any  time  the
Compensation  Committee  believes that any  participant may not be considered by
the Department of Labor or a court of competent jurisdiction to be a member of a
select group of the Registrant's  management or highly compensated employees, or
that a participant  or beneficiary  will  recognize  income for state or federal
income tax purposes with respect to  Retirement  Plan benefits not then payable,
the  Compensation  Committee will  communicate such belief to the Registrant and
will follow the  Registrant's  direction  as to whether  the  benefits of such a
participant or beneficiary  should be paid in a single sum or otherwise prior to
the time they would otherwise be payable.

     The Retirement Plan is intended to be an unfunded plan.  Nothing  contained
in the  Retirement  Plan,  and no action taken pursuant to the provisions of the
Retirement Plan, creates or may be construed to create a trust of any kind, or a
fiduciary  relationship  between  the  Registrant  and  any  participant  in the
Retirement  Plan,  beneficiary  or any  other  person.  Any  funds  which may be
invested by the  Registrant to make  provisions  for its  obligations  under the
Retirement Plan,  including any assets owned by any trust established to provide
a source of benefits under the Retirement Plan,  continue for all purposes to be
a part of the  general  funds of the  Registrant  until and except  for  amounts
actually paid to participants or their  beneficiaries.  No person other than the
Registrant  shall by virtue of the  provisions of the  Retirement  Plan have any
interest  in such  funds.  To the  extent  that any  person  acquires a right to
receive  payments from the Registrant under the Retirement Plan, such right will
be no  greater  than  the  rights  of  any  unsecured  general  creditor  of the
Registrant.
To  the  extent  permitted  by  law,  the  rights  of  any  participant  or
beneficiary,  and the benefit or payment to any participant or beneficiary under
the  Retirement  Plan,  will not be subject to attachment or other legal process
for the debts of the participant or beneficiary, and the benefit or payment will
not be  subject to  anticipation,  alienation,  sale,  transfer,  assignment  or
encumbrance.

     The Board of Directors  may at any time amend,  suspend or terminate any or
all of the provisions of the  Retirement  Plan,  except that no such  amendment,
suspension or termination may adversely affect the rights of any participants or
their spouses or  beneficiaries  whose Retirement Plan benefits were then in pay
status,  nor shall such action reduce or otherwise  adversely affect the benefit
accrued as of that date.

     All rights  under the  Retirement  Plan are  governed by and  construed  in
accordance with the laws of the Commonwealth of Massachusetts to the extent they
are not preempted by the laws of the United States of America.

Item 5.  Interests of Named Experts and Counsel.

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

Item 6.  Indemnification of Directors and Officers.

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

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

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

     The  Articles  of  Organization  also  provide  that,  in  the  event  of a
determination  by the  Registrant  that a director  or officer  did not meet the
standard of conduct required for indemnification,  or if the Registrant fails to
make an  indemnification  payment or an advance of expenses within 60 days after
such payment is claimed by a director or officer,  such  director or officer can
petition the court to make an independent determination of whether such director
or  officer  is  entitled  to  indemnification.  The  Articles  of  Organization
explicitly  provide for  partial  indemnification  of costs and  expenses in the
event that a director or officer is not entitled to full indemnification.
The  Registrant  has  purchased and maintains  insurance  coverage  under a
policy  insuring  directors  and  officers  of the  Registrant  against  certain
liabilities  which they may incur as  directors  or officers of the  Registrant,
which may include coverage for liabilities arising under the Securities Act.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

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

Item 9.  Undertakings.

     1.   Item 512(a) of  Regulation  S-K.  The  undersigned  Registrant  hereby
          undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  registration  statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement; and

               (iii)To include any material information with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such  information in the
                    registration statement;  provided,  however, that paragraphs
                    (i) and (ii) do not apply if the information  required to be
                    included in a  post-effective  amendment by those paragraphs
                    is contained in periodic  reports filed with or furnished to
                    the Commission by the  Registrant  pursuant to Section 13 or
                    Section 15(d) of the Exchange Act that are  incorporated  by
                    reference in the registration statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

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

     2.   Item 512(b) of  Regulation  S-K.  The  undersigned  Registrant  hereby
          undertakes  that, for purposes of determining  any liability under the
          Securities Act, each filing of the Registrant's annual report pursuant
          to  Section  13(a)  or  Section  15(d)  of the  Exchange  Act  that is
          incorporated  by  reference  in the  registration  statement  shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     3.   Item  512(h)  of  Regulation  S-K.  Insofar  as  indemnification   for
          liabilities  arising  under the  Securities  Act may be  permitted  to
          directors, officers and controlling persons of the Registrant pursuant
          to the foregoing  provisions,  or otherwise,  the  Registrant has been
          advised that in the opinion of the Securities and Exchange  Commission
          such  indemnification  is against  public  policy as  expressed in the
          Securities Act and is, therefore,  unenforceable.  In the event that a
          claim for  indemnification  against such  liabilities  (other than the
          payment by the Registrant of expenses  incurred or paid by a director,
          officer or  controlling  person of the  Registrant  in the  successful
          defense  of any  action,  suit  or  proceeding)  is  asserted  by such
          director,  officer  or  controlling  person  in  connection  with  the
          securities  being  registered,  the  Registrant  will,  unless  in the
          opinion of its  counsel  the matter  has been  settled by  controlling
          precedent,  submit to a court of appropriate jurisdiction the question
          whether  such  indemnification  by  it is  against  public  policy  as
          expressed  in the  Securities  Act and will be  governed  by the final
          adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Peabody, Massachusetts, on this 6th day of June, 2003.

                                          SAUCONY, INC.

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

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

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

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

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

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

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

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

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

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

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

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

4.1         Saucony, Inc. Non Qualified Retirement Plan, as amended.

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

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

23.2        Consent of Deloitte & Touche LLP.

23.3        Consent of PricewaterhouseCoopers LLP.

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