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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


 Date of Report (Date of earliest event reported): July 28, 2006

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


               Massachusetts             1-4404                      04-1399290
(State or Other Jurisdiction of    (Commission File Number)     (I.R.S. Employer
            Incorporation)                                   Identification No.)


         191 Spring Street, PO Box 9191, Lexington, Massachusetts       02420
           (Address of Principal Executive Offices)                  (Zip code)


       Registrant's telephone number, including area code: (617) 824-6000


                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)

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



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




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Item 1.01.  Entry into a Material Definitive Agreement.

On  July  28,  2006,  The  Stride Rite Corporation (the "Company")  entered into
an Amendment (the  "Amendment")  to the Amended and Restated  License  Agreement
dated  February 2, 2000 between Tommy Hilfiger  Licensing,  Inc. and the Company
(the  "Agreement"),  pursuant to which the parties agreed extend the term of the
Agreement until March 31, 2008. In addition, the parties agreed to certain other
immaterial revisions in the Amendment.

The  above  description  of  the  Amendment  is  qualified  in  its entirety  by
reference to the full text of the Amendment, a copy of which will be filed as an
exhibit to the  Registrant's  quarterly report on Form 10-Q for the period ended
September  1,  2006,  with  portions  omitted  and  filed  separately  with  the
Securities  and  Exchange  Commission  pursuant  to a request  for  confidential
treatment.





                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to be filed  on its  behalf  by the
undersigned hereunto duly authorized.


                                    THE STRIDE RITE CORPORATION


Dated: August 3, 2006                      By:   /s/ Frank A. Caruso
                                                 -------------------------
                                           Name:       Frank A. Caruso
                                           Title:      Chief Financial Officer