Prepared and filed by St Ives Financial

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ST3QVDRr7J0fEkr3o8w8BYme9TjIKdGw9avfZRYtouGnVIQC+y5IbRnGvmcbZE2x Rn5hxZKHOOw/5LH+WAVVCg== 0001125282-06-006867.txt : 20061108 0001125282-06-006867.hdr.sgml : 20061108 20061108172028 ACCESSION NUMBER: 0001125282-06-006867 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20061108 DATE AS OF CHANGE: 20061108 GROUP MEMBERS: ADMIRAL ADVISORS, LLC GROUP MEMBERS: BARINGTON CAPITAL GROUP, L.P. GROUP MEMBERS: BARINGTON COMPANIES ADVISORS, LLC GROUP MEMBERS: BARINGTON COMPANIES EQUITY PARTNERS, L.P. GROUP MEMBERS: BARINGTON COMPANIES INVESTORS, LLC GROUP MEMBERS: BARINGTON COMPANIES OFFSHORE FUND, LTD. (BVI) GROUP MEMBERS: BARINGTON INVESTMENTS, L.P. GROUP MEMBERS: BARINGTON OFFSHORE ADVISORS, LLC GROUP MEMBERS: C4S & CO., LLC GROUP MEMBERS: JAMES MITAROTONDA GROUP MEMBERS: JEFFREY M. SOLOMON GROUP MEMBERS: LNA CAPITAL CORP. GROUP MEMBERS: MORGAN B. STARK GROUP MEMBERS: PARCHE, LLC GROUP MEMBERS: PETER A. COHEN GROUP MEMBERS: RAMIUS CAPITAL GROUP, LLC GROUP MEMBERS: STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD. GROUP MEMBERS: THOMAS W. STRAUSS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STRIDE RITE CORP CENTRAL INDEX KEY: 0000094887 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 041399290 STATE OF INCORPORATION: MA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10776 FILM NUMBER: 061198498 BUSINESS ADDRESS: STREET 1: 191 SPRING STREET CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 6178246000 MAIL ADDRESS: STREET 1: 191 SPRING STREET CITY: LEXINGTON STATE: MA ZIP: 02421 FORMER COMPANY: FORMER CONFORMED NAME: GREEN SHOE MANUFACTURING CO DATE OF NAME CHANGE: 19720606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARINGTON COMPANIES EQUITY PARTNERS L P CENTRAL INDEX KEY: 0001107149 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 7TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129745700 SC 13D/A 1 b415611_sch13d.htm SCHEDULE 13D/A Prepared and filed by St Ives Financial

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Amendment No. 5

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

The Stride Rite Corporation

(Name of Issuer)

Common Stock, par value $0.25 per share

(Title of Class of Securities)

863314100

(CUSIP Number)

Mr. James A. Mitarotonda

c/o Barington Companies Equity Partners, L.P.

888 Seventh Avenue, 17th Floor

New York, NY 10019

(212) 974-5700

(Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

November 6, 2006

(Date of Event which Requires Filing

of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: .

SCHEDULE 13D

CUSIP No. 863314100

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Barington Companies Equity Partners, L.P.				13-4088890

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				504,899

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				504,899

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				504,899

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.40%

14)	TYPE OF REPORTING PERSON
				PN

SCHEDULE 13D

CUSIP No. 863314100

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Barington Investments, L.P.				20-2871525

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				321,289

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				321,289

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				321,289

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.89%

14)	TYPE OF REPORTING PERSON
				PN

SCHEDULE 13D

CUSIP No. 863314100

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Barington Companies Advisors, LLC				20-0327470

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				321,289

		8)	SHARED VOTING POWER
				504,899

		9)	SOLE DISPOSITIVE POWER
				321,289

		10)	SHARED DISPOSITIVE POWER
				504,899

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				826,188

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.29%

14)	TYPE OF REPORTING PERSON
				IA, OO

SCHEDULE 13D

CUSIP No. 863314100

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Barington Companies Investors, LLC				13-4126527

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				none

		8)	SHARED VOTING POWER
				504,899

		9)	SOLE DISPOSITIVE POWER
				none

		10)	SHARED DISPOSITIVE POWER
				504,899

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				504,899

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.40%

14)	TYPE OF REPORTING PERSON
				OO

SCHEDULE 13D

CUSIP No. 863314100

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Barington Companies Offshore Fund, Ltd.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				726,818

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				726,818

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				726,818

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.01%

14)	TYPE OF REPORTING PERSON
				CO

SCHEDULE 13D

CUSIP No. 863314100

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Barington Offshore Advisors, LLC				20-4797640

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				726,818

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				726,818

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				726,818

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.01%

14)	TYPE OF REPORTING PERSON
				IA, OO

SCHEDULE 13D

CUSIP No. 863314100

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Barington Capital Group, L.P.				13-3635132

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				1,553,006

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				1,553,006

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,553,006

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				4.30%

14)	TYPE OF REPORTING PERSON
				PN

SCHEDULE 13D

CUSIP No. 863314100

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	LNA Capital Corp.				13-3635168

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				1,553,006

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				1,553,006

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,553,006

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				4.30%

14)	TYPE OF REPORTING PERSON
				CO

SCHEDULE 13D

CUSIP No. 863314100

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	James Mitarotonda

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				1,553,006

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				1,553,006

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,553,006

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				4.30%

14)	TYPE OF REPORTING PERSON
				IN

SCHEDULE 13D

CUSIP No. 863314100

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Starboard Value and Opportunity Master Fund Ltd.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				993,918

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				993,918

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				993,918

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				2.75%

14)	TYPE OF REPORTING PERSON
				CO

SCHEDULE 13D

CUSIP No. 863314100

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Parche, LLC				20-0870632

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			WC

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				191,774

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				191,774

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				191,774

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				0.53%

14)	TYPE OF REPORTING PERSON
				OO

SCHEDULE 13D

CUSIP No. 863314100

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Admiral Advisors, LLC				37-1484525

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				1,185,692

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				1,185,692

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,185,692

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.28%

14)	TYPE OF REPORTING PERSON
				OO

SCHEDULE 13D

CUSIP No. 863314100

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Ramius Capital Group, L.L.C.				13-3937658

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				1,185,692

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				1,185,692

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,185,692

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.28%

14)	TYPE OF REPORTING PERSON
				IA, OO

SCHEDULE 13D

CUSIP No. 863314100

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	C4S & Co., L.L.C.				13-3946794

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				1,185,692

		8)	SHARED VOTING POWER
				none

		9)	SOLE DISPOSITIVE POWER
				1,185,692

		10)	SHARED DISPOSITIVE POWER
				none

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,185,692

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.28%

14)	TYPE OF REPORTING PERSON
				OO

SCHEDULE 13D

CUSIP No. 863314100

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Peter A. Cohen

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				none

		8)	SHARED VOTING POWER
				1,185,692

		9)	SOLE DISPOSITIVE POWER
				none

		10)	SHARED DISPOSITIVE POWER
				1,185,692

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,185,692

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.28%

14)	TYPE OF REPORTING PERSON
				IN

SCHEDULE 13D

CUSIP No. 863314100

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Morgan B. Stark

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				none

		8)	SHARED VOTING POWER
				1,185,692

		9)	SOLE DISPOSITIVE POWER
				none

		10)	SHARED DISPOSITIVE POWER
				1,185,692

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,185,692

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.28%

14)	TYPE OF REPORTING PERSON
				IN

SCHEDULE 13D

CUSIP No. 863314100

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Jeffrey M. Solomon

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				none

		8)	SHARED VOTING POWER
				1,185,692

		9)	SOLE DISPOSITIVE POWER
				none

		10)	SHARED DISPOSITIVE POWER
				1,185,692

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,185,692

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.28%

14)	TYPE OF REPORTING PERSON
				IN

SCHEDULE 13D

CUSIP No. 863314100

1)	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Thomas W. Strauss

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
					(b)

3)	SEC USE ONLY

4)	SOURCE OF FUNDS			OO

5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7)	SOLE VOTING POWER
				none

		8)	SHARED VOTING POWER
				1,185,692

		9)	SOLE DISPOSITIVE POWER
				none

		10)	SHARED DISPOSITIVE POWER
				1,185,692

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,185,692

12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.28%

14)	TYPE OF REPORTING PERSON
				IN

This Amendment No. 5 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 1, 2006, as amended by that Amendment No. 1 filed with the SEC on March 2, 2006, that Amendment No. 2 filed with the SEC on May 31, 2006, that Amendment No. 3 filed with the SEC on June 7, 2006 and that Amendment No. 4 filed with the SEC on June 15, 2006 (together, the “Statement”) by and on behalf of Barington Companies Equity Partners, L.P. (“Barington”) and others with respect to the common stock, par value $0.25 per share (the “Common Stock”), of The Stride Rite Corporation, a Massachusetts corporation (the “Company”). The principal executive offices of the Company are located at 191 Spring Street, P.O. Box 9191, Lexington, Massachusetts 02420.

Item 2.

Identity and Background.

The second paragraph of Item 2(a) – (c) of the Statement is hereby amended and restated as follows:

As of November 7, 2006, the Reporting Entities are the beneficial owners of, in the aggregate, 2,738,698 shares of Common Stock, representing approximately 7.59% of the shares of Common Stock presently outstanding.

Item 3.

Source and Amount of Funds or Other Consideration.

The information contained in Item 3 of the Statement is hereby amended and supplemented as follows:

Since June 15, 2006, the Reporting Entities purchased an aggregate of 8,500 shares of Common Stock. The amount of funds expended for such purchases was approximately $87,074.36 by Starboard Value and Opportunity Master Fund, Ltd. and $16,585.59 by Parche, LLC. All purchases of Common Stock by the Reporting Entities since June 15, 2006 were made in open market transactions. Since June 15, 2006, the Reporting Entities sold an aggregate of 526,100 shares of Common Stock.

All transactions effected since the filing of the Statement are described in the Schedule attached hereto. All such purchases of Common Stock were funded by working capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) and (b) of the Statement are hereby amended and restated as follows:

(a) As of November 7, 2006, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 504,899 shares of Common Stock, representing approximately 1.40% of the shares of Common Stock presently outstanding based upon the 36,095,427 shares of Common Stock reported by the Company to be issued and outstanding as of September 30, 2006 in its Form 10-Q filed with the Securities and Exchange Commission on October 10, 2006 (the “Issued and Outstanding Shares”). As of November 7, 2006, Barington Investments, L.P. beneficially owns 321,289 shares of Common Stock, constituting approximately 0.89% of the Issued and Outstanding Shares. As of November 7, 2006, Barington Companies Offshore Fund, Ltd. beneficially owns 726,818 shares of Common Stock, constituting approximately 2.01% of the Issued and Outstanding Shares. As the investment advisor to Barington Companies Equity Partners, L.P. and the investment advisor and general partner of Barington Investments, L.P., Barington Companies Advisors, LLC may be deemed to beneficially own the 504,899 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 321,289 shares of Common Stock beneficially owned by Barington Investments, L.P., representing an aggregate of 826,188 shares, constituting approximately 2.29% of the Issued and Outstanding Shares. As the general partner of Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC may be deemed to beneficially own the 504,899 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., constituting approximately 1.40% of the Issued and Outstanding Shares. As the investment advisor to Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors, LLC may be deemed to beneficially own the 726,818 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting approximately 2.01% of the Issued and Outstanding Shares. As the majority member of Barington Companies Advisors, LLC and Barington Companies Investors, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the 504,899 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. and the 321,289 shares of Common Stock beneficially owned by Barington Investments, L.P. As the majority member of Barington Offshore Advisors, LLC, Barington Capital Group, L.P. may also be deemed to beneficially own the 726,818 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 1,553,006 shares, constituting approximately 4.30% of the Issued and Outstanding Shares. As the general partner of Barington Capital Group, L.P., LNA Capital Corp. may be deemed to beneficially own the 504,899 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 321,289 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 726,818 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 1,553,006 shares of Common Stock, constituting approximately 4.30% of the Issued and Outstanding Shares. As the sole stockholder and director of LNA Capital Corp., Mr. Mitarotonda may be deemed to beneficially own the 504,899 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 321,289 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 726,818 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing an aggregate of 1,553,006 shares of Common Stock, constituting approximately 4.30% of the Issued and Outstanding Shares. Each of Barington Companies Advisors, LLC and Barington Companies Investors, LLC share voting and dispositive power with respect to the 504,899 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. Mr. Mitarotonda has sole voting and dispositive power with respect to the 504,899 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 321,289 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 726,818 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. Mr. Mitarotonda disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.

As of November 7, 2006, each of Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC beneficially own 993,918 and 191,774 shares of Common Stock, respectively, constituting approximately 2.75% and 0.53%, respectively, of the Issued and Outstanding Shares. As the investment manager of Starboard Value and Opportunity Master Fund Ltd., and the managing member of Parche, LLC, Admiral Advisors, LLC may be deemed to beneficially own the 993,918 shares and the 191,774 shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, respectively, representing an aggregate of 1,185,692 shares, constituting approximately 3.28% of the Issued and Outstanding Shares. As the sole member of Admiral Advisors, LLC, Ramius Capital Group, L.L.C. may be deemed to beneficially own the 993,918 shares and the 191,774 shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, respectively, representing an aggregate of 1,185,692 shares, constituting approximately 3.28% of the Issued and Outstanding Shares. As the managing member of Ramius Capital Group, L.L.C., C4S & Co., L.L.C. may be deemed to beneficially own the 993,918 shares and the 191,774 shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, respectively, representing an aggregate of 1,185,692 shares, constituting approximately 3.28% of the Issued and Outstanding Shares. As the managing members of C4S & Co., L.L.C., each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the 993,918 shares and the 191,774 shares of Common Stock owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, respectively, representing an aggregate of 1,185,692 shares, constituting approximately 3.28% of the Issued and Outstanding Shares. Each of Messrs. Cohen, Stark, Solomon and Strauss share voting and dispositive power with respect to the 993,918 shares and the 191,774 shares owned by Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC, respectively, by virtue of their shared authority to vote and dispose of such shares. Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of such shares.

The Reporting Entities do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only. Information with respect to each of the Reporting Entities is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.

(b) Each of the Reporting Entities may be deemed to have sole voting and dispositive power over the shares of Common Stock reported as beneficially owned by such person by virtue of their respective positions as described in paragraph (a), except that (i) Messrs. Cohen, Stark, Solomon and Strauss have shared authority to vote and dispose of the shares reported as beneficially owned by them and (ii) Barington Companies Advisors, LLC and Barington Companies Investors, LLC have shared authority to vote and dispose of the shares reported as beneficially owned by Barington Companies Equity Partners, L.P. Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of the shares reported as beneficially owned by them.

Except as set forth above, each of the other Reporting Entities may be deemed to have sole voting and dispositive power with respect to the shares each reports as beneficially owned by such person, regardless of the fact that multiple Reporting Entities within the same chain of ownership report sole voting and dispositive power with respect to such shares. Each such Reporting Entity reports sole voting and dispositive power with respect to such shares based on such person’s relationship to the other Reporting Entities within the same chain of ownership. Except to the extent expressly stated herein, each Reporting Entity disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other Reporting Entity.

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated: November 8, 2006

				BARINGTON COMPANIES EQUITY PARTNERS, L.P.
				By:	Barington Companies Investors, LLC, its general partner
				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	Managing Member

				BARINGTON INVESTMENTS, L.P.
				By:	Barington Companies Advisors, LLC, its general partner
				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	Managing Member

				BARINGTON COMPANIES ADVISORS, LLC
				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	Managing Member

				BARINGTON COMPANIES INVESTORS, LLC
				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	Managing Member

				BARINGTON COMPANIES OFFSHORE FUND, LTD.
				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	President

				BARINGTON OFFSHORE ADVISORS, LLC
				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	Authorized Signatory

				BARINGTON CAPITAL GROUP, L.P.
				By:	LNA Capital Corp., its general partner
				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	President and CEO

				LNA CAPITAL CORP.
				By:	/s/ James A. Mitarotonda

				Name:	James A. Mitarotonda
				Title:	President and CEO

				/s/ James A. Mitarotonda

				James A. Mitarotonda

STARBOARD VALUE AND	ADMIRAL ADVISORS, LLC
OPPORTUNITY MASTER FUND LTD.	By: Ramius Capital Group, L.L.C., its sole member

PARCHE, LLC	RAMIUS CAPITAL GROUP, L.L.C.
By: Admiral Advisors, LLC, its managing member	By: C4S & Co., L.L.C., as managing member

	C4S & CO., L.L.C.

By:	/s/ Jeffrey M. Solomon

Name:	Jeffrey M. Solomon
Title:	Authorized Signatory

JEFFREY M. SOLOMON
/s/ Jeffrey M. Solomon

Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss

SCHEDULE

This schedule sets forth information with respect to each purchase and sale of Common Stock which was effectuated by a Reporting Entity since the filing of the Statement. All transactions were effectuated in the open market through a broker.

Shares sold by Barington Companies Equity Partners, L.P.

Date	Number of Shares		Price Per Share		*Cost()**

10/16/2006	(2,016	)	$	14.581	$	(29,395.30	)
10/20/2006	(1,638	)	$	14.526	$	(23,793.59	)
10/23/2006	(7,559	)	$	14.599	$	(110,353.84	)
10/24/2006	(546	)	$	14.653	$	(8,000.54	)
10/24/2006	(13,440	)	$	14.551	$	(195,565.44	)
10/24/2006	(21,014	)	$	14.550	$	(305,753.70	)
10/30/2006	(1,912	)	$	14.697	$	(28,100.66	)
10/30/2006	(3,581	)	$	14.671	$	(52,536.85	)
10/31/2006	(14,812	)	$	14.749	$	(218,462.19	)
11/1/2006	(695	)	$	14.820	$	(10,299.90	)
11/1/2006	(27,816	)	$	14.828	$	(412,455.65	)
11/2/2006	(22,601	)	$	14.850	$	(335,624.85	)
11/6/2006	(26,078	)	$	15.173	$	(395,681.49	)
11/6/2006	(20,862	)	$	14.958	$	(312,053.80	)
11/7/2006	(17,385	)	$	15.503	$	(269,519.66	)

Shares sold by Barington Companies Offshore Fund, Ltd.

Date	Number of Shares		Price Per Share		*Cost()**

10/16/2006	(2,150	)	$	14.581	$	(31,349.15)
10/20/2006	(1,747	)	$	14.526	$	(25,376.92)

Shares sold by Barington Investments, L.P.

Date	Number of Shares		Price Per Share		*Cost()**

10/16/2006	(1,210	)	$	14.581	$	(17,643.01	)
10/20/2006	(983	)	$	14.526	$	(14,279.06	)
10/30/2006	(1,223	)	$	14.697	$	(17,974.43	)
10/30/2006	(2,290	)	$	14.671	$	(33,596.59	)
10/31/2006	(9,470	)	$	14.749	$	(139,673.03	)
11/1/2006	(445	)	$	14.820	$	(6,594.90	)
11/1/2006	(17,784	)	$	14.828	$	(263,701.15	)
11/2/2006	(14,450	)	$	14.850	$	(214,582.50	)
11/6/2006	(16,672	)	$	15.173	$	(252,964.26	)
11/6/2006	(13,338	)	$	14.958	$	(199,509.80	)
11/7/2006	(11,115	)	$	15.503	$	(172,315.85	)

Shares purchased and sold by Starboard Value and Opportunity Master Fund Ltd. (sales represented by parenthesis)

Date	Number of Shares		Price Per Share		*Cost()**

6/19/2006	4,200		$	12.1950	$	51,219.00
6/27/2006	2,940		$	12.1957	$	35,855.36
10/16/2006	(3,542	)	$	14.5806	$	(51,644.49	)
10/20/2006	(2,878	)	$	14.5258	$	(41,805.25	)
10/23/2006	(4,982	)	$	14.5987	$	(72,730.72	)
10/24/2006	(633	)	$	14.6531	$	(9,275.41	)
10/24/2006	(15,590	)	$	14.5512	$	(226,853.21	)
10/24/2006	(24,348	)	$	14.5500	$	(354,263.40	)
10/25/2006	(4,956	)	$	14.6436	$	(72,573.68	)
10/25/2006	(6,720	)	$	14.7000	$	(98,784.00	)
10/27/2006	(504	)	$	14.7250	$	(7,421.40	)
10/27/2006	(5,880	)	$	14.6866	$	(86,357.21	)
10/30/2006	(1,987	)	$	14.6973	$	(29,203.54	)
10/30/2006	(3,720	)	$	14.6714	$	(54,577.61	)
10/31/2006	(15,387	)	$	14.7489	$	(226,941.32	)
11/1/2006	(28,896	)	$	14.8275	$	(428,455.44	)
11/1/2006	(722	)	$	14.8200	$	(10,700.04	)
11/2/2006	(23,478	)	$	14.8500	$	(348,648.30	)
11/6/2006	(27,090	)	$	15.1733	$	(411,044.70	)
11/6/2006	(21,672	)	$	14.9583	$	(324,176.28	)
11/7/2006	(18,060	)	$	15.5030	$	(279,984.18	)

Shares purchased and sold by Parche, LLC (sales represented by parenthesis)

Date	Number of Shares		Price Per Share		*Cost()**

6/19/2006	800		$	12.1950	$	9,756.00
6/27/2006	560		$	12.1957	$	6,829.59
10/16/2006	(682	)	$	14.5806	$	(9,943.97	)
10/20/2006	(554	)	$	14.5258	$	(8,047.29	)
10/23/2006	(959	)	$	14.5987	$	(14,000.15	)
10/24/2006	(121	)	$	14.6531	$	(1,773.03	)
10/24/2006	(2,970	)	$	14.5512	$	(43,217.06	)
10/24/2006	(4,638	)	$	14.5500	$	(67,482.90	)
10/25/2006	(944	)	$	14.6436	$	(13,823.56	)
10/25/2006	(1,280	)	$	14.7000	$	(18,816.00	)
10/27/2006	(96	)	$	14.7250	$	(1,413.60	)
10/27/2006	(1,120	)	$	14.6866	$	(16,448.99	)
10/30/2006	(378	)	$	14.6973	$	(5,555.58	)
10/30/2006	(709	)	$	14.6714	$	(10,402.02	)
10/31/2006	(2,931	)	$	14.7489	$	(43,229.03	)
11/1/2006	(5,504	)	$	14.8275	$	(81,610.56	)
11/1/2006	(138	)	$	14.8200	$	(2,045.16	)
11/2/2006	(4,471	)	$	14.8500	$	(66,394.35	)
11/6/2006	(5,160	)	$	15.1733	$	(78,294.23	)
11/6/2006	(4,128	)	$	14.9583	$	(61,747.86	)
11/7/2006	(3,440	)	$	15.5030	$	(53,330.32	)

(*)	Excludes commissions and other execution-related costs.

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