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): September 9, 2004

                                  Saucony, Inc.
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               (Exact Name of Registrant as Specified in Charter)

      Massachusetts              000-05083                   04-1465840
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  (State or Other Juris-         (Commission              (IRS Employer
 diction of Incorporation       File Number)           Identification No.)


   13 Centennial Drive, Peabody, Massachusetts         01960
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    (Address of Principal Executive Offices)        (Zip Code)


        Registrant's telephone number, including area code: 978-532-9000

                                 Not Applicable
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          (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 Instruction 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))


Item 1.01.     Entry into a Material Definitive Agreement.

     On September 9, 2004,  Saucony entered into retention  agreements with each
of  Michael  Umana,  the  Company's  Chief  Operating  Officer,  Executive  Vice
President,  Finance and Chief Financial Officer, Michael Jeppesen, the Company's
Senior Vice President,  Manufacturing and Product  Development,  Samuel S. Ward,
the Company's Senior Vice President,  Operations and Technology, and Brian Enge,
the Company's  Vice  President,  Hind Apparel  Division.  On September 10, 2004,
Saucony  entered  into a  retention  agreement  with  Roger  P.  Deschenes,  the
Company's Vice President, Controller and Chief Accounting Officer.

     These  retention  agreements all generally  provide that (1) if the officer
remains  continuously  employed  full-time  by Saucony and  Saucony  completes a
change in control on or prior to December  31, 2005 (or June 30,  2005,  for Mr.
Deschenes)  Saucony will pay the officer an initial  retention  bonus and (2) if
the officer remains continuously employed full-time by Saucony during the period
ending  six  months  after  Saucony  completes  the  change in  control,  or the
officer's  employment  at Saucony is  terminated  during  that period by Saucony
without cause or by the officer for good reason, Saucony will pay the officer an
additional retention bonus. The amounts of the retention bonuses provided for in
the retention agreements are as follows:


     Name                  Initial Retention Bonus    Additional Retention Bonus
     ----                  -----------------------    --------------------------

Michael Umana                   $150,000                       $150,000
Michael Jeppesen                 106,818                        106,818
Samuel S. Ward                    92,500                         92,500
Brian Enge                        88,275                         88,275
Roger P. Deschenes                73,192                         73,192

     The retention agreements for Messrs. Umana, Jeppesen, Ward and Enge further
provide that if the officer remains  continuously  employed full-time by Saucony
and Saucony  completes a change in control on or prior to December  31, 2005 all
options to purchase Saucony's capital stock granted to the officer (which do not
by their terms otherwise automatically vest upon the occurrence of the change in
control) will  automatically  vest as to 50% of the unvested  shares  subject to
such options.

     In  addition,  on  September  9, 2004,  Mr.  Umana  entered into a separate
agreement with Saucony.  This  agreement  provides that Mr. Umana will receive a
$300,000  severance  payment if his  employment at Saucony is terminated  (1) by
Saucony  without  cause or (2) after a change in control of Saucony by Mr. Umana
for good reason.  This  severance  benefit is in place of, and  supersedes,  the
benefit to which Mr. Umana would otherwise be entitled under Saucony's executive
severance  benefit  plan.  This  agreement  also provides that Mr. Umana will be
eligible for a bonus of up to $300,000 for Saucony's 2004 fiscal year,  with 75%
of the bonus, or $225,000,  to be earned if Saucony's earnings per share for its
2004 fiscal year meet or exceed a specified  target.  The  remaining  25% of the
potential  bonus,  or up to  $75,000,  will be  payable  by  Saucony in the sole
discretion of the compensation committee of Saucony's board of directors.



                                    SIGNATURE

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



Date:  September 14, 2004           SAUCONY, INC.


                                 By:  /s/ Michael Umana
                                       Michael Umana
                                       Chief Operating Officer,
                                       Executive Vice President,
                                       Finance and Chief Financial Officer