FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


  For the quarterly period ended September 30, 2000

  Commission file number 1-9340


                           REEBOK INTERNATIONAL LTD.
        -----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                            Massachusetts 04-2678061
            ------------------------------------ --------------------
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)


             1895 J.W. Foster Boulevard, Canton, Massachusetts 02021
        -----------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (781) 401-5000
        -----------------------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

  Yes  (X)       No  (  )

The number of shares  outstanding of registrant's  common stock,  par value $.01
per share, at November 3, 2000 was 57,219,636 shares.



<PAGE>



REEBOK INTERNATIONAL LTD.


INDEX

PART I.    FINANCIAL INFORMATION:

Item 1     Financial Statements (Unaudited)

           Condensed Consolidated Balance Sheets -
             September 30, 2000 and 1999, and
                     December 31, 1999. . . . . . . . . . . . . . . . .  .  3-4

           Condensed Consolidated Statements of Income - Three
                     and Nine months Ended September 30, 2000 and 1999. . . . 5

           Condensed  Consolidated  Statements of Cash Flows - Nine months Ended
             September 30, 2000 and 1999. . .  . . . . . .. . . . . . . . . 6-7

           Notes to Condensed Consolidated Financial
                     Statements . . . . . . . . . . . . . . . . . . . .  . 8-11

Item 2

           Management's Discussion and Analysis of Results
             Of Operations and Financial Condition. . . . . . . . . . . . 12-19


Part II.   OTHER INFORMATION:


Item 1-5   Not Applicable  . . . . . . . . . . . . . . . . . . . . . . . .   20


Item 6     Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . .   20





<PAGE>


<TABLE>



                   REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                  (Amounts in thousands, except per share data)


<CAPTION>
                                    September 30,        December 31,
                                  2000         1999         1999
                                  ----         ----         ----
                                      (Unaudited)       (See Note 1)

<S>                            <C>         <C>         <C>
Current assets:
  Cash and cash equivalents    $ 211,730   $ 143,060   $  281,744
  Accounts receivable,  net
  of allowance for doubtful
  accounts  (September 2000,
    $49,547; September 1999,
    $49,138; December 1999,
    $46,217)                     522,574     579,859      417,404
  Inventory                      381,042     449,743      414,616
  Deferred income taxes           73,926      79,361       88,127
  Prepaid expenses and other
    current assets                43,027      52,690       41,227
                               ---------   ---------    ---------


    Total current assets       1,232,299   1,304,713    1,243,118
                               ---------   ---------    ---------

Property and equipment, net      142,867     177,449      178,111

Other non-current assets:
  Intangibles, net of
    amortization                  65,607      71,975       68,892
  Deferred income taxes           39,271      51,068       43,868
  Other                           16,671      28,860       30,139
                               ---------   ---------    ---------


                                 121,549     151,903      142,899
                               ---------   ---------    ---------

Total Assets                  $1,496,715  $1,634,065   $1,564,128
                               =========   =========    =========

</TABLE>

<PAGE>

<TABLE>

                   REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
                  (Amounts in thousands, except per share data)

<CAPTION>

                                     September 30,          December 31,
                                  2000          1999           1999
                                  ----          ----           ----
                                      (Unaudited)           (See Note 1)
<S>                            <C>          <C>             <C>
  Current liabilities:
  Notes payable to banks       $    6,483   $    37,571     $   27,614
  Current portion of
    long-term debt                 95,164       185,186        185,167
  Accounts payable                152,529       144,376        153,998
  Accrued expenses                307,596       261,771        241,322
  Income taxes payable             18,588        25,835          8,302
                               ----------    ----------     ----------
    Total current liabilities     580,360       654,739        616,403
                               ----------    ----------     ----------
Long-term debt, net of
  current portion                 304,472       400,012        370,302

Minority interest and other
 long-term liabilities             31,318        33,552         48,607

Commitments and contingencies

Stockholders' equity:
  Common stock, par value
   $.01; authorized 250,000
   shares; issued
   September  30,  2000,  95,760;
   issued  September  30, 1999,
   92,826;  issued
   December 31, 1999, 92,986          958           928            930
  Retained earnings             1,279,593     1,184,452      1,170,885
  Less shares in treasury
   at cost: September 30, 2000,
   38,716; September 30, 1999,
   36,716; December 31,1999,
   36,716                        (653,370)     (617,620)      (617,620)
  Unearned compensation            (1,651)
  Accumulated other
   Comprehensive loss             (44,965)      (21,998)       (25,379)
                               ----------    ----------     ----------
                                  580,565       545,762        528,816
                               ----------    ----------     ----------
Total liabilities and
  stockholders' equity         $1,496,715    $1,634,065     $1,564,128
                               ==========    ==========     ==========
</TABLE>

The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.

<PAGE>

<TABLE>


                   REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                  (Amounts in thousands, except per share data)
                                   (Unaudited)

<CAPTION>

                                 Three months Ended     Nine months Ended
                                    September 30,         September 30,
                              ----------------------    ----------------
                                 2000        1999       2000       1999
                                 ----        ----       ----       ----
<S>                          <C>        <C>        <C>         <C>

Net sales                    $ 787,821  $ 793,937  $2,242,726  $2,277,114
Other expense, net              (6,621)    (4,650)     (2,692)     (6,222)
                               -------    --------   ---------   ---------

                               781,200    789,287   2,240,034   2,270,892

Costs and expenses:
  Cost of sales                488,984    484,677   1,391,302   1,405,035
  Selling, general and
    administrative expenses    230,703    246,302     700,021     741,913
  Special charge                           38,000                  38,000
  Amortization of intangibles    2,027      1,157       4,206       3,892
  Interest expense               9,656     11,943      30,677      38,370
  Interest income               (3,788)    (2,181)    (11,868)     (5,158)
                               -------    --------   ---------   ---------
                               727,582    779,898   2,114,338   2,222,052
                               -------    --------   ---------   ---------
Income before income
  taxes and minority interest   53,618      9,389     125,696      48,840

Income tax expense              18,203      3,380      45,376      17,582
                               --------   --------   ---------   ---------

Income before minority
  interest                      35,415      6,009      80,320      31,258

Minority interest                3,091      2,743       5,614       5,519
                               --------   --------   ---------   ---------

Net income                    $ 32,324  $   3,266  $   74,706  $   25,739
                               =======   =========   =========   =========

Basic earnings per share      $    .57  $     .06  $    1.32   $      .46
                               ========  =========   =========   =========

Diluted earnings per share    $    .56  $     .06  $    1.30   $      .45
                               ========  =========   =========   =========
</TABLE>

The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.


<PAGE>

<TABLE>

                   REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)
                                   (Unaudited)


<CAPTION>

                                                   Nine months Ended
                                                     September 30,
                                                    ----------------
                                                    2000        1999
                                                    ----        ----
<S>                                            <C>         <C>
Cash flows from operating activities:
  Net income                                   $   74,706  $   25,739
  Adjustments to reconcile net income
    to net cash provided by
    operating activities:
     Depreciation and amortization                 33,234      32,902
     Minority interest                              5,614       5,519
     Deferred income taxes                         17,576      (9,108)
     Special charge                                            38,000
     Net gain on asset sales and disposals            642
     Changes in operating assets and
      liabilities:
       Accounts receivable                       (124,691)    (71,693)
       Inventory                                    8,909      79,678
       Prepaid expenses                            (3,587)     (2,997)
       Other                                        4,253      (1,536)
       Accounts payable and accrued expenses       57,617      (9,368)
       Income taxes payable                        11,956      (1,896)
                                               ----------  ----------
         Total adjustments                         11,523      59,501
                                               ----------  ----------

Net cash provided by
 operating activities                              86,229      85,240

                                               ----------  ----------
Cash flows from investing activities:

   Proceeds from asset sales                       42,438
   Payments to acquire property and
     equipment                                    (20,276)    (36,291)
   Investments in subsidiaries                     (1,890)
                                               ----------  ----------


  Net cash provided by (used for)
   investing activities                            20,272     (36,291)
                                               ----------  ----------

</TABLE>



<PAGE>

<TABLE>

                   REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont'd)
                             (Amounts in thousands)
                                   (Unaudited)

<CAPTION>

                                                   Nine months Ended
                                                     September 30,
                                                    ----------------

                                                     2000       1999
                                                     ----       ----
<S>                                             <C>         <C>
Cash flows from financing activities:
  Net borrowings (repayments) of notes
    payable to banks                            $ (19,422)  $ (12,265)
  Payments of long-term debt                     (155,059)    (54,945)
  Proceeds from issuance of common stock to
    employees                                       3,649       1,966
  Dividends to minority shareholders                          (10,224)
  Repurchases of common stock                                 (16,559)
                                                 --------    --------

Net cash used for financing activities           (170,832)    (92,027)
                                                 --------    --------

Effect of exchange rate changes on cash
  and cash equivalents                             (5,683)      6,068
                                                 --------    --------

Net decrease in cash and cash equivalents         (70,014)    (37,010)
                                                 --------    --------

Cash and cash equivalents at beginning of
  period                                          281,744     180,070
                                                 --------   ---------

Cash and cash equivalents at end of period      $ 211,730   $ 143,060
                                                 ========   =========

Supplemental disclosures of cash flow information:

                                                    2000       1999
                                                    ----       ----

Cash paid during the period for:
  Interest                                       $ 32,166   $  38,301
  Income taxes                                     15,565      30,966
</TABLE>

The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.


<PAGE>


                   REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                (Dollar amounts in thousands, except share data)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

Basis of Presentation
---------------------

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with GAAP for interim  financial  information and reflect
all adjustments (consisting of only normal recurring accruals) which are, in the
opinion of  management,  necessary  for a fair  presentation  of the  results of
operations for the interim periods. The interim financial  information and notes
thereto should be read in conjunction with the Company's latest annual report to
shareholders.  The results of operations for the nine months ended September 30,
2000 are not  necessarily  indicative  of results to be expected  for the entire
year.

The  balance  sheet at  December  31,  1999 has been  derived  from the  audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles ("GAAP") for
complete financial statements.

Certain amounts in the prior year have been  reclassified to conform to the 2000
presentation.

Recently Issued Accounting Standards
------------------------------------


In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 133 "Accounting for Derivative  Instruments
and  Hedging  Activities"  ("Statement  133").  Statement  133 will  require the
Company  to record all  derivatives  on the  balance  sheet at fair  value.  For
derivatives  that are hedges,  changes in the fair value of derivatives  will be
offset by changes in the underlying  hedged item in earnings in the same period.
In June 1999,  the Financial  Accounting  Standards  Board delayed the effective
date of Statement 133 to the first quarter of fiscal years  beginning after June
15, 2000. The Company intends to adopt Statement 133 on January 1, 2001.

Management  of the Company does not expect the adoption of this standard to have
a  material  impact  on  the  Company's   financial  position  or  results  from
operations.


<PAGE>



In December  1999, the  Securities  and Exchange  Commission  (SEC) staff issued
Staff  Accounting  Bulletin  (SAB) No. 101,  "Revenue  Recognition  in Financial
Statements",  which  summarizes the staff's views  regarding the  application of
generally accepted accounting principles to selected revenue recognition issues.
In June 2000, the SEC issued SAB 101B, which delayed the implementation  date of
SAB 101 until no later than the fourth  quarter of 2000.  The  Company  believes
that the  impact of SAB 101 will not have a  material  effect on the  results of
operations or financial position of the Company.


NOTE 2 - SPECIAL CHARGES
-----------------------


Details of the special charge activity are as follows:
<TABLE>
<CAPTION>


                                                                                                        Termination of
                                               Legal        Employee      Fixed Asset     Marketing     Leases and
                                Total          Settlement   Severance     Write-downs     Contracts     Other
<S>                             <C>            <C>          <C>           <C>             <C>           <C>
Balance, 12/31/99               $  65,557      $ 21,424     $ 18,917      $ 15,534        $ 9,091       $   591

2000 Utilization                  (21,112)       (1,059)      (6,328)      (11,385)        (1,698)         (642)

Change in Estimates                 3,289                                   (3,644)         6,210           723
                                  --------      ---------    ----------   ---------        ---------     ---------
Balance, 9/30/00                $  47,734       $ 20,365    $  8,945      $ 10,359        $ 7,393        $  672
                                 ---------      ---------    ----------   ---------        ---------     ---------
</TABLE>


The  restructuring  charge relates to facilities  consolidation and elimination,
asset   write-downs,   personnel   related   expenses  and  the  termination  or
restructuring  of certain  underperforming  marketing  contracts  that no longer
reflect the Company's  brand  positioning.  During the third quarter of 2000, it
was determined  that certain  amounts which had previously  been provided for in
the  restructuring  charges  totaling  $6,260  were no longer  required,  as the
activity  had  either  been  completed  or the amount  accrued  was in excess of
current  anticipated  requirements.  In  addition,  it was  determined  that  an
additional  provision was required for fixed asset impairments  totaling $9,549.
The net effect of these  changes  amounts to a $3,289  charge and is included in
"change in estimates"  above.  This amount has been reported in other expense in
the accompanying condensed consolidated financial statements for the quarter and
nine months ended September, 2000.

The  remaining  accruals  will be utilized  throughout  fiscal 2000 and 2001, as
leases  expire,  consolidations  occur,  contractual  obligations  come  due and
severance payments are made.


<PAGE>




NOTE 3 - EARNINGS PER SHARE
---------------------------


The following table sets forth the computation of basic and diluted earnings per
share (amounts in thousands, except per share data):
<TABLE>
<CAPTION>

                             Three Months Ended      Nine Months Ended
                                September 30           September 30
                            -------------------     -------------------

                                2000        1999         2000       1999
                                ----       ----         ----        ----
<S>                           <C>        <C>          <C>         <C>
Numerator:
  Net income                  $ 32,324   $  3,266     $ 74,706    $ 25,739
                               -------    -------      -------     -------

Denominator for basic
earnings per share:
  Weighted average shares       56,968     56,109       56,729      56,050

  Dilutive employee stock
  options                        1,214         45          756         681
                               -------    -------      -------     -------

Denominator for diluted
earnings per share:
  Weighted average shares
  and assumed conversions       58,182     56,154       57,485      56,731
                               =======    =======      =======     =======

Basic earnings per share      $    .57   $    .06     $   1.32    $    .46

Diluted earnings per share    $    .56   $    .06     $   1.30    $    .45

</TABLE>

NOTE 4 - COMPREHENSIVE INCOME
-----------------------------


Comprehensive  income for the quarter ended September 30, 2000 and September 30,
1999 was  $20,264  and $9,815  respectively.  Comprehensive  income for the nine
months ended  September  30, 2000 and September 30, 1999 was $55,121 and $19,390
respectively.  Comprehensive  income for all periods  presented  represents  net
income and changes in foreign currency translation adjustments.



<PAGE>



NOTE 5 - CONTINGENCIES
----------------------


The Company is involved in various legal proceedings generally incidental to its
business.  While it is not feasible to predict or determine the outcome of these
proceedings, management does not believe that they should result in a materially
adverse  effect on the Company's  financial  position,  results of operations or
liquidity.


NOTE 6 - ACQUISITION OF TREASURY STOCK
--------------------------------------


During the second  quarter of 2000,  the Company  acquired  2,000,000  shares of
treasury stock in a non-cash  exchange  pursuant to a stock option exercise by a
major shareholder.  See the Current Report on Form 8-K filed with the Commission
June 6, 2000.





<PAGE>



                   REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION


This Form 10-Q  contains  forward-looking  statements  within the meaning of the
Private  Securities  Litigation  Reform Act of 1995,  including  statements with
regard to the  Company's  revenues,  earnings,  spending,  margins,  cash  flow,
orders,  inventory,   products,   actions,  plans,  strategies  and  objectives.
Forward-looking  statements include, without limitation,  any statement that may
predict,   forecast,   indicate  or  imply  future   results,   performance   or
achievements,  and may  contain  the words  "believe,"  "anticipate,"  "expect,"
"estimate,"  "intend,"  "plan,"  "project,"  "will be," "will  continue,"  "will
result," "could," "may," "might," or any variations of such words or other words
with  similar   meanings.   Any  such   statements  are  subject  to  risks  and
uncertainties that could cause the Company's actual results to differ materially
from those discussed in such forward-looking statements. Prospective information
is  based  on  management's  then  current   expectations  or  forecasts.   Such
information is subject to the risk that such  expectations or forecasts,  or the
assumptions underlying such expectations or forecasts, become inaccurate.

Risks and uncertainties that could affect the Company's actual results and could
cause such results to differ materially from those contained in  forward-looking
statements made by or on behalf of the Company include,  but are not limited to,
the following:  technological,  marketing, product, promotional or other success
by one or more of the Company's  competitors;  changes in consumer  preferences;
failure by the Company to adequately  forecast consumer demand and sales volume,
leading  to  increased  spending,  inventory  risk,  tooling  and  other  costs;
inability  to obtain  desired  pricing  margins  and  profitability  because  of
industry  conditions,  production  inefficiencies,  increased  costs  of  goods,
currency  trends,  the general retail  environment or the lack of success of the
Company's  products  or  marketing;  higher-than-anticipated  levels of customer
cancellations or returns; lack of success in the Company's retail operations due
to general  retail  market  conditions  or loss of market share to  competitors;
failure to meet delivery deadlines because of design, production or distribution
problems;   currency  fluctuations,   government  actions,  import  regulations,
political  instability or general  economic  factors that negatively  impact the
Company's  business  in one  or  more  international  regions;  interruption  or
unavailability  of sources of supply;  inability to make timely  payments on the
Company's  indebtedness  or  to  meet  debt  covenants;  loss  of  one  or  more
significant customers;  inability to protect significant trademarks,  patents or
other  intellectual  property of the Company;  negative  results in  litigation;
general economic factors  impacting  consumer  purchasing power and preferences;
changes in the Company's  tax rate or its ability to fully utilize  deferred tax
assets;  the  Company's  ability to achieve  desired  operating  and  logistical
efficiencies in the areas of distribution and information  systems;  disruptions
due to Year 2000 non-compliance in the systems of its key suppliers,  customers,
distributors  or  other  business  partners;  and  other  factors  mentioned  or
incorporated by reference in this report or other reports.

This list of risk factors is not exhaustive.  Other risks and  uncertainties are
discussed  elsewhere  in this  report and in further  detail  under the  caption
entitled  Issues and  Uncertainties  included in the Company's  Annual Report on
Form 10-K for the fiscal year ended  December 31, 1999 which has been filed with
the Securities and Exchange  Commission and is incorporated herein by reference.
In addition,  the Company operates in a highly  competitive and rapidly changing
environment.  Therefore,  new risk factors can arise, and it is not possible for
management  to predict  all such risk  factors,  nor to assess the impact of all
such  risk  factors  on the  Company's  business  or the  extent  to  which  any
individual risk factor,  or combination of factors,  may cause results to differ
materially from those contained in any forward-looking  statement.  Accordingly,
investors  should not place undue  reliance on  forward-looking  statements as a
prediction of actual results.

Operating Results
-----------------


Third Quarter 2000 Compared to Third Quarter 1999
---------------------------------------------------


Net sales for the quarter ended September 30, 2000 were $787.8 million, a slight
decrease  from  1999's  third  quarter  net  sales  of  $793.9  million.   Sales
comparisons  are  being  adversely  affected  by the  weakening  of the Euro and
British Pound  Sterling  over the past several  quarters.  On a constant  dollar
basis, which eliminates the effect of currency  fluctuations,  net sales for the
quarter ended  September 30, 2000  increased  $21.5 million or 2.8%.  The Reebok
Division's  worldwide sales (including the sales of the Greg Norman  Collection)
were $645.6  million,  a 3.6%  increase  from  constant  dollar  sales of $623.1
million in the third quarter of 1999.

U.S.  footwear sales of the Reebok Brand increased 4.4% to $233.3 million in the
third  quarter  of 2000  from  $223.5  million  in the  third  quarter  of 1999.
Consistent  with  the  Company's  strategy  to focus on  certain  key  strategic
categories,  U.S.  footwear sales in many categories  increased.  The basketball
category increased 21% and the men's and women's training categories experienced
double digit growth. Also, consistent with the Company's strategy,  the Classics
category increased approximately 3%. The Company believes that its U.S. footwear
business is improving and expects continued growth in 2001.

U.S.  apparel  sales of the  Reebok  Division  (including  the sales of the Greg
Norman Collection) decreased in the third quarter by 15.9% to $58.8 million from
$69.9  million in the third  quarter of 1999.  Despite the sales  decline in the
quarter and current market conditions,  the Company's apparel division generated
an  operating  profit in the quarter by  decreasing  its  operating  expenses by
17.3%.  The Company is focusing on building a quality  apparel  business with an
emphasis on men's and women's  training.  Sales of Greg Norman apparel decreased
24.4% as compared to the third quarter of 1999, however,  gross margins improved
by 620 basis points  domestically  and operating  expenses  declined 8.8% in the
current  quarter as  compared to the third  quarter of 1999.  During  2001,  the
Company plans to grow the Greg Norman apparel business by leveraging the success
of  PlayDry,  its  moisture  management  system,  and  increasing  the number of
department store and green grass golf doors in which the Company does business.

International  sales of the Reebok Brand  (including  footwear and apparel) were
$353.5  million in the third  quarter of 2000, an increase of 7.2% from constant
dollar  sales of $329.7  million  in the third  quarter  of 1999.  International
comparisons  were  also  adversely  impacted  by the  changes  to the  Company's
international  distribution  network.  Effective  January 1, 2000, the Company's
Switzerland   and  Russia   subsidiaries   were  sold  and  became   independent
distributors. Removing the adverse impact of currency and after giving effect to
the sale of Russia and  Switzerland,  net sales in Europe increased $2.8 million
or 1.0% as  compared  to the third  quarter  of 1999.  The Asia  Pacific  region
reported  a sales  increase  of 25.7% in the  quarter.  Currency  had a positive
impact on these  comparisons.  On a constant dollar basis,  this region reported
double digit sales  increases.  In Latin  America,  the  Company's  sales to its
independent  distributors  increased  approximately  35.5% as these distributors
increased  their  purchases  to  meet  local  consumer   demand.   International
categories  that  generated  sales  increases in the third  quarter of 2000 were
basketball,   running,   tennis,  and  women's  fitness.  In  constant  dollars,
international   footwear   sales   increased    approximately   11.5%,   whereas
international apparel sales decreased by approximately 2.5%.

Rockport's  third quarter 2000 sales were $116.2 million as compared to sales of
$118.3 million in the third quarter of 1999. On a constant  dollar basis,  third
quarter net sales were flat with the third quarter of 1999.  Domestic  sales for
the Rockport brand  decreased by 4.5%,  while  International  sales increased by
6.3% or 10.9% in constant dollars. As planned,  the Company increased the number
of new product introductions  beginning in July, 2000 and, as a result, sales of
new  men's  products  increased  20%  in  the  quarter.  International  revenues
accounted for 27.1% of Rockport's sales in the third quarter of 2000 as compared
to 25.1% in the third quarter of 1999.  During the third quarter 2000,  Rockport
launched a new  lifestyle  print ad campaign.  Media support for the campaign is
currently planned to increase significantly next year. The Company expects to be
able to grow  sales  for the  Rockport  brand in 2001 by  revitalizing  its core
products and by continuing to introduce new products to the market.

Sales of the Company's Polo Ralph Lauren Footwear products were $26.0 million in
the third  quarter  of 2000,  which is flat with  sales of $26.2  million in the
third  quarter of 1999.  This  division  is  experiencing  growth in various key
categories of the business.  The Company believes that the Lauren line for women
and Polo Sport Rugged product line for men are generating  strong  sell-throughs
this  season  with  improved  retail  presence  and an increase in the number of
department  store doors.  During the quarter,  the Company  launched  Polo Jeans
footwear with limited distribution and experienced strong sell-throughs.  During
2001,  the Company plans to expand Polo Jeans  footwear into  additional  retail
doors.

During the third quarter of 2000,  the Company's  overall gross margin was 37.9%
of sales  compared to 39.0% for 1999's  third  quarter.  The margin  decline was
primarily the result of the margin  erosion in Europe caused by the weakening of
the Euro and  British  Pound  Sterling  against  the  U.S.  dollar.  In order to
mitigate the impact of currency  fluctuations  on the Company's  gross margin in
2001, the Company has implemented selective price increases in various countries
in Europe,  value engineered  certain products to provide greater  efficiencies,
and changed some of its sourcing  strategies  in order to take  advantage of the
strong U.S. dollar.

Selling,  general and administrative expenses for the third quarter of 2000 were
$230.7 million,  or 29.3% of sales,  as compared to $246.3 million,  or 31.0% of
sales  in  1999's  third  quarter.  The  Company  continues  to  review  ways to
streamline its operations,  achieve greater  operating  efficiencies  and reduce
non-brand building expenses. In 2001, the Company plans to increase its spending
for  advertising  and  marketing  working  media in order  to  generate  greater
consumer demand  throughout  2001. This marketing spend will be funded primarily
from  anticipated   revenue  increases,   additional   operating   efficiencies,
reallocating funds from non-working to working media and from the elimination of
programs which are not critical to the Company's near- term strategic focus.

Net interest  expense was $5.9 million for the third quarter of 2000, a decrease
of $3.9  million as compared to the third  quarter of 1999.  The  decrease was a
result of improved cash flow and debt  repayments.  Other  expense,  net of $6.6
million  relates  to  currency  losses  and  gains and  losses  from the sale or
disposal of certain assets primarily related to facilities consolidation and the
change in estimates for restructuring charges (See Note 2).

The effective income tax rate was 33.9% in the third quarter of 2000 as compared
to 36.0% in the third quarter of 1999. The reduction from the year-to-date  rate
of  37.7%  as of June  30,  2000 is the  result  of a  favorable  change  in the
geographic mix of the total Company's  earnings which the Company  believes will
result  in an  annual  rate of  36.1%.  Therefore,  the nine  month tax rate was
adjusted to reflect that estimate.  However,  the rate could fluctuate depending
on where the Company  earns income  geographically,  and, if the Company  incurs
non-benefitable losses in certain jurisdictions, the rate could increase.


<PAGE>



First Nine Months 2000 Compared to First Nine Months 1999
-------------------------------------------------------


Net sales  for the first  nine  months  ended  September  30,  2000 were  $2.243
billion,  a 1.5%  decrease  from  1999's  first nine  months net sales of $2.277
billion.  Sales comparisons are being adversely affected by the weakening of the
Euro and British Pound  Sterling over the past several  quarters.  On a constant
dollar basis,  which eliminates the effect of currency  fluctuations,  net sales
for  nine  months  ended   September  30,  2000   increased   $19.8  million  or
approximately  1.0%. The Reebok Division's  worldwide sales (including the sales
of the Greg  Norman  Collection)  were  $1.847  billion,  a 1.5%  increase  from
constant dollar sales of $1.819 billion in the first nine months of 1999.

U.S. footwear sales of the Reebok Brand increased  slightly to $738.8 million in
the first nine  months of 2000 from  $734.9  million in the first nine months of
1999.  Consistent with the Company's  strategy to focus on certain key strategic
categories,  U.S.  footwear sales in many categories  increased.  The basketball
category increased 32% and the men's and women's training categories experienced
double digit growth.  The Company  believes that its U.S.  footwear  business is
improving and expects continued growth in 2001.

U.S.  apparel  sales of the  Reebok  Division  (including  the sales of the Greg
Norman Collection) decreased in the first nine months by 14.1% to $169.4 million
from $197.3 million in the first nine months of 1999.  Despite the sales decline
in the quarter and current market conditions the division generated an operating
profit  in the  nine  months  by  improving  margins  450  basis  points  and by
decreasing its operating  expenses by 21.0%. The Company is focusing on building
a quality apparel business with an emphasis on men's and women's training. Sales
of Greg Norman apparel  decreased  15.7% as compared to the first nine months of
1999, however, gross margins improved by 780 basis points and operating expenses
declined  9.7% in the first nine  months of 2000 as  compared  to the first nine
months of 1999.

International  sales of the Reebok Brand  (including  footwear and apparel) were
$938.5  million  in the first  nine  months of 2000,  an  increase  of 5.9% from
constant  dollar  sales of  $886.4  million  in the first  nine  months of 1999.
International  comparisons  were also  adversely  impacted by the changes to the
Company's  international  distribution  network.  Effective January 1, 2000, the
Company's  Switzerland and Russia  subsidiaries were sold and became independent
distributors. Removing the adverse impact of currency and after giving effect to
the sale of Russia and Switzerland,  net sales in Europe increased $22.1 million
or 3.1% as compared to the first nine months in 1999.  The Asia  Pacific  region
reported a sales increase of 19.5% in the first nine months as compared with the
1999 period. Currency had a positive impact on these comparisons.  On a constant
dollar  basis,  this region  reported  double  digit sales  increases.  In Latin
America,  the  Company's  sales  to  its  independent   distributors   increased
approximately  40.2% as these  distributors  increased  their  purchases to meet
local consumer demand.  International  categories that generated sales increases
in the first nine months of 2000 were basketball,  running,  tennis, and women's
fitness.   In  constant   dollars,   international   footwear  sales   increased
approximately   9.6%,   whereas   international   apparel  sales   decreased  by
approximately 1.4%.

Rockport's  sales for the first  nine  months of 2000  were  $314.0  million  as
compared  to sales of $332.0  million  in the first  nine  months of 1999.  On a
constant dollar basis, year-to-date net sales decreased 4.9% from 1999. Domestic
sales for the  Rockport  brand  decreased  by 7.9%,  while  international  sales
increased by 2.3% or 4.6% in constant dollars. As planned, the Company increased
the  number of new  product  introductions  beginning  in July,  2000 and,  as a
result, sales of new men's products increased 20% in the quarter.  International
revenues  accounted  for 26.2% of  Rockport's  sales in the first nine months of
2000 as  compared  to 24.2% in the first nine  months of 1999.  During the third
quarter 2000, Rockport launched a new lifestyle print ad campaign. Media support
for the campaign is currently planned to increase  significantly  next year. The
Company  expects  to be able to grow  sales  for the  Rockport  brand in 2001 by
revitalizing  its core  products and by  continuing to introduce new products to
the market.

Sales of the Company's Polo Ralph Lauren Footwear products were $82.0 million in
the first nine months of 2000,  an  increase of 10.7% from $74.1  million in the
first nine months of 1999. This division is  experiencing  growth in various key
categories of the business.  The Company believes that the Lauren line for women
and Polo Sport Rugged product line for men are generating  strong  sell-throughs
this  season  with  improved  retail  presence  and an increase in the number of
department  store doors.  During the quarter,  the Company  launched  Polo Jeans
footwear with limited distribution and experienced strong sell-throughs.  During
2001,  the Company plans to expand Polo Jeans  footwear into  additional  retail
doors.

During the first nine months of 2000,  the  Company's  overall  gross margin was
38.0% of sales  compared  to 38.3% for  1999's  first  nine  months.  The margin
decline was primarily  the result of the margin  erosion in Europe caused by the
weakening of the Euro and British Pound  Sterling  against the U.S.  dollar.  In
order to mitigate the impact of currency  fluctuations  on the  Company's  gross
margin in 2001, the Company has implemented selective price increases in various
countries  in Europe,  value  engineered  certain  products  to provide  greater
efficiencies,  and  changed  some of its  sourcing  strategies  in order to take
advantage of the strong U.S. dollar.

Selling,  general and administrative  expenses for the first nine months of 2000
were $700.0 million,  or 31.2% of sales, as compared to $741.9 million, or 32.6%
of sales in 1999's  first nine months.  The Company  continues to review ways to
streamline its operations,  achieve greater  operating  efficiencies  and reduce
non-brand building expenses. In 2001, the Company plans to increase its spending
for  advertising  and  marketing  working  media in order  to  generate  greater
consumer demand  throughout  2001. This marketing spend will be funded primarily
from  anticipated   revenue  increases,   additional   operating   efficiencies,
reallocating funds from non-working to working media and from the elimination of
programs which are not critical to the Company's near- term strategic focus.

Net  interest  expense was $18.8  million  for the first nine months of 2000,  a
decrease of $14.4  million as  compared  to the first nine  months of 1999.  The
decrease was a result of improved cash flow and debt repayments.  Other expense,
net of $2.7  million  relates to  currency  losses and gains and losses from the
sale or disposal of certain assets primarily related to facilities consolidation
and the change in estimates for restructuring charges (See Note 2).

The  effective  income  tax rate was 36.1% in the first  nine  months of 2000 as
compared  to 36.0% in the first  nine  months of 1999.  The  reduction  from the
year-to-date  rate of 37.7% as of June 30,  2000 is the  result  of a  favorable
change in the geographic mix of the total  Company's  earnings which the Company
believes will result in an annual rate of 36.1%.  Therefore,  the nine month tax
rate was adjusted to reflect that estimate.  However,  the rate could  fluctuate
depending on where the Company earns income geographically,  and, if the Company
incurs non-benefitable losses in certain jurisdictions, the rate could increase.


Reebok Brand Backlog of Open Orders
-----------------------------------

The Reebok Brand  backlog  (including  Greg Norman  Collection  apparel) of open
customer orders scheduled for delivery during the period October 1, 2000 through
March 31, 2001  increased  1.1% as  compared to the same period last year.  U.S.
backlog for the Reebok Brand,  increased  6.7%, and, the  international  backlog
which includes  Canada  decreased  5.9%. On a constant  dollar basis,  worldwide
Reebok Brand backlog  increased 7.4% and  international  backlog increased 8.3%.
U.S. footwear backlog increased 7.9%,  marking the fifth consecutive  quarter of
sequential  improvement.  U.S. apparel backlog (including Greg Norman Collection
apparel)  increased  .5% as compared  to the same period last year.  This is the
first positive  backlog  position for the U.S.  apparel business in three years.
These backlog comparisons are not necessarily indicative of future sales trends.
Many orders are cancelable,  sales by Company-owned  retail stores can vary from
year to year,  many  markets in Europe,  Latin  America and Asia Pacific are not
included in the open orders since sales are made by independent distributors and
the ratio of orders  booked early to at-once  shipments  can vary from period to
period.


<PAGE>




Liquidity and Sources of Capital
--------------------------------

At September  30, 2000,  the  Company's  working  capital was $651.9  million as
compared  with $650.0  million at  September  30,  1999.  The  current  ratio at
September  30, 2000 was 2.1 to 1, as  compared to 2.0 to 1 at December  31, 1999
and September 30, 1999. Outstanding bank indebtedness has been reduced by $216.7
million  over the last twelve  months  whereas the  Company's  cash  position as
compared with a year ago has increased by $68.7 million.

     Accounts  receivable  decreased by $57.3 million from September 30, 1999, a
decrease of 9.9%.  Inventory  decreased by $68.7 million or 15.3% from September
30, 1999. These decreases are in line with the Company's plans. In the U.S., the
Company's Reebok Brand footwear  inventories were down 18.8%.  U.S. Reebok Brand
apparel  inventories  increased 9.6% and retail  inventories  were up 10.2% from
last year. Inventories of all brands outside the U.S. decreased 30.2%.
Cash  provided  by  operations  during the first  nine  months of 2000 was $86.1
million,  as  compared  to $85.2  million  the first nine  months of 1999.  Cash
provided by investing  activities  was $20.3 million as a result of the proceeds
of $42.4 million from the sale of certain assets.  Capital  expenditures for the
nine months ended  September 30, 2000 were $20.3  million,  a decrease from 1999
due to higher  investments  in 1999 for the  Company's  European  Logistics  and
Shared Service Companies,  international  retail expansion and other information
systems  initiatives.  Cash generated from operations during the balance of 2000
and 2001, together with the Company's existing and available credit lines, other
financial  resources and ability to access  capital  markets given the Company's
existing  credit  ratings,  are  expected to  adequately  finance the  Company's
current  and planned  2001 cash  requirements.  However,  the  Company's  actual
experience may differ from the expectations set forth in the preceding sentence.
Factors  that might lead to a  difference  include,  but are not limited to, the
matters  discussed above and under the caption entitled Issues and Uncertainties
included in the  Company's  Annual  Report on Form 10-K as well as future events
that might have the effect of reducing the  Company's  available  cash  balances
(such as unexpected operating losses or increased capital or other expenditures,
as well as  increases in the  Company's  inventory  or accounts  receivable)  or
future  events  that might  reduce or  eliminate  the  availability  of external
financial resources.




<PAGE>




                           PART II - OTHER INFORMATION

Item 1 - 5

Not Applicable

Item 6

(a)      Exhibits

         27. Financial Data Schedule

(b)      Current Reports on Form 8-K

         The  Company  did not  file  any  Current  Reports  on Form 8-K for the
         quarter ended September 30, 2000.


<PAGE>




                                    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 thereunto duly authorized.


Dated:  November 13, 2000




                                    REEBOK INTERNATIONAL LTD.

                              BY:   /s/ KENNETH WATCHMAKER
                                    -------------------------
                                    Kenneth Watchmaker
                                    Executive Vice President and
                                    Chief Financial Officer