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 June 30, 1997

  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.)


  100 Technology Center Drive, Stoughton, Massachusetts  02072
_________________________________________________________________
      (Address of principal executive offices)        (Zip Code)



                              (617) 341-5000
_________________________________________________________________
           (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 August 8, 1997, was 56,260,223
shares.  



<PAGE>

REEBOK INTERNATIONAL LTD.


INDEX

PART I.    FINANCIAL INFORMATION:

Item 1     Financial Statements (Unaudited)

           Consolidated Condensed Balance Sheets - June 30, 1997
             and 1996, and December 31, 1996 . . . . . . . .  2-3 

           Consolidated Condensed Statements of Income - Three
             and Six Months Ended June 30, 1997 and 1996 . .    4

           Consolidated Condensed Statements of Cash Flows -
             Six Months Ended June 30, 1997 and 1996 . . . .  5-6

           Notes to Consolidated Condensed Financial 
             Statements  . . . . . . . . . . . . . . . . . .  7-8


Item 2

           Management's Discussion and Analysis of Results
             Of Operations and Financial Condition . . . . . 9-15


Part II.   OTHER INFORMATION:

Item  1    Legal Proceedings . . . . . . . . . . . . . . . .   16

Items 2-5  Not Applicable  . . . . . . . . . . . . . . . . .   16

Item  6    Exhibits and Reports on Form 8-K  . . . . . . . .   16








<PAGE>

                REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                     June 30,          December 31,
                                  1997      1996           1996
                                   (Unaudited)            (Note)
                                  ______________        ____________
                                        (Amounts in thousands)

<S>                           <C>         <C>          <C>
Current assets:
  Cash and cash equivalents   $  122,307  $  109,062   $  232,365  
  Accounts receivable, net
    of allowance for doubtful
    accounts (June 1997,
    $48,271; June 1996,
    $49,408; December 1996,
    $43,527)                     656,832     654,549      590,504
  Inventory                      580,933     607,080      544,522  
  Deferred income taxes           71,677      63,696       69,422  
  Prepaid expenses and other
    current assets                39,068      36,316       26,275  
                               _________   _________     ________

    Total current assets       1,470,817   1,470,703    1,463,088  
                               _________   _________    _________
Property and equipment, net      182,796     191,933      185,292  

Non-current assets:
  Intangibles, net of
    amortization                  67,538      69,965       69,700  
  Deferred income taxes            9,558       5,862        7,850  
  Other                           54,669      57,631       60,254  
                               _________   _________    _________ 

                                 131,765     133,458      137,804  
                               _________   _________    _________

Total assets                  $1,785,378  $1,796,094   $1,786,184 
                               =========   =========    =========
</TABLE>


Note:  The balance sheet at December 31, 1996 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 for
       complete financial statements.  See notes to condensed
       consolidated financial statements.



                                    -2-
<PAGE>

                REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
             CONSOLIDATED CONDENSED BALANCE SHEETS (Continued)

<TABLE>
<CAPTION>
                                       June 30,             December 31,
                                  1997          1996           1996
                                     (Unaudited)              (Note)
                                  __________________        ____________
                                (Amounts in thousands, except share data)

<S>                             <C>         <C>            <C>
Current liabilities:
  Notes payable to banks        $ 61,196    $   65,123     $   32,977    
  Commercial paper                65,000                         
  Current portion of  
    long-term debt                66,307         1,004         52,684         
  Accounts payable               190,653       183,481        196,368        
  Accrued expenses               200,323       187,893        169,344        
  Income taxes payable            60,309        71,204         65,588        
  Dividends payable                              5,529          
                              __________    __________     __________
    Total current liabilities    578,788       579,234        516,961        
                              __________    __________     __________
Long-term debt, net of
  current portion                731,955       266,181        854,099       

Minority interest                 36,273        27,290         33,890        

Commitments and contingencies

Outstanding redemption value
  of equity put options                         32,863
Stockholders' equity:
  Common stock, par value
   $.01; authorized 250,000,000
   shares; issued June 30, 1997,  
   92,935,318; issued
   June 30, 1996, 108,163,925;
   issued December 31,1996,
   92,556,295                        929         1,082            926
  Additional paid-in capital                                  
  Retained earnings            1,062,970     1,503,118        992,563       
  Less 36,716,227 shares
   in treasury at cost          (617,620)     (617,620)      (617,620)       
  Unearned compensation             (208)         (507)          (283)         
  Foreign currency translation
    adjustment                    (7,709)        4,453          5,648        
                              __________    __________     __________
                                 438,362       890,526        381,234       
                              __________    __________     __________
Total liabilities and
  stockholders equity         $1,785,378    $1,796,094     $1,786,184
                              ==========    ==========     ==========
</TABLE>


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


                                    -3-
<PAGE>

                REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                   (In thousands except per share data)
                                (Unaudited)
<TABLE>
<CAPTION>

                                  Three Months Ended     Six Months Ended 
                                       June 30,              June 30,   
                                 ____________________    _________________  
                                  1997       1996         1997        1996
                                  ____       ____         ____        ____

<S>                          <C>          <C>         <C>         <C>      
Net sales                    $ 841,059    $ 817,572   $1,771,100  $1,720,495
Other income (expense)            (783)         766          313       1,528
                             _________    _________   __________  __________

                               840,276      818,338    1,771,413   1,722,023   
   
Costs and expenses:
  Cost of sales                517,548      505,304    1,091,360   1,057,095   
  Selling, general and
    administrative expenses    274,715      274,551      546,397     538,095
  Amortization of intangibles      860          629        1,620       1,255   
  Interest expense              16,305        6,808       32,218      13,336   
  Interest income               (2,503)      (3,090)      (4,492)     (4,240)  
                             _________    _________   __________  __________
                               806,925      784,202    1,667,103   1,605,541   
                             _________    _________   __________  __________ 
Income before income taxes      33,351       34,136      104,310     116,482
  and minority interest            

Income taxes                    12,000       12,003       37,700      41,300   
                             _________    _________   __________  __________   
Income before minority 
  interest                      21,351       22,133       66,610      75,182

Minority interest                1,029        2,320        6,104       6,954
                             _________    _________   __________  __________   

Net income                   $  20,322    $  19,813   $   60,506  $   68,228
                             =========    =========   ==========  ==========

Net income per common share  $    0.35    $    0.27   $     1.03  $     0.92
                             =========    =========   ==========  ==========

Dividends per common share   $   0.000    $   0.075   $    0.000  $     0.15
                             =========    =========   ==========  ==========
Weighted average common and
  common equivalent shares
  outstanding                   58,150       73,922       58,314      74,540   
                             =========    =========   ==========  ==========

</TABLE>    

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


                                    -4-
<PAGE>

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

<TABLE>
<CAPTION>

                                                    Six Months Ended
                                                        June 30,
                                                    ________________
                                                    1997        1996 
                                                    ____        ____
                                               (Amounts in thousands)

<S>                                            <C>         <C>
Cash flows from operating activities:
  Net income                                   $   60,506  $   68,228
  Adjustments to reconcile net income
    to net cash provided by  
    operating activities:
     Depreciation and amortization                 22,704      18,302       
     Minority interest                              6,104       6,954          
     
     Deferred income taxes                         (3,963)      1,153          
 
     Changes in operating assets and
      liabilities:
       Accounts receivable                        (81,056)   (157,601)         

       Inventory                                  (47,838)     18,532          
       Prepaid expenses                           (13,009)      8,786          
       Other                                       13,185       1,803          
       Accounts payable                               (98)     22,686          
       Accrued expenses                            30,959      40,404          
       Income taxes payable                        (5,409)     23,082          
                                               __________  __________
         Total adjustments                        (78,421)    (15,899)         
                                               __________  __________

Net cash (used for) provided by                                                
  operating activities                            (17,915)     52,329          
                                               __________  __________          
Cash flows from investing activity:
  Payments to acquire property and 
   equipment                                      (17,574)    (19,407)         
                                               __________  __________

Net cash (used for) 
  investing activity                              (17,574)    (19,407)         
                                               __________  __________
     








                                    -5-
<PAGE>

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


</TABLE>
<TABLE>
<CAPTION>
                                                      Six Months Ended
                                                           June 30,
                                                      ___________________
                                                       1997       1996
                                                       ____       ____
                                                   (amounts in thousands)
 
<S>                                                <C>        <C>
Cash flows from financing activities:
  Net borrowings of notes payable to banks         $  28,746  $  13,667
  Proceeds from issuance of commercial paper                     65,000        
      
  Payments of long-term debt                        (108,320)                  
   
  Proceeds from issuance of common stock to
    employees                                          9,902      2,688        
       
  Dividends paid, including dividend 
    payments to minority shareholders                 (1,600)   (11,222)
  Proceeds from premium on equity put options                       717     
  Repurchases of common stock                                   (64,391)       
                                                    ________   ________

Net cash (used for) provided by   
  financing activities                               (71,272)     6,459        
                                                    ________   ________
                                                                              
Effect of exchange rate changes on cash
  and cash equivalents                                (3,297)   (10,712)       
                                                    ________   ________

Net increase(decrease) in cash and cash             (110,058)    28,669        
  equivalents                                       ________   ________        

Cash and cash equivalents at beginning of period     232,365     80,393        
                                                    ________  _________

Cash and cash equivalents at end of period         $ 122,307  $ 109,062
                                                    ========  =========

Supplemental disclosures of cash flow information:

                                                       1997       1996
                                                       ____       ____

Cash paid during the period for:
  Interest                                         $  34,708   $ 13,279
  Income taxes                                        30,813     24,955       

</TABLE>

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

                                    -6-
<PAGE>

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


NOTE 1 - BASIS OF PRESENTATION
______________________________

     The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of
Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements.  In the
opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
have been included.  Operating results for the six months ended
June 30, 1997 are not necessarily indicative of the results that
may be expected for the year ended December 31, 1997.  For
further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1996.

NOTE 2 - CONTINGENCIES
______________________________

     On August 29, 1995, the Company obtained a favorable ruling
on its motion for summary judgment in the lawsuit entitled Stutz
Motor Car of America, Inc. v. Reebok International Ltd., (filed
on July 1, 1993 in the Central District of Los Angeles County
Superior Court as Case Number BC074579 and removed to the United
States District Court for the Central District of California
where it was assigned Civil Action No. 93-4433LGB) and, as a
result, the case was dismissed.  The Plaintiff appealed and a
decision was issued by the Federal Circuit on May 16, 1997
affirming the District Court's decision in full.  The Plaintiff
has petitioned for Certiorari before the Supreme Court, which the
Company believes is without merit and will be denied.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES 
___________________________________________

     In February 1997, the Financial Accounting Standards Board
issued Statement No. 128, Earnings Per Share, which is required
to be adopted on December 31, 1997.  At that time, the Company
will be required to change the method currently used to compute
earnings per share and to restate all prior periods.  Under the
new requirements for calculating basic earnings per share, the 

                                    -7-
<PAGE>

dilutive effect of stock options will be excluded.  The impact is
expected to result in an increase in primary earnings per share
for the second quarter ended June 30, 1997 of $.01 per share with
no effect on the June 30, 1996 earnings per share.  For the six
months ended June 30, 1997 and 1996 the impact is expected to
increase primary earnings per share by $.05 and $.01 per share,
respectively.  The impact of Statement No. 128 on the calculation
of fully diluted earnings per share for these periods is not
expected to be material.

NOTE 4 - DEBT AGREEMENT 
_______________________

     On July 1, 1997, the Company amended and restated its
$1,700,000 Credit Agreement which was entered into on August 23,
1996 in conjunction with the Dutch Auction self-tender Stock
Repurchase.  The amendment reduced the revolving credit portion
of the facility from $750,000 to $400,000 and left the remaining
portion of the six-year term loan of $533,777 on substantially
the same payment schedule after adjusting for the $100,000 in
optional prepayments made in 1997.  As part of the amendment, the
commitment fees the Company is required to pay on the unused
portion of the revolving credit facility as well as the borrowing
margins over the London Interbank Offer Rate paid on the term
loan and used portion of the revolving credit facility were
reduced.  The amendment further removed or relaxed various
covenants including the restrictions on asset acquisitions and
sales, capital expenditures, future indebtedness and investments. 
All other material terms and conditions of the Credit Agreement
remain unchanged.




















                                    -8-
<PAGE>

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


  The following table shows the percentage which amounts in the Consolidated
Condensed Statements of Income bear to net sales:

<TABLE>
<CAPTION>

                                             Percentage of Net Sales
                                             _______________________

                                   Three Months Ended        Six Months Ended  
                                        June 30,                 June 30,        
                                   __________________       __________________  
                                    1997         1996         1997        1996   
                                    ____         ____         ____        ____   

<S>                               <C>          <C>           <C>         <C>
Net sales                          100.0%       100.0%       100.0%      100.0%  
Other income (expense)              (0.1)         0.1          0.0         0.1
                                  ______       ______        _____       _____ 

                                    99.9        100.1        100.0       100.1   

Costs and expenses:
  Cost of sales                     61.5         61.8         61.6        61.4   
  Selling, general and
   administrative expenses          32.7         33.6         30.9        31.3   
  Amortization of intangibles        0.1          0.1          0.1         0.1   
  Interest expense                   1.9          0.8          1.8         0.8   
  Interest income                   (0.3)        (0.4)        (0.3)       (0.2)  
                                  ______       ______        _____       _____   
  
                                    95.9         95.9         94.1        93.3   
                                  ______       ______        _____       _____ 

Income before income taxes        
   and minority interest             4.0          4.2          5.9         6.8

Income taxes                         1.4          1.5          2.1         2.4   
                                  ______       ______        _____       _____ 

Income before minority interest      2.6          2.7          3.8         4.4

Minority interest                    0.1          0.3          0.3         0.4
                                  ______       ______        _____       _____ 

Net income                           2.5%         2.4%         3.5%        4.0%  
                                  ======       ======        =====       =====



</TABLE>




                                    -9-
<PAGE>

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


The following discussion contains forward-looking statements
which involve risks and uncertainties.  All such forward-looking
statements necessarily represent only current estimates or
expectations as to future results and there can be no assurance
that actual results will not materially differ from current
estimates or expectations.  Factors that might cause such a
difference include, but are not limited to, the matters discussed
in Attachment A to this Quarterly Report on Form 10-Q.

Operating Results
_________________

Second Quarter 1997 Compared to Second Quarter 1996
___________________________________________________

     Net sales for the quarter ended June 30, 1997 were $841.0
million, an increase of 2.9% from 1996's second quarter net sales
of $817.6 million, which included $22.6 million of sales from the
Company's Avia subsidiary that was sold in June 1996.  The Reebok
Division's worldwide sales in the second quarter of 1997 were
$722.5 million, an increase of 4.8% from $689.3 million in the
second quarter of 1996.  U.S. footwear sales of the Reebok
Division during the second quarter of 1997 decreased 4.0% to
$308.5 million from $321.2 million in the second quarter of 1996. 
This decrease in the Reebok Division's U.S. footwear sales is
attributed primarily to decreases in the basketball, outdoor, and
children's categories partially offset by increases in Reebok's
running, men's cross-training and soccer categories, as well as
increases in Reebok's retail store sales.  In addition, a portion
of the sales decrease is directly attributable to a significantly
improved inventory position which resulted in a reduction in off-
price sales during the second quarter of 1997. The quality of
Reebok footwear sales improved from last year despite the
decrease in sales in the quarter.  During the second quarter of
1997, sales to athletic specialty accounts increased by 34.0% and
off-price sales accounted for approximately 3.0% of U.S. footwear
sales, a significant reduction from prior year.  The Reebok
Division's U.S. apparel sales increased by 31.3% to $88.0 million
from $67.0 million in 1996.  The increase resulted primarily from
increases in sales of branded core basics and graphics
categories.  The Reebok Division's International sales (including
both footwear and apparel) were $326.0 million in the second
quarter of 1997, an increase of 8.3% from $301.1 million in the
second quarter of 1996.  Internationally, both footwear and
apparel


                                   -10-
<PAGE>

reported sales increases. International sales comparisons were
negatively impacted by changes in foreign currency exchange
rates.  In constant dollars, the International footwear sales
increased 8.2% and the International apparel sales increased
28.1% yielding an overall sales gain of 11.9%.  Increases in the
running and classic footwear categories were partially offset by
decreases in the basketball and cross-training footwear
categories. All International regions had sales increases on a
constant dollar basis as follows:  Asia Pacific 26%, new market
territories 23%, Latin America 12% and Europe 8%.

     Rockport's second quarter sales increased by 12.2% to $118.6
million from $105.7 million in the second quarter of 1996. 
Exclusive of the Ralph Lauren business, Rockport's sales
increased 4.6% in the quarter due to continued International
sales growth and increases in the retail division.  Increased
sales in the walking category were partially offset by decreased
sales in the women's lifestyle category.  Rockport's
International revenues, which grew by over 50%, accounted for
approximately 18% of the sales in the second quarter.  Rockport
continues to execute its product segmentation strategy in the
U.S., thereby reducing the number of rooftops where premier
product is available.

     The Company's gross margins in the second quarter of 1997
were 38.5% as compared with 38.2% in the second quarter of 1996.
Excluding the impact of Avia, gross margins declined in the
second quarter from 38.7% in 1996 to 38.5% in 1997.  Looking
forward, the Company expects substantial margin pressure over at
least the next twelve months, primarily as a result of its new
footwear technologies.  In order to satisfy consumer demand, the
Company is ramping up capacity at the same time it is gaining the
technical knowledge necessary to produce these products more
efficiently.  In addition, the impact of air freight costs of
both parts and finished products continues to negatively impact
margins.

     Selling, general and administrative expenses for the second
quarter of 1997 were $274.7 million or 32.7% of sales, as
compared to $274.6 million, or 33.6% of sales in 1996's second
quarter.  While the spending remained constant, there were
significant changes in the makeup of these costs.  During the
quarter the Company increased product research, design and
development expenses by 34%




                                   -11-
<PAGE>

over the prior year's quarter.  The Company expects to continue
to invest heavily in product development for the foreseeable
future.  Retail operating expenses increased by 20% in the
quarter in support of new store openings and advertising expense
remained flat quarter to quarter.  General and administrative
support expenses declined in the quarter by about 10%.

     Interest expense increased as a result of the additional
debt the Company incurred to finance the shares acquired during
the 1996 Dutch Auction self-tender.

     The effective tax rate before minority interest was 36.0% in
the second quarter of 1997 as compared to 35.2% in the second
quarter of 1996.  The change was due to a geographic change in
the mix of worldwide income.

     Year-to-year earnings per share comparisons benefited from
the Company's share repurchase programs including the Dutch
Auction self-tender which was completed in August 1996.  Weighted
average common shares outstanding for the quarter ended June 30,
1997 declined by 20.7% to 58.6 million shares, as compared to
73.9 million shares for the second quarter of 1996.

First Six Months 1997 Compared to First Six Months 1996
_______________________________________________________

     Net sales for the six months ended June 30, 1997 increased
by $50.6 million, or 2.9% from the first six months of 1996,
which included $49.4 million of sales from the Company's Avia
subsidiary that was sold in June 1996. The Reebok Division's
worldwide sales were $1.534 billion for the first six months of
1997, an increase of 3.7% from sales of $1.479 billion for the
same period in 1996.  The Reebok Division's U.S. footwear sales
decreased 1.8% to $643.1 million from $654.8 million in the same
period of 1996.  This decrease in the Reebok Division's U.S.
footwear sales is attributed primarily to decreases in the
basketball, outdoor, and children's categories.  The decrease in
sales was partially offset by increases in Reebok's running,
soccer and men's cross-training categories, as well as increases
in Reebok's retail store sales.  The Reebok Division's U.S.
apparel sales increased by 44.2% to $185.9 million from $128.9
million in 1996.  The increase resulted primarily from increases
in branded core basics and graphics categories. The Reebok
Division's International sales (including footwear and apparel)
were $705.1 million for the first six months of 1997, an increase




                                   -12-
<PAGE>

of 1.3% from $695.8 million for the same period in 1996. 
Increases in the running and classic footwear categories were
offset by decreases in the basketball and cross-training footwear
categories. International sales comparisons were negatively
impacted by changes in foreign currency exchange rates.  On a
constant dollar basis for the six month period, the International
sales increase was 6.3%.  All International regions generated
sales increases over the prior year on a constant dollar basis.

     Rockport's sales for the six-month period increased by 23.7%
to $237.0 million from $191.6 million for the same period in
1996.  Exclusive of the Ralph Lauren business, Rockport's sales
increased 11.4% in 1997 due to continued International sales
growth and increases in the Retail Division.  Increased sales in
the walking category were partially offset by decreased sales in
the women's lifestyle category.  Rockport's International
revenues, which grew by over 50%, accounted for approximately 18%
of sales during the first six months of 1997.

     The Company's gross margins in the first six months of 1997
were 38.4% as compared with 38.6% for the same period in 1996.
Excluding the impact of Avia, gross margins declined in the first
six months of 1997 from 39.1% in 1996 to 38.4% in 1997.  Looking
forward, the Company expects substantial margin pressure over at
least the next twelve months, primarily as a result of its new
footwear technologies.  In order to satisfy consumer demand, the
Company is ramping up capacity at the same time it is gaining the
technical knowledge necessary to produce these products more
efficiently.  In addition, the impact of air freight costs of
both parts and finished products continues to negatively impact
margins.

     Selling, general and administrative expenses for the first
six months of 1997 were $546.4 million, or 30.9% of sales as
compared to $538.1 million, or 31.3% of sales in the first six
months of 1996.  While these expenses increased by only $8.3
million or 1.5%, there were significant changes in the make-up of
these costs.  During the first six months of 1997 the Company
increased the product research, design and development expenses
by 30% over the first six months of 1996.  The Company expects to
continue to invest heavily in product development for the
foreseeable future.  Retail operating expenses increased in 1997
in support of new store openings and advertising expense
decreased during the first six months of 1997 as



                                   -13-
<PAGE>

compared to the same period last year.  General and
administrative support expenses declined during the six months
ended June 30, 1997 by about 7% as compared to the six months
ended June 30, 1997.  Looking ahead to the remainder of 1997, the
full year SG&A spending is expected to increase versus 1996,
primarily due to increases in product development and retail
operating expenses.  However, as a percent of sales, the SG&A
spending should decline when compared with 1996 levels.

     Interest expense increased as a result of the additional
debt the Company incurred to finance the shares acquired during
the 1996 Dutch Auction self-tender.

     The effective tax rate before minority interest was 36.1%
for the first six months of 1997 as compared to 35.5% in the
first six months of 1996.  The change was due to a geographic
change in the mix of worldwide income.

     Year-to-year earnings per share comparisons benefited from
the Company's share repurchase programs, including the Dutch
Auction self-tender which was completed in August 1996.  Weighted
average common shares outstanding for the six months ended June
30, 1997 declined to 58.5 million shares, compared to 74.5
million shares for the first six months of 1996.

Reebok Brand Backlog of Open Orders
___________________________________

     The Reebok Brand backlog of open customer orders for the
period July 1 through December 31, 1997 increased 20.2% as
compared to the same period last year.  North American backlog,
which includes the U.S. and Canada, increased 30.6% and the
International backlog increased 5.0%.  On a constant dollar
basis, the International backlog increased 8.6%. U.S. footwear
backlog of open customer orders for the period July 1 through
December 31, 1997 increased 22.6% and U.S. apparel backlog
increased 50.3% as compared to the same period last year. U.S.
footwear orders from athletic specialty accounts increased 77.9%
with orders from the volume channel down 16.8% when compared to
the period July 1 through December 31, 1996.  The Company is in
the process of repositioning the Brand more towards the upper end
of the market, which should ultimately benefit all channels of
distribution.  These percentage increases in open backlog,
particularly in the U.S., are not necessarily indicative of
future sales trends.  The reasons for this are that many orders
are cancelable, sales by company-owned retail stores can vary




                                   -14-
<PAGE>

from year to year, most of the technology products are currently
not available for fill-in business and the ratio of orders booked
early to at-once shipments can vary from period to period.

Liquidity and Sources of Capital
________________________________

     The Company's financial position remains strong.  Working
capital was $892.0 million at June 30, 1997 and $891.5 million at
June 30, 1996.  The current ratio at June 30, 1997 and 1996 was
2.5 to 1, as compared to 2.8 to 1 at December 31, 1996.

     Although sales increased 2.9% in the 1997 second quarter,
the accounts receivable balance remained constant from June 30,
1996 when the amount was $654.5 million as compared to $656.8
million at June 30, 1997.  The days sales outstanding in accounts
receivable improved to 69 days from 71 days at June 30, 1996. 
Inventory decreased by $26.2 million or 4.3% from June 30, 1996. 
U.S. Reebok brand footwear inventories declined 15.8%, U.S.
apparel inventories declined 6.5% and International inventories
decreased 5.0% from June 30, 1996.  Rockport is the only major
division where inventories increased; up 22.3% from last year. 
The Company continues to gain greater efficiencies in the
management of its inventories due to improvements in forecasting,
production planning and logistics.

     During the twelve months ended June 30, 1997, cash and cash
equivalents increased $13.2 million and outstanding borrowings
increased by $462.2 million, while $616.9 million of the
Company's stock was repurchased. The Company elected to make pre-
payments of $50.0 million in February 1997 and $50.0 million in
May 1997 on the long-term debt facility used to fund the Dutch
Auction share repurchase in August 1996.  Cash used by operations
during the first six months of 1997 was $17.9 million, as
compared to cash provided by operations of $52.3 million during
the first six months of 1996.  The change in operating cash flow
year-to-year is attributable to improved inventory management
practices which had a significant impact in reducing 1996
inventory levels from the prior year thereby generating
significant cash in the prior year.  Cash generated from
operations, together with the Company's existing credit lines and
other financial resources, is expected to adequately finance the
Company's current and planned 1997 cash requirements.







                                   -15-
<PAGE>

PART II - OTHER INFORMATION
___________________________

Item 1  -  Legal Proceedings

     On August 29, 1995, the Company obtained a favorable ruling
on its motion for summary judgment in the lawsuit entitled Stutz
Motor Car of America, Inc. v. Reebok International Ltd., (filed
on July 1, 1993 in the Central District of Los Angeles County
Superior Court as Case Number BC074579 and removed to the United
States District Court for the Central District of California
where it was assigned Civil Action No. 93-4433LGB) and, as a
result, the case was dismissed.  The Plaintiff appealed and a
decision was issued by the Federal Circuit on May 16, 1997
affirming the District Court's decision in full.  The Plaintiff
has petitioned for Certiorari before the Supreme Court, which the
Company believes is without merit and will be denied.

Items 2  -  5

Not applicable

Item 6

(a)  Exhibits:

     10.1 Amended and Restated Credit and Guarantee Agreement,
          dated as of July 1, 1997, among Reebok International
          Ltd., Reebok International Limited, the Lenders and Co-
          Agents named therein, Citibank N.A. as Documentation
          Agent and Credit Suisse, as Administrative Agent 

     10.2 Amendment to the Reebok International Ltd. 1994 Equity
          Incentive Plan approved by shareholders on May 1, 1997 

     10.3 Change of Control Agreement with Paul Duncan

     10.4 Change of Control Agreement with James R. Jones, III

     10.5 Change of Control Agreement with Angel Martinez

     10.6 Change of Control Agreement with Robert Meers

     10.7 Change of Control Agreement with Barry Nagler

     10.8 Change of Control Agreement with Kenneth I. Watchmaker

     11.  Statement Re Computation of Per Share Earnings

     27.  Financial Data Schedule

(b)  Reports on Form 8-K:  There were no reports on Form 8-K
filed during the quarter ended June 30, 1997.                     
                


                                   -16-
<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:   August 12, 1997




                                    REEBOK INTERNATIONAL LTD.

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
































                                   -17-
<PAGE>

                                                               Attachment A

ISSUES AND UNCERTAINTIES

     The Company's quarterly report on Form 10-Q attached hereto
includes, and other documents, information or statements released
or made from time to time by the Company may include, forward-
looking statements.  These statements involve risks and
uncertainties.  The Company's actual results may 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.  The following discussion identifies certain
important issues and uncertainties that are among the factors
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.

Competition and Consumer Preferences
____________________________________

     The footwear and apparel industry is intensely competitive
and subject to rapid changes in consumer preferences, as well as
technological innovations.  A major technological breakthrough or
marketing or promotional success by one of the Company's
competitors could adversely affect the Company's competitive
position.  In addition, in countries where the athletic footwear
market is mature (including the U.S.), sales growth may be
dependent in part on the Company increasing its market share at
the expense of its competitors, which may be difficult to
accomplish particularly in view of the Company's recent market
share decline in the U.S. footwear market.  The Company also
faces strong competition with respect to its other product lines,
such as the ROCKPORT product line and the GREG NORMAN collection. 


     Competition in the markets for the Company's products occurs
in a variety of ways, including price, quality, product design,
brand image, marketing and promotion and ability to meet delivery
commitments to retailers.  The intensity of the competition faced
by the various operating units of the Company and the rapid
changes in the consumer preference and technology that can occur
in the footwear and apparel markets constitute significant risk
factors in the Company's operations.

Inventory Risk
______________

     The footwear industry has relatively long lead times for
design and production of product and thus, the Company must
commit to production tooling and in some cases to production in
advance of orders.  If the Company fails to accurately forecast
consumer demand or if there are changes in consumer preference or
market demand after the Company has made such production
commitments, the Company may encounter difficulty in filling
customer orders or in liquidating excess inventory, which may
have an adverse effect on the Company's sales margins and brand
image.

Sales Forecasts
_______________

     The Company's investment in advertising and marketing is
based on sales forecasts and is necessarily made in advance of
actual sales.  The markets in which the Company does business are
highly competitive, and the Company's business is affected by a
variety of factors, including brand awareness, changing consumer
preferences, fashion trends, retail market conditions and
economic and other factors.  There can be no assurance that sales
forecasts will be achieved, and to the extent sales forecasts are
not achieved, these investments will represent a higher
percentage of revenues, and the Company will experience higher
inventory levels and associated carrying costs, all of which
would adversely impact the Company's financial condition and
results.

Advertising and Marketing Investment
____________________________________

     Because consumer demand for athletic footwear and apparel is
heavily influenced by brand image, the Company's business
requires substantial investments in marketing and advertising,
including television and other advertising, athlete endorsements
and athletic sponsorships, as well as investments in retail
presence. In the event that such investments do not achieve the
desired effect in terms of increased retailer acceptance and/or
consumer purchase of the Company's products, there could be an
adverse impact on the Company's financial results. 

Retail Operations
_________________

     The Company currently operates approximately 130 retail
stores in the U.S. and a significant number of retail stores
internationally which are operated either directly or through the
Company's distributors.  The Company has made a significant
capital investment in opening these stores and incurs significant
expenditures in operating these stores.  To the extent the
Company continues to expand its retail organization, the
Company's performance could be adversely affected by lower than
anticipated sales at its retail stores.  The performance of the
Company's retail organization is also subject to general retail
market conditions.

Timeliness of Product
_____________________

     Timely product deliveries are essential in the footwear and
apparel business since the Company's orders are cancelable by
customers if agreed delivery windows are not met.  If as a result
of design, production or distribution problems, the Company is
late in delivering product, it could have an adverse impact on
its sales and/or profitability.

International Sales and Production
__________________________________

     A substantial portion of the Company's products are
manufactured abroad and approximately 40% of the Company's sales
are made outside the U.S.  The Company's footwear and apparel
production and sales operations are thus subject to the usual
risks of doing business abroad, such as currency fluctuations,
longer payment terms, potentially adverse tax consequences,
repatriation of earnings, import duties, tariffs, quotas and
other threats to free trade, labor unrest, political instability
and other problems linked to local production conditions and the
difficulty of managing multinational operations.  If such factors
limited or prevented the Company from selling products in any
significant international market or prevented the Company from
acquiring products from its suppliers in China, Indonesia, the
Philippines or Thailand, or significantly increased the cost to
the Company of such products, the Company's operations could be
seriously disrupted until alternative suppliers were found or
alternative markets were developed, with a significant negative
impact.    

Sources of Supply
_________________

     The Company depends upon independent manufacturers to
manufacture high-quality product in a timely and cost-efficient
manner and relies upon the availability of sufficient production
capacity at its existing manufacturers or the ability to utilize
alternative sources of supply.  In addition, if the Company were
to experience significant shortages in raw materials or
components used in its products, it could have a negative effect
on the Company's business, including increased costs or
difficulty in delivering product.  Some of the components used in
the Company's technologies are obtained from only one or two
sources and thus a loss of supply could disrupt production.  

Risk of Debt
____________

     In connection with the Company's Dutch Auction share
repurchase, the Company incurred $640 million in additional debt
to finance the repurchase of shares (of which $50 million was
prepaid in February 1997 and an additional $50 million was
prepaid in May 1997) and entered into a $750 million revolving
credit line (which replaced its prior $300 million revolving
credit facility) which, in July 1997, was reduced to a $400
million facility.  As a result of this debt, the Company
currently faces significantly increased interest expense and debt
amortization, as compared to the past.  The credit arrangements
contain certain covenants (including restrictions on liens and
sales of assets and the requirements to maintain a minimum
interest coverage ratio and a minimum debt to cash flow ratio)
which are intended to limit the Company's future actions and
which may also limit the Company's financial, operating and
strategic flexibility.  In addition, the Company's failure to
make timely payments of interest and principal on its debt, or to
comply with the material covenants applicable thereto, could
result in significant negative consequences.

     The Company believes that its cash, short-term investments
and access to new credit facilities, together with its
anticipated cash flow from operations, are adequate for its needs
in the foreseeable future.  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 herein as
well as future events that might have the effect of reducing the
Company's available cash balances (such as unexpected operating
losses or capital or other expenditures) or that might reduce or
eliminate the availability of external financial resources. 

Risk of Currency Fluctuations
_____________________________

     The Company conducts operations in various international
countries and a significant portion of its sales are transacted
in local currencies.  As a result, the Company's revenues are
subject to foreign exchange rate fluctuations.  The Company
enters into forward currency exchange contracts and options to
hedge its exposure for merchandise purchased in U.S. dollars that
will be sold to customers in other currencies.  The Company also
uses foreign currency exchange contracts and options to hedge
significant inter-company assets and liabilities denominated in
other currencies.  However, no assurance can be given that
fluctuation in foreign currency exchange rates will not have an
adverse impact on the Company's revenues, net profits or
financial condition.

Customers
_________

     Although the Company has no single customer that represents
10% or more of its sales, the Company has certain significant
customers, the loss of which could have an adverse effect on its
business.  There could also be a negative effect on the Company's
business if any such significant customer became insolvent or
otherwise failed to pay its debts.

Intellectual Property
_____________________

     The Company believes that its trademarks, technologies and
designs are of great value.  From time to time the Company has
been, and may in the future be, the subject of litigation
challenging its ownership of certain intellectual property.  Loss
of the REEBOK or ROCKPORT trademark rights could have a serious
impact on the Company's business.  Because of the importance of
such intellectual property rights, the Company's business is
subject to the risk of counterfeiting, parallel trade or
intellectual property infringement.  The Company is, however,
vigilant in protecting its intellectual property rights.  

Litigation
__________

     The Company is subject to the normal risks of litigation
with respect to its business operations.

Economic Factors
________________

     The Company's business is subject to economic conditions in
the Company's major markets, including, without limitation,
recession, inflation, general weakness in retail markets and
changes in consumer purchasing power and preferences.  Adverse
changes in such economic factors could have a negative effect on
the Company's business.

Tax Rate Changes
________________

     If the Company was to encounter significant tax rate changes
in the major markets in which it operates, it could have an
adverse effect on its business.

Ability to Improve Performance of REEBOK Footwear Business
__________________________________________________________

     The Company has recently taken steps which it believes may
improve the performance of its REEBOK footwear business.  There
are, however, many uncertainties associated with accomplishment
of such an improvement.  These include the decline in recent
years in the Company's share of the U.S. athletic footwear
market, slower overall growth in the U.S. athletic footwear
market, the emergence and growth of strong competitors, the
substantial and increasing investment by such competitors in
marketing and advertising, and the possibility of changing
consumer preferences.  Moreover, while the Company has received 
positive indications from certain retailers as to its new
products, and while the Company's U.S. athletic footwear backlog
figures for the second half of 1997 have increased, sustained
growth in the U.S. market will be dependent on a number of
factors, including retailer sell-through rates, consumer
acceptance of the new products and other factors described in
this Attachment A.

Quarterly Reports
_________________

     The financial results reflected in the Company's quarterly
report on Form 10-Q are not necessarily indicative of the
financial results which may be achieved in future quarters or for
year-end, which results may vary.

<PAGE>