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, 1999

  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)


                          (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 August 6, 1999, was 56,108,567 shares.



<PAGE>



REEBOK INTERNATIONAL LTD.


INDEX

PART I.    FINANCIAL INFORMATION:

Item 1     Financial Statements (Unaudited)

           Condensed Consolidated Balance Sheets -
             June 30, 1999 and 1998, and December 31, 1998   . .   3-4

           Condensed Consolidated Statements of Income - Three
             and Six months Ended June 30, 1999 and 1998   . . .     5

           Condensed Consolidated Statements of Cash Flows -
             Six months Ended June 30, 1999 and 1998    . . . .    6-7

           Notes to Condensed Consolidated Financial Statements .  8-11

Item 2

           Management's Discussion and Analysis of Results
             Of Operations and Financial Condition . . . . . . . 12-21


Part II.   OTHER INFORMATION:


Items 1-5  Not Applicable  . . . . . . . . . . . . . . . . . . .    22


Item  6    Exhibits and Reports on Form 8-K  . . . . . . . . . .    22





                                        2


<PAGE>




                   REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Amounts in thousands)

<TABLE>
<CAPTION>

                                     June 30,          December 31,
                                  1999      1998           1998
                                  ----      ----           ----
                                   (Unaudited)         (See Note 1)
<S>                           <C>         <C>          <C>
Current assets:
  Cash and cash equivalents   $  150,111  $  143,924   $  180,070
  Accounts receivable, net
    of allowance for doubtful
    accounts (June 1999,
    $51,426; June 1998,
    $48,014; December 1998,
    $47,383)                     512,970     543,580      517,830
  Inventory                      502,030     596,600      535,168
  Deferred income taxes           70,627      81,375       78,419
  Prepaid expenses and other
    current assets                56,219      57,715       46,451
                               ---------   ---------    ---------


    Total current assets       1,291,957   1,423,194    1,357,938
                               ---------   ---------    ---------

Property and equipment, net      181,717     156,960      172,585

Other non-current assets:
  Intangibles, net of
    amortization                  73,017      63,245       72,506
  Deferred income taxes           49,993      21,698       44,212
  Other                           31,519      46,565       37,383
                               ---------   ---------    ---------


                                 154,529     131,508      154,101
                               ---------   ---------    ---------


Total Assets                  $1,628,203  $1,711,662   $1,684,624
                               =========   =========    =========
</TABLE>

                                        3
<PAGE>


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

<TABLE>
<CAPTION>
                                       June 30,           December 31,
                                  1999          1998           1998
                                  ----          ----           ----
                                     (Unaudited)           (See Note 1)
<S>                            <C>           <C>            <C>
Current liabilities:
  Notes payable to banks       $   45,826   $    62,218     $   48,070
  Current portion of
    long-term debt                185,172       105,920         86,640
  Accounts payable                159,747       174,609        203,144
  Accrued expenses                230,995       202,845        191,833
  Income taxes payable             28,944        20,637         27,597
                               ----------    ----------     ----------
    Total current liabilities     650,684       566,229        557,284
                               ----------    ----------     ----------
Long-term debt, net of
  current portion                 423,619       607,822        554,432

Minority interest                  18,018        27,185         31,972

Commitments and contingencies

Outstanding redemption value
  of equity put options                          16,559         16,559

Stockholders' equity:
  Common stock, par value
   $.01; authorized 250,000
   shares; issued
   June 30, 1999, 92,822; issued
   June 30, 1998, 93,159;
   issued December 31,1998,
   93,307                             928           932            933
  Retained earnings             1,181,121     1,133,769      1,156,739
  Less 36,716 shares
   in treasury at cost           (617,620)     (617,620)      (617,620)
  Unearned compensation                             (56)           (26)
  Accumulated other
   comprehensive expense          (28,547)      (23,158)       (15,649)
                               ----------    ----------     ----------
                                  535,882       493,867        524,377
                               ----------    ----------     ----------
Total liabilities and
  stockholders' equity         $1,628,203    $1,711,662     $1,684,624
                               ==========    ==========     ==========
</TABLE>

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

                                        4

<PAGE>



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

<TABLE>
<CAPTION>
                                    Three months Ended        Six months Ended
                                        June 30,                  June 30,
                                ----------------------      ------------------
                                     1999       1998          1999       1998
                                     ----       ----          ----       ----

<S>                             <C>          <C>         <C>         <C>
Net sales                       $ 697,393    $  760,567  $1,483,177  $1,640,690
Other expense                      (2,740)       (5,393)     (1,572)     (5,586)
                                ---------    ----------   ---------  ----------

                                  694,653       755,174   1,481,605   1,635,104

Costs and expenses:
  Cost of sales                   432,592       480,239     920,358   1,046,311
  Selling, general and
    administrative expenses       243,357       253,428     495,611     518,871
  Special charge                                                         35,000
  Amortization of intangibles       1,599           776       2,735       1,743
  Interest expense                 12,431        16,616      26,427      34,225
  Interest income                  (1,582)       (3,376)     (2,977)     (8,225)
                                ---------    ----------   ---------  ----------
                                  688,397       747,683   1,442,154   1,627,927
                                ---------    ----------   ---------  ----------
Income before income
 taxes and minority interest        6,256         7,491      39,451       7,177

Income tax expense                  2,252         2,411      14,202       2,311
                                ---------    ----------   ---------  ----------

Income before minority
  interest                          4,004         5,080      25,249       4,866

Minority interest                    (564)       (1,066)      2,776       2,078
                                ---------    ----------   ---------  ----------

Net income                      $   4,568    $    6,146      22,473       2,788
                                =========    ==========   =========  ==========

Basic earnings per share        $     .08    $      .11   $     .40  $      .05
                                =========    ==========   =========  ==========

Diluted earnings per share      $     .08    $      .11   $     .40  $      .05
                                =========    ==========   =========  ==========
</TABLE>

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

                                        5
<PAGE>


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

<TABLE>
<CAPTION>

                                                    Six months Ended
                                                        June 30,
                                                    ----------------
                                                    1999        1998
                                                    ----        ----
<S>                                            <C>         <C>
Cash flows from operating activities:
  Net income                                   $   22,473  $    2,788
  Adjustments to reconcile net income
    to net cash provided by (used for)
    operating activities:
     Depreciation and amortization                 22,622      24,760
     Minority interest                              2,776       2,078
     Deferred income taxes                         (2,767)    (12,123)
     Special charge                                            35,000
     Changes in operating assets and
      liabilities:
       Accounts receivable                        (15,634)     13,325
       Inventory                                   19,649     (42,462)
       Prepaid expenses                            (7,107)     (3,555)
       Other                                       (3,371)     17,232
       Accounts payable and accrued expenses        2,857     (66,526)
       Income taxes payable                         5,459      15,594
                                               ----------  ----------
         Total adjustments                         24,484     (16,677)
                                               ----------  ----------

Net cash provided by (used for)
operating activities                               46,957     (13,889)
                                               ----------  ----------
Cash flows from investing activity:
  Payments to acquire property and
   equipment                                      (29,238)    (20,128)
                                               ----------  ----------


 Net cash used for investing activity             (29,238)    (20,128)
                                               ----------  ----------
</TABLE>

                                        6



<PAGE>


                   REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont'd)
                             (Amounts in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                    Six months Ended
                                                        June 30,
                                                    ----------------

                                                     1999       1998
                                                     ----       ----
<S>                                             <C>         <C>
Cash flows from financing activities:
  Net borrowings of notes payable to banks      $  21,931   $  23,135
  Payments of long-term debt                      (53,060)    (46,693)
  Proceeds from issuance of common stock to
    employees                                       1,904       1,295
  Proceeds from premium on equity put options                   2,002
  Dividends to minority shareholders              (10,224)     (6,649)
  Repurchases of common stock                     (16,559)     (3,181)
                                                 --------    --------

Net cash used for financing activities            (56,008)    (30,091)
                                                 --------    --------

Effect of exchange rate changes on cash
  and cash equivalents                              8,330      (1,734)
                                                 --------    --------

Net decrease in cash and cash equivalents         (29,959)    (65,842)
                                                 --------    --------

Cash and cash equivalents at beginning of
  period                                          180,070     209,766
                                                 --------   ---------

Cash and cash equivalents at end of period      $ 150,111   $ 143,924
                                                 ========   =========

Supplemental disclosures of cash flow information:

                                                    1999       1998
                                                    ----       ----

Cash paid during the period for:
  Interest                                       $ 26,285   $  23,835
  Income taxes                                      3,559       9,600
</TABLE>

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

                                        7
<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 balance sheet at December 31, 1998 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.

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with GAAP for interim financial information and reflect
all adjustments (consisting of normal recurring accruals, as well as special
charges) 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 six months ended June 30, 1999 are not necessarily indicative of results to
be expected for the entire year.

Certain amounts in the prior year have been reclassified to conform to the 1999
presentation.

                                        8
<PAGE>



NOTE 2 - SPECIAL CHARGE
-----------------------

In the first quarter of 1998, the Company recorded a special charge of $35,000
($23,674 after tax, or $0.42 per share) in connection with the Company's ongoing
business re-engineering efforts. The charge was for personnel related expenses
and certain other expenses associated with the restructuring or adjustment of
underperforming marketing contracts. The business re-engineering resulted in the
termination of approximately 485 full-time positions. The underperforming
marketing contracts have been terminated or restructured to focus the Company's
spending on those key athletes and teams who are more closely aligned with its
brand positioning. The charge consists of certain one-time expenses,
substantially all of which will affect cash.

The components of the first quarter 1998 charge are presented below with
additional information concerning the activities affecting the liability for
special charges recorded during 1998 and 1999:
<TABLE>
<CAPTION>

                       Balance   1998     1998       Balance         1999     Balance
                      12/31/97  Charges  Utilization 12/31/98    Utilization  6/30/99
                      --------  -------  ----------  --------    -----------  -------

<S>                  <C>       <C>       <C>         <C>          <C>        <C>
Marketing contracts  $ 25,000  $ 18,476  $ (28,734)  $ 14,742     $ (1,923)  $ 12,819
Fixed asset
  write-downs           6,900               (1,134)     5,766        (  16)     5,750
Employee severance      8,400    14,798    (15,983)     7,215       (1,345)     5,870
Termination of
 leases and other       6,761     1,726     (5,912)     2,575       (1,038)     1,537
                     --------  --------  ---------   --------      -------    -------
                     $ 47,061  $ 35,000  $ (51,763)  $ 30,298     $ (4,322)  $ 25,976
                     ========  ========  =========   ========     ========  =========

</TABLE>


The fixed asset write-downs relate to assets that have been or will be abandoned
or sold.

                                        9
<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       Six Months Ended
                                June 30                 June 30
                           -------------------      -----------------

                             1999       1998         1999       1998
                             ----       ----         ----       ----
<S>                        <C>        <C>         <C>        <C>
Numerator:
  Net income               $  4,568   $  6,146    $ 22,473   $  2,788
                            -------    -------     -------    -------

Denominator for basic
earnings per share:
  Weighted average shares    55,975     56,338      56,020     56,341

  Dilutive employee stock
  options                       902        817         707        816
                            -------    -------     -------    -------

Denominator for diluted
earnings per share:
  Weighted average shares
  and assumed conversions    56,877     57,155      56,727     57,157
                            =======    =======     =======    =======

Basic earnings per share   $    .08   $    .11    $    .40   $    .05

Diluted earnings per
  share                    $    .08   $    .11    $    .40   $    .05

</TABLE>


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

Comprehensive income (loss) for the quarters ended June 30, 1999 and June 30,
1998 was $(409) and $5,414 respectively. Comprehensive income for the six months
ended June 30, 1999 and 1998 was $9,575 and $915, respectively. Comprehensive
income (loss) for all periods presented represents net income (loss) and changes
in foreign currency translation adjustments.

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

                                        10
<PAGE>


the Company's financial position, results of operations or liquidity. The
Company settled for $4,000 in April, 1999 a lawsuit filed by a former
distributor in which the plaintiff asserted a claim for damages in excess
of $50,000. The settlement was recorded as a charge to other expense in the
Company's second quarter.

NOTE 6 - EQUITY PUT OPTIONS
---------------------------

During 1998, the Company issued equity put options as part of its ongoing share
repurchase program. These options provide the Company with an additional source
to supplement open market purchases of its common stock. The options were priced
based on the market value of the Company's common stock at the date of issuance.
The redemption value of the options, which represents the option price
multiplied by the number of shares under option, is presented in the
accompanying condensed consolidated balance sheets at December 31, 1998 and June
30, 1998 as "Outstanding redemption value of equity put options." At June 30,
1999, no shares of outstanding common stock were subject to repurchase under the
terms and conditions of equity put options.

                                        11
<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 about the Company's
revenues, earnings, spending, margins, orders, inventory, products, actions,
plans, strategies and objectives. 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.
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 include, but are not limited to, those
discussed below and those described in Exhibit 99 - Issues and Uncertainties
filed with this quarterly report on Form 10-Q.


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


Second Quarter 1999 Compared to Second Quarter 1998
---------------------------------------------------


Net sales for the quarter ended June 30, 1999 were $697.4 million, an 8.3%
decrease from 1998's second quarter net sales of $760.6 million. The Reebok
Division's worldwide sales (including the sales of the Greg Norman Collection)
were $570.1 million, a 10.1% decrease from sales of $634.3 million in the second
quarter of 1998. U.S. footwear sales of the Reebok Brand decreased 8.9% to
$245.1 million in the second quarter of 1999 from $268.9 million in the second
quarter of 1998. U.S. footwear categories that generated sales increases in the
second quarter of 1999 were kids, walking, tennis and basketball; whereas U.S.
footwear sales in most other categories declined. The Classics category declined
partially as a result of the Company's strategic initiative to segment the
distribution of these products in the marketplace. U.S. apparel sales of the
Reebok Division (including the sales of the Greg Norman Collection) decreased in
the second quarter by 25.8% to $59.2 million from $79.8 million in the second
quarter of 1998. Part of the sales decline in U.S. apparel is attributable to
the Company's plans to strategically reposition this business to be more
consistent with its International apparel operations. This strategic initiative
includes segmenting distribution and reducing some of the Company's U.S. apparel
product offerings. The decrease also includes a decline in sales of the Greg
Norman Collection. The Greg Norman brand is being repositioned as a collections
business and in the short term that has resulted in a reduction of the number of
retail storefronts in which the brand is sold.

                                        12
<PAGE>

International sales of the Reebok Brand (including footwear and apparel) were
$265.8 million in the second quarter of 1999, a decrease of 6.9% from $285.6
million in the second quarter of 1998. Most of the Reebok Brand's International
footwear categories declined during the quarter and International apparel sales
decreased slightly. International sales were adversely impacted by start-up
problems experienced in the Company's new Logistics and Shared Service Companies
in Rotterdam in the first quarter. However, the move of the Company's German and
certain other European subsidiaries into the Company's new distribution center
has substantially stabilized in the second quarter and the Company is currently
able to ship orders received from customers on a timely basis from the new
facility. During the quarter and for the first six months of 1999, the Company's
sales performance was adversely affected by economic conditions in Latin America
and Russia. As compared to the second quarter of 1998, footwear sales to
unconsolidated Latin American distributors declined by 46.5%, or approximately
$7.3 million, and sales in Russia declined 54.1% or $7.3 million. Business in
the Asia Pacific region during the quarter stabilized with sales for the 1999
second quarter approximately equal to those in the same period in 1998.

Rockport's second quarter 1999 sales were $104.0 million as compared to sales of
$109.9 million in the second quarter of 1998. Domestic sales for the Rockport
brand decreased by 8.1% while International sales increased by 7.2%.
Domestically, sales decreased in the men's category and were negatively impacted
by declines in the Company's outlet store business and by heavy promotional
activity at retail for the brown shoe segment. International revenues accounted
for 19.6% of Rockport's sales in the second quarter of 1999 as compared to 17.2%
in the second quarter of 1998.

Sales of the Company's Polo Ralph Lauren Footwear products were $23.3 million in
the second quarter of 1999, an increase of 42.1% from $16.4 million in the
second quarter of 1998. This increase was led by growth in the rugged casual and
athletic segments. During the first half of 1999, the Company debuted the
RLX/Polo Sport Ralph Lauren performance product line and in July of 1999 the
Company debuted a separate Lauren by Ralph Lauren product line for women. For
the balance of 1999, the Company's Polo Ralph Lauren Footwear business plans to
increase advertising, expand distribution and continue to invest in branded
retail presence.

During the second quarter of 1999, the Company's overall gross margin was 38.0%
of sales, this compares to 36.9% for 1998's second quarter, an increase of 110
basis points. The increase is primarily attributable to the strengthening of the
Company's initial pricing margins due to manufacturing and sourcing
efficiencies, and to lower cancellations, markdowns and returns. The U.S.
footwear initial pricing margins for the Reebok Brand have returned to levels
the Company was experiencing prior to the introduction of its DMX and 3D
Ultralite technology products in 1997. Adversely impacting margins in the
quarter were sales of U.S. apparel, Rockport and Greg Norman, due to a higher
volume of off-price business and higher markdown allowances.

                                        13
<PAGE>

Selling, general and administrative expenses for the second quarter of 1999 were
$243.4 million, or 34.9% of sales, as compared to $253.4 million, or 33.3% of
sales in 1998's second quarter. While the Company's overall spending declined by
$10.0 million in the quarter, spending did increase as a percentage of sales.
During the quarter the Company incurred significant start-up expenses for its
new Logistics and Shared Service Companies in Rotterdam as well as for its
global information system re-engineering efforts. In the second quarter of 1999,
these start-up expenses, many of which are redundant in nature, amounted to
approximately $8.0 million as compared to $10.0 million in the second quarter of
1998. A portion of the start-up costs reflect redundant distribution costs
resulting from the lower than planned volume of product in the Rotterdam
facility. Start-up expenses are expected to aggregate approximately $40 million
for the full year 1999. Selling, general and administrative expenses for the
1999 second quarter, exclusive of these start-up expenses, were about 33.7% of
sales as compared with 32.1% in the second quarter of 1998. The Company
considers this level to be too high and will begin to initiate programs to
reduce selling, general and administrative spending to a lower percentage of
sales. The impact of these programs will not begin to be realized until calendar
year 2000.

Net interest expense was $10.8 million for the second quarter of 1999, a
decrease of $2.4 million as compared to the second quarter of 1998. The decrease
was a result of improved cash flow and debt repayment.

The effective income tax rate was 36.0% in the second quarter of 1999 as
compared to 32.2% in the second quarter of 1998 and 32.2% for the full year
1998. Looking forward, dependent on the geographic mix of earnings in 1999, the
Company expects the second quarter 1999 rate to be indicative of the full year
1999 rate. However, the rate could fluctuate from quarter to quarter depending
on where the Company earns income geographically, and, if the Company incurs
non-benefitable losses in certain economically troubled regions, the rate could
increase further.

First Six Months 1999 Compared to First Six Months 1998
---------------------------------------------------

Net sales for the first six months ended June 30, 1999 were $1.483 billion, a
9.6% decrease from 1998's first six months net sales of $1.641 billion. The
Reebok Division's worldwide sales (including the sales of the Greg Norman
Collection) were $1.222 billion, an 11.8% decrease from sales of $1.385 billion
in the first six months of 1998. U.S. footwear sales of the Reebok Brand
decreased 9.1% to $511.4 million in the first six months of 1999 from $562.6
million in the first six months of 1998. U.S. footwear categories that generated
sales increases in the first six months of 1999 were kids, walking and cleated;
whereas U.S. footwear sales in most other categories declined. The Classics
category declined

                                        14
<PAGE>


partially as a result of the Company's strategic initiative to
segment the distribution of these products in the marketplace. U.S. apparel
sales of the Reebok Division (including the sales of the Greg Norman
Collection) decreased in the first six months by 27.9% to $127.4 million from
$176.6 million in the first six months of 1998. Part of the sales decline in
U.S. apparel is attributable to the Company's plans to strategically reposition
this business to be more consistent with its International apparel operations.
This strategic initiative includes segmenting distribution and reducing some of
the Company's U.S. apparel product offerings. The decrease also includes a
decline in sales of the Greg Norman Collection. The Greg Norman brand is being
repositioned as a collections business and in the short term that has resulted
in a reduction of the number of retail storefronts in which the brand is sold.

International sales of the Reebok Brand (including footwear and apparel) were
$582.8 million in the first six months of 1999, a decrease of 9.7% from $645.6
million in the first six months of 1998. Most of the Reebok Brand's
International footwear categories declined during the first six months whereas
International apparel sales increased slightly. International sales were
adversely impacted by start-up problems experienced in the Company's new
Logistics and Shared Service Companies in Rotterdam. The Company estimates that
between $15-$20 million of the International sales decline can be directly
attributable to these issues. However, the move of the Company's German and
certain other European subsidiaries into the Company's new distribution center
has substantially stabilized in the second quarter and the Company is currently
able to ship orders received from customers on a timely basis from the new
facility. Sales in Europe increased by 5% for the first six months of 1999
compared with the same period in 1998, excluding the 42% sales decline in
Germany where a portion of the decrease can be attributed to the start-up
problems at the new Rotterdam Distribution facility. The Company's sales
performance in its other International regions is being adversely affected by
economic conditions in Latin America, Asia Pacific and Russia. As compared to
the first six months of 1998, footwear sales to unconsolidated Latin American
distributors declined by 5.8%, or approximately $22.8 million, sales in Asia
Pacific declined 11.9% or $11.1 million and sales in Russia declined 53.9% or
$12.4 million.

Rockport's sales for the first six months of 1999 were $213.7 million as
compared to sales of $220.7 million in the first six months of 1998. Domestic
sales for the Rockport brand decreased by 7.5% while International sales
increased by 14.0%. Domestically, sales decreased in both the men's and outdoor
categories and were negatively impacted by declines in the Company's outlet
store business and by heavy promotional activity at retail for the brown shoe
segment. International revenues accounted for 23.6% of Rockport's sales in the
first six months of 1999 as compared to 20.0% in the first six months of 1998.

Sales of the Company's Polo Ralph Lauren Footwear products were $47.9 million in
the first six months of 1999, an increase of

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<PAGE>

36.1% from $35.2 million in the first six months of 1998. This increase was led
by growth in the rugged casual and athletic segments. During the first half of
1999, the Company debuted the RLX/Polo Sport Ralph Lauren performance product
line and in July of 1999 the Company debuted a separate Lauren by Ralph Lauren
product line for women. For the balance of 1999, the Company's Polo Ralph Lauren
Footwear business plans to increase advertising, expand U.S. distribution and
continue to invest in branded retail presence.

During the first six months of 1999, the Company's overall gross margin was
37.9% of sales, this compares to 36.2% for 1998's first six months, an increase
of 170 basis points. The increase is primarily attributable to the strengthening
of the Company's initial pricing margins due to manufacturing and sourcing
efficiencies, and to lower cancellations, markdowns and returns. The U.S.
footwear initial pricing margins for the Reebok Brand have returned to levels
the Company was experiencing prior to the introduction of its DMX and 3D
Ultralite technology products in 1997. Adversely impacting margins for the year
to date were sales of U.S. apparel, Rockport and Greg Norman due to a higher
volume of off-price business and higher markdown allowances.

Selling, general and administrative expenses for the first six months of 1999
were $495.6 million, or 33.4% of sales, as compared to $518.9 million, or 31.6%
of sales in 1998's first six months. While the Company's overall spending
declined by $23.3 million during the first six months of 1999 as compared with
the same period in 1998, spending did increase as a percentage of sales. During
the six month period, the Company incurred significant start-up expenses for its
new Logistics and Shared Service Companies in Rotterdam, as well as for its
global information system re-engineering efforts. In the first six months of
1999, these start-up expenses, many of which are redundant in nature, amounted
to approximately $17.0 million as compared to $15.0 million in the first six
months of 1998. A portion of the start-up costs reflect redundant distribution
costs resulting from the lower than planned volume of product in the Rotterdam
facility. These start-up expenses are expected to aggregate approximately $40
million for the full year 1999. Selling, general and administrative expenses for
the six months of 1999, exclusive of these start-up expenses, were about 32.3%
of sales as compared with 30.7% for the first six months of 1998. The Company
considers this level to be too high and will begin to initiate programs to
reduce selling, general and administrative spending to a lower percentage of
sales. The impact of these programs will not begin to be realized until calendar
year 2000.

Net interest expense was $23.4 million for the first six months of 1999, a
decrease of $2.6 million as compared to the first six months of 1998. The
decrease was a result of improved cash flow and debt repayments.

The effective income tax rate was 36.0% in the first six months of 1999 as
compared to 32.2% in the first six months of 1998 and 32.2% for the full year
1998. Looking forward, dependent

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<PAGE>

on the geographic mix of earnings in 1999, the Company expects the year-to-date
1999 rate to be indicative of the full year 1999 rate. However, the rate could
fluctuate from quarter to quarter depending on where the Company earns income
geographically, and, if the Company incurs non-benefitable losses in certain
economically troubled regions, the rate could increase further.

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 July 1 through December
31, 1999 declined 13.5% as compared to the same period last year. North American
backlog for the Reebok Brand, which includes the U.S. and Canada, decreased
24.9%, and, the International backlog increased 5.3%. On a constant dollar
basis, worldwide Reebok Brand backlog was down 11.7%, and International backlog
increased 10.1%. U.S. footwear backlog decreased 17.5% and U.S. apparel backlog
(including Greg Norman Collection apparel) decreased 45.7% as compared to the
same period last year. When the decline in the footwear backlog of 17.5% for the
second quarter 1999 is compared to the first quarter decline of 16.3%, there
appears to be a slight decrease in the comparisons. The Company believes that
this decrease in comparisons is primarily the result of a higher percentage of
July future orders being shipped to retailers this year when compared to last
year. Since these orders have been shipped, they are not included in the June
backlog, thereby adversely impacting the comparisons. Therefore, the Company
believes that the decrease in comparisons quarter to quarter is not necessarily
indicative of the trend for the balance of the year. In North America, the rate
of returns and cancellations during the first six months of 1999 has improved
substantially when compared to the same period last year. In addition, the
Company believes retailers are leaving more open-to-buy dollars available for
at-once business. These changes in business conditions suggest that these
percentage decreases in open backlog in the U.S. are not necessarily indicative
of future sales trends. In addition, many orders are cancelable, sales by
Company-owned retail stores can vary from year to year, many markets in South
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.

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

The Company's financial position remains strong. Working capital was $641.3
million at June 30, 1999 and $857.0 million at June 30, 1998. The
reclassification to a current liability of the $100.0 million medium-term note
due in May 2000 resulted in a portion of the working capital reduction. The
current ratio at June 30, 1999 was 1.9 to 1 as compared to 2.4 to 1 at December
31, 1998 and 2.5 to 1 at June 30, 1998.

                                        17
<PAGE>


Accounts receivable decreased by $30.6 million from June 30, 1998, a decrease of
5.6%. The decrease is primarily due to the sales decline. Inventory decreased by
$94.6 million or 15.9% from June 30, 1998. This decrease is in line with the
Company's plans. In the U.S., the Company's Reebok Brand footwear inventories
were down 16.9%. U.S. Reebok Brand apparel inventories were down 50.6% and
retail inventories were down 6.7% from last year. Inventories of all brands
outside the U.S. decreased 14.0%. The Company believes that the overall
condition of its inventory at wholesale and at retail has improved from last
year, with more of the inventory being current product.

Cash provided by operations during the first six months of 1999 was $47.0
million, as compared to cash used for operations of $13.9 million during the
first six months of 1998, a $60.9 million improvement. Capital expenditures for
the first six months of 1999 were $29.2 million, an increase from 1998 due to
investments in the Company's European Logistics and Shared Service Companies,
international retail expansion and various Year 2000 and other information
systems initiatives. Cash generated from operations during the balance of 1999,
together with the Company's existing credit lines and other financial resources,
is expected to adequately finance the Company's current and planned 1999 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 in Exhibit 99
- Issues and Uncertainties filed herewith, 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.

Year 2000 Readiness Disclosure
------------------------------

The year 2000 issue, which is common to most corporations, concerns the
inability of information technology (IT) systems, including computer software
programs, as well as non-IT systems, to properly recognize and process date
sensitive information related to the year 2000 and beyond. This could
potentially cause a system failure or miscalculation that could disrupt
operations.

In order to determine the Company's readiness for the year 2000, the Company has
conducted a global review of both its IT and non-IT systems to identify the
systems that could be affected by the technical problems associated with the
year 2000. As part of this review, a management team was selected to inventory
all IT (mainframe, network and desktop hardware and software), and non-IT
embedded systems (security, fire prevention, elevators, climate control systems,
etc.) to address the year 2000 issue, including an assessment of the costs
required to effect such a plan. The team has evaluated these inventoried items
to determine a remediation method and

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<PAGE>

implementation plan. The IT evaluation and non-IT evaluations are substantially
complete. While the Company believes that most of its critical non-IT systems
will function without substantial year 2000 compliance problems, the Company
will continue to review, test and remediate (if necessary) such systems.

In 1993 the Company developed a strategic information systems plan which
provided for the adoption of a new global information systems infrastructure
which would substantially improve the Company's systems capability. This new
global system will replace most legacy systems with year 2000 compliant software
and will thus also address the year 2000 issue. The Company began investments in
this new global strategic system in 1994, with investments continuing each year
thereafter and expected to continue through the year 2000. The global SAP system
being adopted by the Company did not previously have an appropriate application
for the footwear and apparel industry. Thus the Company, together with its
software vendor and another company in the apparel industry, developed a new
software application for the footwear and apparel industry which is now being
implemented by the Company.

The Company believes that, with modifications to existing software and
converting to SAP software and other packaged software, the year 2000 will not
pose significant operational problems for the Company's computer systems.
However, if the modifications and conversions are not implemented or completed
in a timely or effective manner, the year 2000 problem could have a material
adverse impact on the operations and financial condition of the Company. In
addition, in converting to SAP software, the Company is relying on its software
partner to develop and support new software applications and there could be
problems in successfully developing and implementing such new applications. The
Company is the first in the apparel and footwear industry to begin to implement
this new software application. Thus there are substantial risks that problems
could arise in implementation or that the system may not be fully effective by
the end of 1999.

The SAP system has been installed and implementation has been substantially
completed in a number of the Company's business units, as well as, in certain
other functional areas. These units have experienced certain technical
difficulties with the SAP system resulting in processing delays and selected
integrity of information issues. The Company, together with its software
partner, has substantially remedied these deficiencies. Accordingly, the Company
has decided to continue to implement the SAP system in certain of its operating
units during 1999. However, because of the technical difficulties with the SAP
system and the delays resulting therefrom, the Company has decided to delay full
implementation of the SAP system in its North American operating unit until
after January 2000. For its North American operating unit, the Company is,
instead, proceeding with its contingency plan to modify existing software to
make it year 2000 compliant. The Company has already modified existing software
to

                                        19
<PAGE>

process customer orders and purchase orders for the year 2000, and has been
processing such orders. Other software systems for the North American operating
unit still need to be modified to make them year 2000 compliant. The Company has
retained the same consultant which modified software for its Rockport subsidiary
and certain other units to handle this modification, and expects such
modification to be complete by the end of the third quarter 1999 with final
testing and implementation occurring in October 1999. The costs of such
modification, are not anticipated to be material.

As previously indicated, the Company's Rockport and Polo Ralph Lauren Footwear
subsidiaries, as well as certain other International units, will not be
converted to the new SAP system by the end of 1999. The necessary modifications
to their existing software to make them year 2000 compliant have been
substantially completed. The Company has tested the effectiveness of these
modifications and found them to be substantially compliant. Testing on these
modifications, as well as the modifications for the North American unit, will
continue during 1999.

Because the Company's conversion to SAP software will replace much of the
Company's software with year 2000 compliant systems, it is difficult to
segregate the incremental costs associated with the year 2000 issue. The Company
expects that the total costs of converting to the global SAP system will be
approximately $75 million, of which approximately $60 million has been spent to
date. Capitalized costs which are included in this estimate are expected to be
approximately $30 million. These estimates assume that the Company will not
incur significant year 2000 related costs on behalf of its suppliers, customers
or other third parties.

The Company is also focusing on major suppliers and customers to assess their
compliance with the year 2000. This effort is being handled internally and is
currently in process. The Company will be assessing its largest customers and
vendors to determine that their operations are year 2000 compliant. The Company
is also in the process of testing year 2000 compliance with significant
suppliers and will use the results of such tests to determine if contingency
plans are necessary and to prepare such plans. The Company has completed year
2000 compliance evaluation of all of its major footwear factories through site
visits. The Company is also in the process of evaluating and testing year 2000
compliance with its major customers including its EDI customers. The Company is
dependent on its suppliers, joint venture partners, independent distributors and
customers to implement appropriate changes to their computer systems to address
the year 2000 issue. The failure of such third parties to effectively address
such an issue could have a material adverse effect on the Company's business.

Contingency plans for year 2000-related interruptions are being developed and
will include, but not be limited to, the development of emergency backup and
recovery procedures, remediation of existing


                                        20
<PAGE>

systems parallel with implementation of the new systems, and replacing
electronic applications with manual processes. These contingency plans are,
however, subject to variables and uncertainties. There can be no assurance that
the Company will correctly anticipate the level, impact or duration of potential
non-compliance or that its contingency plans will be sufficient to mitigate the
impact of any potential failures.

Estimates of time and cost and risk assessments are based on currently available
information. Developments that could affect estimates and assessments include,
but are not limited to, the ability to hold to the schedule defined for SAP and
other package conversion; the ability to remediate all relevant computer code
for those limited applications targeted to be remediated; co-operation and
remediation success of the Company's suppliers and customers; and the ability to
implement suitable contingency plans in the event of year 2000 system failures
at the Company or its suppliers or customers.



                                        21
<PAGE>




                          PART II - OTHER INFORMATION


Item 1-5

Not applicable

Item 6

(a)      Exhibits:


10.1     Agreement dated as of April 19, 1999 between Reebok International Ltd.
         and Paul Fireman

10.2     Consent dated April 19, 1999 from Paul Fireman to Reebok International
         Ltd.

10.3     Consent dated April 19, 1999 from Kenneth Watchmaker to Reebok
         International Ltd.

27.      Financial Data Schedule

99.      Issues and Uncertainties

(b) Reports on Form 8-K:

    There were no reports on form 8-K filed during the quarter ended June 30,
    1999.



                                        22

<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, 1999




                                    REEBOK INTERNATIONAL LTD.

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


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