EXHIBIT 99


ISSUES AND UNCERTAINTIES
________________________


The Company's Quarterly report on Form 10-Q filed herewith
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.  A shift in consumer preferences could also negatively
impact the Company's sales and financial results.  

Currently, the industry is experiencing some shift in consumer
preference away from athletic footwear to "brown shoe" or
"casual" product offerings.  This change in preference has
adversely affected the Company's business, as well as that of
some of its competitors.  The Company is taking steps to respond
to this shift by focusing on its products and technologies and
pursuing growth opportunities with its Rockport, Ralph Lauren
Footwear and Greg Norman brands.  There is, however, substantial
uncertainty as to whether the Company's actions will be effective
and how significant the adverse impact of the shift in consumer
preference will be on the Company's business.  The outcome will
be dependent on a number of factors, including the extent of the
change in consumer preference, consumer and retailer acceptance
of the Company's products, technologies and marketing, and the
ability of the Company to effectively respond to the shift in the
marketplace, as well as the other factors described in this
Section.

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.  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, or may find that retailers
are canceling orders or returning product, all of which may have
an adverse effect on the Company's sales, its margins and brand
image.  In addition, the Company may be required to pay for
certain tooling if it does not satisfy minimum production
quantities.

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, currency
changes 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.  See also discussion below under
"Advertising and Marketing Investment."

Pricing and Margins
___________________

The prices that the Company is able to charge for its products
are dependent on the type of product offered and the consumer and
retailer response to such product, as well as the prices charged
by the Company's competitors.  If, for example, the Company's
products provide enhanced performance capabilities, the Company
should be able to achieve relatively higher prices for such
products.  The gross margins which the Company earns are
dependent on the prices which the Company can charge for these
goods and the costs incurred in acquiring the products for sale. 
To the extent that the Company has higher costs, such as the
higher startup costs associated with technological products, its
margins will be lower unless it can increase its prices.  The
Company has recently experienced declining margins partially as a
result of the higher cost associated with its new technology
products and its inability to increase its sale prices
sufficiently to cover such costs. In order for the Company to
increase its margins, it will need to either reduce its costs,
for example, by achieving production efficiencies or economies of
scale, or increase its selling price.  There can be no assurance
that either of such results can be achieved.  In addition,
because of the shift in the marketplace and the resulting
over-inventoried promotional retail environment, the Company's
full-margin at once business has decreased and the Company has
encountered increased returns and cancellations from retailers,
resulting in declining margins.  The ability of the Company to
increase its full margin business is dependent on a number of
factors including the success of the Company's products and
marketing, the retail environment and general industry
conditions.

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.  Recently,
there has been some shift in the marketplace away from certain
"icon" athletes and the products they endorse.  As a result, the
Company has re-evaluated its investment in certain sports
marketing deals and is in the process of eliminating or
restructuring certain of its marketing contracts that no longer
reflect Reebok's brand positioning.

Retail Operations
_________________

The Company currently operates approximately 150 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, Thailand or the
Philippines, 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.  See
also discussion below under "Economic Factors".      

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.  A failure by one or more of the Company's
significant manufacturers to meet established criteria for
pricing, product quality or timeliness could negatively impact
the Company's sales and profitability.  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.  See
also discussion below under "Economic Factors".

Risk Associated with Indebtedness
_________________________________

In connection with the Company's Dutch Auction share repurchase,
the Company incurred $640 million in additional debt to finance
the repurchase of shares (as of June 30, 1998, the outstanding
balance of such debt was approximately $472 million) and has a
$400 million revolving credit line (as of June 30, 1998, there
were no borrowings outstanding under the revolving credit line). 
As a result of this indebtedness, the Company currently faces
significantly increased interest expense and debt amortization,
as compared to the past.  The credit arrangement contains certain
covenants (including restrictions on liens 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 the Company's current
and planned needs in 1998.  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 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.

In June 1998, two credit rating agencies, Standard & Poor's
Rating Group and Moody's Investors Service, Inc., put the Company
on "credit watch" with negative implications, which indicates
that these agencies are reviewing the Company's financial
condition to determine whether its current credit ratings are
still appropriate or whether the ratings should be lowered.  No
determination has yet been made by either credit agency.  If the
Company's credit ratings were lowered, it may be more difficult
for the Company to borrow and the costs of borrowing would
increase, including the costs the Company incurs under some of 
its existing credit arrangements.

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.  In 1997 and in the first half of 1998, the
Company's international sales, gross margins and profits were
negatively impacted by changes in foreign currency exchange
rates.  

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, ROCKPORT or GREG NORMAN 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.  For example, the recent slowdown in the
growth of the athletic footwear and branded apparel markets has
had negative effects on the Company's business.  In addition, as
a result of current market conditions, a number of the Company's
competitors have excess inventory which they are attempting to
sell off.  This over-inventoried, promotional environment has
made it more difficult for the Company to sell its products and
has negatively impacted the Company's gross margins.

The current financial crisis in the Far East has also had a
negative impact on the Company's business.  The economic problems
in Asia have had an adverse effect on the Company's sales to that
region.  In addition, most of the Company's products are
manufactured in the Far East by third party manufacturers.  The
current economic conditions have made it more difficult for such
manufacturers to gain access to working capital and there is a
risk that such manufacturers could encounter financial problems
which could affect their ability to produce products for the
Company.  Similar problems have also resulted from the financial
difficulties in Latin America.

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 or profitability.

Global Restructuring Activities
_______________________________

The Company is currently undertaking various global restructuring
activities designed to enable the Company to achieve operating
efficiencies, improve logistics and reduce expenses.  There can
be no assurance that the Company will be able to effectively
execute on its restructuring plans or that such benefits will be
achieved.  In addition, in the short-term the Company could
experience difficulties in product delivery or other logistical
operations as a result of its restructuring activities, which
could have an adverse effect on the Company's business.  In the
short-term, the Company could also be subject to increased
expenditures and charges from such restructuring activities.  The
Company is also in the process of eliminating or restructuring
certain of its underperforming marketing contracts.  There can be
no assurance that the Company will be able to successfully
restructure such agreements or achieve the cost savings
anticipated.  

Year 2000
_________

The Company has conducted a global review of its computer systems
to identify the systems that could be affected by the technical
problems associated with the year 2000 and has developed an
implementation plan to address the "year 2000" issue.  As part of
its global restructuring, in 1997 the Company began its global
implementation of SAP software, which will replace substantially
all legacy systems.  The Company presently believes that, with
modifications to existing software and converting to SAP
software, the year 2000 will not pose significant operational
problems for the Company's computer systems.  The Company expects
its SAP programs to be substantially implemented by 1999 and the
implementation is currently on schedule.  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 impact on the operations of the Company.  In addition,
in converting to SAP software, the Company is relying on its
software partner to develop new software applications and there
could be problems in successfully developing such new
applications.   Finally, the Company is dependent on its
suppliers, joint venture partners and independent distributors to
implement appropriate changes to their computer systems to
address the "year 2000" issue.  The failure of such third parties
to effectively address such issue could have an adverse effect on
the Company's business.

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.