FORM 10-Q

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


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


  For the quarterly period ended September 30, 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 November 7, 1997, was 56,305,774
shares.



<PAGE>

REEBOK INTERNATIONAL LTD.


INDEX

PART I.    FINANCIAL INFORMATION:

Item 1     Financial Statements (Unaudited)

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

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

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

           Notes to Consolidated Condensed Financial 
            Statements  . . . . . . . . . . . . . . . . . . . 7-9


Item 2

           Management's Discussion and Analysis of Results
             Of Operations and Financial Condition  . . . . 10-17


Part II.   OTHER INFORMATION:

Item 1     Legal Proceedings  . . . . . . . . . . . . . . . .  18

Items 2-4  Not Applicable . . . . . . . . . . . . . . . . . .  18

Item 5     Other Information  . . . . . . . . . . . . . . . .  18

Item 6     Exhibits and Reports on Form 8-K . . . . . . . . .  18








<PAGE>

                REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

                                   September 30,       December 31,
                                 1997        1996         1996
                              (Unaudited) (Unaudited)    (Note)
                              __________  __________   ___________
                                    (Amounts in thousands)

<S>                           <C>          <C>         <C>
Current assets:
  Cash and cash equivalents   $  139,906   $ 143,899   $  232,365
  Accounts receivable, net
    of allowance for doubtful
    accounts (1997, $47,597;
    September 1996, $46,683;
    December 1996, $43,527)      744,660     725,115      590,504
  Inventory                      562,829     540,807      544,522
  Deferred income taxes           79,078      62,729       69,422
  Prepaid expenses and other
    current assets                48,378      24,280       26,275
  Refundable income taxes         36,078
                              __________  __________   __________

    Total current assets       1,610,929   1,496,830    1,463,088
                              __________  __________   __________

Property and equipment, net      169,022     188,035      185,292

Non-current assets:
  Intangibles, net of
    amortization                  67,187      69,219       69,700
  Deferred income taxes            9,022       6,242        7,850
  Other                           52,339      71,026       60,254
                              __________  __________   __________
                              
                                 128,548     146,487      137,804
                              __________  __________   __________

                              $1,908,499  $1,831,352   $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>

                                    September 30,      December 31,
                                 1997        1996         1996
                              (Unaudited) (Unaudited)    (Note)
                              __________  __________   __________
                         (Amounts in thousands, except share data)

<S>                           <C>         <C>          <C>
Current liabilities:
  Notes payable to banks      $   85,886  $   56,201   $   32,977
  Current portion of   
    long-term debt               104,704      34,752       52,684
  Accounts payable               193,196     186,496      196,368
  Accrued expenses               241,367     205,811      169,344
  Income taxes payable            52,632      86,730       65,588
  Dividends payable                            4,171         
                              __________  __________   __________
    Total current liabilities    677,785     574,161      516,961
                              __________  __________   __________
Long-term debt, net of
  current portion                683,012     872,586      854,099

Minority interest                 38,820      32,976       33,890

Commitments and contingencies

Outstanding redemption value 
  of equity put options                       16,736        

Stockholders' equity:
  Common stock, par value 
   $.01; authorized 
   250,000,000 shares; 
   issued September 30, 
   1997, 93,001,163; 
   issued September 30, 
   1996, 92,333,859; 
   issued December 31, 
   1996, 92,556,295                  930         917          926
  Retained earnings            1,139,008     947,593      992,563 
  Less 36,716,227 shares
   in treasury at cost          (617,620)   (617,620)    (617,620)
  Unearned compensation             (172)       (326)        (283)
  Foreign currency translation
    adjustment                   (13,264)      4,329        5,648
                              __________  __________   __________
                                 508,882     334,893      381,234
                              __________  __________   __________
                              $1,908,499  $1,831,352   $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     Nine Months Ended 
                                     September 30,          September 30,   
                                 ____________________    _________________  
                                  1997       1996         1997        1996
                                  ____       ____         ____        ____
 
<S>                         <C>          <C>          <C>         <C>     
Net sales                   $1,009,053   $  970,080   $2,780,153  $2,690,575
Other income (expense)          (3,141)         147       (2,828)      1,675
                            __________   __________   __________  __________

                             1,005,912      970,227    2,777,325   2,692,250 
   
Costs and expenses:
  Cost of sales                638,842      589,550    1,730,202   1,646,645 
  Selling, general and
    administrative expenses    259,129      285,628      805,526     823,723
  Special charges (Note 5)      33,161                    33,161             
  Amortization of intangibles      856          624        2,476       1,879
  Interest expense              16,111       10,228       48,329      23,563 
  Interest income               (2,311)      (2,874)      (6,803)     (7,113) 
                            __________   __________   __________  __________
                               945,788      883,156    2,612,891   2,488,697 
                            __________   __________   __________  __________ 
Income before income taxes
  and minority interest         60,124       87,071      164,434     203,553

Provision (credit) for
  income taxes (Note 6)        (18,150)      30,615       19,550      71,915 
                            __________   __________   __________  __________

Income before minority
  interest                      78,274       56,456      144,884     131,638

Minority interest                4,306        5,844       10,410      12,798
                            __________   __________   __________  __________

Net income                  $   73,968   $   50,612   $  134,474  $  118,840 
                            ==========   ==========   ==========  ==========
                                                                             

Net income per common share $     1.26   $     0.75   $     2.29  $     1.64
                            ==========   ==========   ==========  ==========

Dividends per common share  $    0.000   $    0.075   $    0.000  $    0.225
                            ==========   ==========   ==========  ==========
Weighted average common and
  common equivalent shares
  outstanding                   58,785       67,839       58,633      72,422 
                            ==========   ==========   ==========  ==========

</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>

                                                    Nine Months Ended
                                                       September 30,
                                                    ________________
                                                    1997        1996 
                                                    ____        ____
                                                 (Amounts in thousands)

<S>                                            <C>         <C>
Cash flows from operating activities:
  Net income                                   $  134,474  $  118,840
  Adjustments to reconcile net income
    to net cash provided by (used for)  
    operating activities:
     Depreciation and amortization                 33,735      31,249
     Minority interest, net of dividends paid      10,410      12,798
     Deferred income taxes                        (10,828)      1,729
     Special charges                               16,500
     Changes in operating assets and
      liabilities:
       Accounts receivable                       (175,071)   (231,001)
       Inventory                                  (36,129)     84,927
       Prepaid expenses                           (22,489)     20,881
       Refundable income taxes                    (36,078)
       Other                                       16,042     (20,482)
       Accounts payable                             6,288      23,523
       Accrued expenses                            64,337      60,199 
       Income taxes payable                       (12,887)     39,470
                                               __________  __________
         Total adjustments                       (146,170)     23,293
                                               __________  __________

Net cash provided by (used for)
  operating activities                            (11,696)    142,133
                                               __________  __________ 
Cash flows from investing activities:
  Payments to acquire property and 
   equipment                                      (23,215)    (26,866)
                                               __________  __________

Net cash (used for) investing activities          (23,215)    (26,866)
                                               __________  __________
     
</TABLE>





                                    -5-
<PAGE>

                REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
        CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Continued)
                                (Unaudited)
<TABLE>
<CAPTION>
          
                                                       Nine Months Ended
                                                         September 30,
                                                      ___________________
                                                       1997       1996
                                                       ____       ____
                                                   (amounts in thousands)

<S>                                               <C>         <C>
Cash flows from financing activities:
  Net borrowings (payments)of notes payable 
    to banks                                      $  67,659   $ (11,349) 
  Proceeds from issuance of long-term debt                      657,955 
  Payments of long-term debt                       (131,098)     (1,135)
  Proceeds from issuance of common stock to
    employees                                        11,971       4,829 
  Dividends paid, including dividend
    payments to minority shareholders                (1,600)    (16,751)
  Repurchases of common stock                                  (685,866)
  Proceeds from premium on equity put options                       717
                                                   ________   _________

Net cash (used for) financing activities            (53,068)    (51,600)
                                                   ________   _________
                                                                         
Effect of exchange rate changes on cash
  and cash equivalents                               (4,480)       (161)
                                                   ________   _________

Net increase (decrease)in cash and cash 
  equivalents                                       (92,459)     63,506
                                                   ________   _________ 
 
Cash and cash equivalents at beginning of period    232,365      80,393
                                                   ________   _________

Cash and cash equivalents at end of period        $ 139,906   $ 143,899
                                                   ========   =========

Supplemental disclosures of cash flow information:

                                                       1997       1996
                                                       ____       ____
Cash paid during the period for:
  Interest                                        $  46,659   $  21,791 
  Income taxes                                       43,929      33,575 

</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.

                                    -6-
<PAGE>

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


NOTE 1 - BASIS OF PRESENTATION
______________________________

  The accompanying unaudited consolidated condensed 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 nine months ended September 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 petitioned for Certiorari before
the Supreme Court and the Supreme Court, on October 6, 1997, denied
Plaintiff's petition.

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 third quarter ended September 30, 1997 of $.05 per share and a
$.01 per share increase for 1996's third quarter earnings per
share.  For the nine months ended September 30, 1997 and 1996 the
impact is expected to increase primary earnings per share by $.10
and $.02 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.

     In June 1997, the Financial Accounting Standards Board issued
Statement No. 131, Disclosures About Segments of an Enterprise and
Related Information, which is required to be adopted for years
beginning after December 15, 1997.  Management of the Company does
not expect the adoption of Statement No. 131 to have a material
impact on the Company's financial statement disclosures.

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 share 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.

NOTE 5 - SPECIAL CHARGES 
________________________

     In the third quarter of 1997, the Company recorded a special
charge of $33.2 million, amounting to $21.1 million after taxes, or
$.36 per share related to facilities consolidation and elimination,
asset write-downs and personnel related expenses principally in
connection with the Company's global restructuring activities.  The


                                    -8-
<PAGE>

restructuring activities include reducing the number of European
warehouses from 19 to 3; establishing a shared services company
that will centralize European administrative operations; and
implementing a global management information system.  The charge
will cover certain one-time costs, of which only approximately 50%
will affect cash.  In connection with the plan, the Company may
incur other additional costs that are not recognizable at this time
or can not be reasonably estimated.  The components of the charge
are as follows:

     Fixed asset write-downs                           $16.5M
     Employee retention and severance                    9.2M
     Terminations of leases                              6.5M
     Other                                               1.0M
                                                       ______
                                                       $33.2M

     The fixed asset write-downs relate to the assets that will be
abandoned or sold upon the close-down of the facilities.

     The restructuring should enable the Company to achieve
operating efficiencies, including improved inventory management,
credit management, purchasing power and customer service and should
provide the organization with access to a single global data base
of company, supplier and customer information.  The restructuring
initiative should also improve logistics and produce cost savings
once completed during 1999.

NOTE 6 - INCOME TAXES 
_____________________

     During 1992, the Company recorded a write-down in the carrying
value of its Avia subsidiary in the amount of $100 million with no
corresponding tax benefit recognized in that year due to the
uncertainty concerning the ultimate deductibility of the charge. 
In June 1996, substantially all of the operating assets and
business of Avia were sold.  After the sale, in December 1996, the
Company requested a pre-filing determination from the Internal
Revenue Service ("IRS") regarding the deductibility of certain
losses pertaining to the sale of Avia.  In August 1997, the IRS
notified the Company that it had approved the Company's tax
treatment concerning the deductibility of the Avia losses and 
accordingly, a corresponding income tax credit was recorded in the
quarter.  The credit, amounting to $40 million, represents the
amount of tax benefits not previously recognized in the
consolidated financial statements pertaining to the Avia losses.

                                    -9-
<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        Nine Months Ended 

                                    September 30,             September 30,
                                 __________________         __________________ 
                                 1997        1996           1997      1996   
                                 ____        ____           ____      ____   
 
<S>                            <C>         <C>             <C>       <C>   
Net sales                       100.0%      100.0%         100.0%    100.0% 
Other income/(expense)            (.3)         -             (.1)       .1
                               ______      ______          _____     _____ 
                 
                                 99.7       100.0           99.9     100.1 

Costs and expenses:
  Cost of sales                  63.3        60.8           62.2      61.2 
  Selling, general and
   administrative expenses       25.7        29.4           29.0      30.6
  Special charges                 3.3          -             1.2        - 
  Amortization of intangibles      .1          .1             .1        .1 
  Interest expense                1.5         1.1            1.7        .9
  Interest income                 (.2)        (.3)           (.2)      (.3)
                               ______      ______          _____     _____
 
                                 93.7        91.1           94.0      92.5 
                               ______      ______          _____     _____ 

Income before income taxes    
  and minority interest           6.0         8.9            5.9       7.6 

Provision (credit) for 
  income taxes                   (1.8)        3.1             .7       2.7 
                               ______      ______          _____     _____ 
  
Income before minority
  interest                        7.8         5.8            5.2       4.9 

Minority interest                  .4          .6             .4        .5
                               ______      ______          _____     _____ 

Net income                        7.4%        5.2%           4.8%      4.4%
                               ======      ======          =====     ===== 

</TABLE>


                                     -10-
<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

Third Quarter 1997 Compared to Third Quarter 1996

    Net sales for the quarter ended September 30, 1997 were $1.009
billion, an increase of 4.0% when compared to the third quarter
1996 sales of $970.1 million.  The Reebok Division's worldwide
sales were $861.1 million, a 3.2% increase from $834.8 million in
the third quarter of 1996.  The strong U.S. dollar continues to
adversely affect Reebok Brand worldwide sales.  On a constant
dollar basis, sales for the Reebok Brand worldwide increased 6.7%
in the third quarter of 1997 as compared to the same period in
1996. U.S. footwear sales of the Reebok Division during the third
quarter of 1997 increased 1.5% to $305.3 million from $300.8
million in the third quarter of 1996.  This increase in the Reebok
Division's U.S. footwear sales is attributed primarily to increases
in the running, men's cross-training, soccer and walking categories
partially offset by decreases in the basketball, classic and
outdoor categories.  The underlying quality of Reebok footwear
sales improved from last year.  Sales to athletic specialty
accounts increased approximately 30%, and the amount of off-price
sales declined from 7.5% of total footwear sales during the third
quarter of 1996, to 2.8% of sales in 1997's third quarter. In
addition, the average unit selling price of Reebok U.S. footwear
increased in the quarter as a result of the inclusion of more
technology products which typically sell at higher price points. 
The Reebok Division's U.S. apparel sales increased by 33.7% to
$122.7 million from $91.8 million in 1996.  The increase is due
primarily to greater sales of core basics. The Reebok Division's
International sales (including both footwear and apparel) were
$433.1 million in the third quarter of 1997, a decrease of 2.1%
from $442.2 million in the third quarter of 1996. The International
sales comparison was negatively impacted by changes in foreign
currency exchange rates.  On a constant dollar basis for the
quarter, the 


                                   -11-
<PAGE>

International sales increased 4.7%.  On a constant dollar basis the
following International regions had sales increases:  Asia Pacific
24%, Latin America 18% and the New Markets region 30%.  On a
constant dollar basis in the European markets the overall sales
were approximately the same as a year ago.  Reebok International
footwear sales reflected increases in the running and classic
categories whereas Reebok International apparel sales declined. 
Sales comparisons for apparel were adversely affected by last
year's third quarter 1996 launch of the Liverpool soccer apparel
line in the United Kingdom.

    Rockport's third quarter sales increased by 9.4% to $148.0
million from $135.3 million in the third quarter of 1996.  This is
the first quarter since the Company acquired the license to the
Ralph Lauren footwear business where the comparisons include the
full effect of that business in both quarters.  Rockport's
International revenues, which grew by 41.2%, accounted for
approximately 19% of sales in the third quarter of 1997. Increased
sales of the men's premium dress shoes and the performance walking
and rugged walking categories were partially offset by decreased
sales in the women's lifestyle category.  Rockport continues to be
successful in attracting younger customers to the brand with the
introduction of a wider selection of dress and casual products. 
The Ralph Lauren footwear business performed well in the quarter
reflecting strong revenue growth.  Rockport plans to expand the
current offering of Ralph Lauren Polo Sport athletic footwear over
the course of 1998, with a formal launch of that product line
planned for 1999.

    The Company's gross margin in the third quarter of 1997 was
36.7% as compared with 39.2% in the third quarter of 1996 and 38.5%
in the second quarter of 1997.  Gross margins are being negatively
impacted by both start-up costs and initially higher manufacturing
costs on the Company's new technology products (DMX 2000 and 3D
Ultralite).  The margins are being impacted not only by higher
manufacturing costs of product sold in the current quarter, but
also by start-up expenses incurred in the current quarter related
to product which will be sold in subsequent quarters.  New
technology products, including DMX 2000, Ultralite and Visible
Hexalite accounted for approximately 12% of the U.S. footwear sales 
in the third quarter of 1997 as compared with only 5.0% in the third
quarter of 1996. In addition to the impact of these new technologies, 
the strong U.S. dollar is also negatively impacting gross margins.  
Looking forward, the Company expects margins to 





                                   -12-
<PAGE>


continue to be under pressure through at least the first half of
1998.  However, the Company believes that if the technology product
line expands and gains greater critical mass and with improving
production capabilities, the new technology products are capable of
generating margin improvement.

    Selling, general and administrative expenses for the quarter
were $259.1 million, or 25.7% of sales, as compared to $285.6
million, or 29.4% of sales in 1996's third quarter and 
25.6% in the third quarter of 1995.  The reduction is primarily due
to the absence of certain advertising and marketing expenses
associated with the 1996 Summer Olympics which occurred during last
year's third quarter. The Company continues to reduce certain
general and administrative type expenses while increasing the
spending in brand building areas like product research, design and
development.  During the quarter the Company increased product
research, design and development expenses by approximately 27% over
the prior year's quarter.

    As described in Note 5, the Company recorded a special charge
of $33.2 million in the third quarter of 1997 in connection with
the Company's global restructuring activities. The restructuring
should enable the Company to achieve operating efficiencies,
including improved inventory management, credit management,
purchasing power and customer service and should provide the
organization with access to a single global data base of Company,
supplier and customer information.  This restructuring initiative
should also improve logistics and produce cost savings once
completed during 1999.

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

    As described in Note 6, the Internal Revenue Service notified
the Company in August, 1997, that it had approved the Company's tax
treatment related to the deductibility of certain losses related to
the sale of its Avia subsidiary.  Accordingly, the Company recorded
a tax benefit in the quarter ended September 30, 1997 totaling
$40.0 million. Excluding the favorable impact of this special
income tax credit, the Company's effective tax rate was 36.3% in
the third quarter of 1997, as compared with 35.2% in the third
quarter of 1996.  The increase in the rate is attributable to a
change in the mix of the earnings between domestic and
international subsidiaries.




                                   -13-
<PAGE>

    The $3.2 million increase in other expense in the third
quarter 1997 relates to currency losses due to the stronger U.S.
dollar.

    Year-to-year earnings per share comparisons benefited from the
Company's share repurchase programs including the Dutch Auction
share repurchase which was completed in August 1996.  Weighted
average common shares outstanding for the quarter ended September
30, 1997 declined by 13.3% to 58.8 million shares, as compared to
67.8 million shares for the third quarter 1996.


First Nine Months 1997 Compared to First Nine Months 1996

    Net sales for the nine months ended September 30, 1997
increased by $89.5 million, or 3.3% from the first nine 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 $2.395 billion for the first nine months of
1997, an increase of 3.5% from sales of $2.314 billion for the same 
period in 1996.  The strong U.S. dollar continues to adversely 
affect Reebok Brand worldwide sales.  On a constant dollar basis, 
sales for the Reebok Brand worldwide increased 6.3% for the first 
nine months of 1997.  The Reebok Division's U.S. footwear sales 
decreased .8% to $948.4 million from $955.6 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, men's 
cross-training and soccer categories.  Classics sales for the nine 
month period in 1997 were approximately the same as the prior 
year's period.  The Reebok Division's U.S. apparel sales increased 
by 39.8% to $308.6 million from $220.7 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 $1.138 billion for the
first nine months of 1997 and 1996. The stronger U.S. dollar 
continues to adversely impact sales comparisons with the prior 
year.  On a constant dollar basis for the nine months, the 
International sales gain was 5.7%.  All International regions
generated sales increases over the prior year on a constant dollar
basis.  Increases in the running and classic footwear categories
were offset by decreases in the basketball and outdoor categories.



                                   -14-
<PAGE>

    Rockport's sales for the nine month period increased by 17.8%
to $384.9 million from $326.8 million for the same period 
in 1996.  Exclusive of the Ralph Lauren business, Rockport's sales
increased 9.3% in 1997.  International revenues, which grew by
50.8%, accounted for approximately 19% of the sales in the first
nine months of 1997. Increased sales in the walking category were
partially offset by decreased sales in the women's lifestyle
category.  Rockport continues to be successful in attracting
younger customers to the brand with the introduction of a wider
selection of dress and casual products.  The Ralph Lauren footwear
business (acquired in 1996) performed well during the first nine
months of 1997.  Rockport plans to expand the current offering of
Ralph Lauren Polo Sport athletic footwear over the course of 1998,
with a formal launch of that product line planned for 1999.

    The Company's gross margin in the first nine months of 1997
was 37.8% as compared with 38.8% for the same period in 1996.
Margins are being negatively impacted by both start-up costs and
initially higher manufacturing costs on the Company's new
technology products (DMX 2000 and 3D Ultralite).  The margins are
being impacted not only by higher manufacturing costs of product
sold in the current quarter, but also by start-up expenses incurred
in the current quarter related to product which will be sold in
subsequent quarters.  In addition to the impact of these new
technologies, the stronger U.S. dollar is negatively impacting the
gross margins.  Looking forward, the Company expects margins to
continue to be under pressure through at least the first half of
1998.  However, the Company believes that if the technology product
line expands and gains greater critical mass and with improving
production capabilities, the new technology products are capable of
generating margin improvement.

    Selling, general and administrative expenses for the first
nine months of 1997 were $805.5 million, or 29.0% of net sales as
compared to $823.7 million or 30.6% of net sales in the first nine
months of 1996.  The reduction is primarily due to the absence of
certain advertising and marketing expenses associated with the 1996
Summer Olympics. The Company continues to reduce certain general
and administrative type expenses while increasing the spending in
Brand-building areas like product research, design and development. 
During the first nine months of 1997 the Company increased the
product research, design and development expenses by approximately
30% over the first nine months of 1996 and by approximately 50%
over the first nine months of 1995.
 


                                   -15-
<PAGE>

    Year-to-year earnings per share comparisons benefited from the
Company's share repurchase programs, including the Dutch Auction
share repurchase which was completed in August 1996.  Weighted
average common shares outstanding for the nine months ended
September 30, 1997 declined to 58.6 million shares, compared to
72.4 million shares for the first nine months of 1996.  

Reebok Brand Backlog

    The Reebok Brand backlog (including Greg Norman apparel) of
open customer orders for the period October 1, 1997 through March
31, 1998 increased 16.1% as compared to the same period last year. 
On a constant dollar basis, the Reebok Brand backlog increased
18.6%.  North American backlog, which includes the U.S. and Canada,
increased 20.4% and the International backlog increased 8.5%.  On
a constant dollar basis, the International backlog increased 15.5%. 
Reebok U.S. footwear backlog increased 21.4% and U.S. apparel
backlog increased 14.5% as compared to the same period last year.
U.S. apparel backlog is reflecting a moderation in growth rate as
a result of the current inventory overstock of basic branded
apparel at retail.  These percentage increases in open backlog 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 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. For example, the percentage of U.S. footwear
futures to total U.S. footwear sales was approximately 85% in the
third quarter of 1997 as compared to 76% in last year's third
quarter.

Liquidity and Sources of Capital

    The Company's financial position remains strong.  Working
capital was $933.1 million at September 30, 1997 and $922.7 million
at September 30, 1996.  The current ratio at September 30, 1997 was
2.4 to 1, as compared to 2.6 to 1 at September 30, 1996.  The
decline in the current ratio is primarily the result of the medium-
term notes of $50.0 million due in 1998, which were previously
classified as long-term debt, being classified as a current
liability at September 30, 1997.








                                   -16-
<PAGE>

    Accounts receivable increased from September 30, 1996 by $19.6
million, an increase of 2.7%, which is consistent with the sales
increase of 4% for the third quarter of 1997.  At September 30,
1997, as compared with the same period last year, the days sales
outstanding in accounts receivable improved with a decline of two
days.  Inventory increased by $22.0 million, or 4.1%, from
September 30, 1996. U.S. footwear inventories of the Reebok Brand
were essentially the same on a total units basis but increased by
approximately 10% in dollars versus a year ago, reflecting higher
average per unit costs due to the inclusion of a greater percentage
of technology products.   U.S. apparel inventories were down 14%,
and U.S. retail inventories were down 9% despite adding fifteen
additional stores over the course of the year and achieving same
store sales increases of 5.2% in the quarter.

    During the twelve months ended September 30, 1997, cash and
cash equivalents decreased $4.0 million and outstanding borrowings
decreased by $90.0 million.  The Company elected to make pre-
payments of $50.0 million in February 1997 and $50.0 million in May
1997 on its long-term debt facility used to fund the Dutch Auction
share repurchase in August 1996.  Cash used by operations during
the first nine months of 1997 was $11.7 million, as compared to
cash provided by operations of $142.1 million during the first nine
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. 
The Company believes that its inventory level at September 30, 1997
is more appropriate to the current level of business and is
supporting, based on the backlog increase, an improved sales
outlook from 1996.  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
1998 cash requirements. 














                                   -17-
<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 petitioned for Certiorari before
the Supreme Court and the Supreme Court, on October 6, 1997, denied
Plaintiff's petition.

Items 2  -  5

Not applicable

Item 6

(a)      Exhibits:


    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 September 30, 1997. 




















                                   -18-
<PAGE>

                                SIGNATURE


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


Dated:   November 12, 1997




                                    REEBOK INTERNATIONAL LTD.

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































                                   -19-
<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.  A shift in consumer preferences from, for example,
athletic footwear to "brown shoe" or "athleisure" product offerings
could also negatively impact the Company's sales and financial
results.  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.

Pricing and Margins

    The prices that the Company is able to charge for its products
is 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 and the cost of the goods sold.  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 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.

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 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, 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.  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.  

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 (as of September 30, 1997, the
outstanding balance of such debt is approximately $526 million) 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 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.  The recent slowdown in the growth of the
athletic footwear and branded apparel markets could also have
negative effects 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 as of September 30, 1997 has increased,
sustained growth in the U.S. and other markets 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.

Global Restructuring Activities

    The Company is currently undertaking certain 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.

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.