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, 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 November 3, 1999, was 56,265,056 shares.



<PAGE>



REEBOK INTERNATIONAL LTD.


INDEX

PART I.    FINANCIAL INFORMATION:

Item 1     Financial Statements (Unaudited)

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

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

           Condensed Consolidated Statements of Cash Flows -
             Nine months Ended September 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 . . . . . . . 12-22


Part II.   OTHER INFORMATION:


Item 1    Legal Proceedings . . . . . . . . . . . . . . . . . .    23

Items 2-5  Not Applicable  . . . . . . . . . . . . . . . . . . .    23


Item  6    Exhibits and Reports on Form 8-K  . . . . . . . . . .    23








<PAGE>




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


                                    September 30,       December 31,
                                  1999         1998         1998
                                  ----         ----         ----
                                      (Unaudited)       (See Note 1)

Current assets:
  Cash and cash equivalents   $ 143,060   $   99,021   $  180,070
  Accounts receivable,  net
 of allowance for doubtful
 accounts  (September 1999,
    $49,138; September 1998,
 $51,678; December 1998,
    $47,383)                     579,859     617,353      517,830
  Inventory                      449,743     535,734      535,168
  Deferred income taxes           79,361      79,183       78,419
  Prepaid expenses and other
    current assets                52,690      50,971       46,451
                               ---------   ---------    ---------


    Total current assets       1,304,713   1,382,262    1,357,938
                               ---------   ---------    ---------

Property and equipment, net      177,449     174,286      172,585

Other non-current assets:
  Intangibles, net of
    amortization                  71,975      62,344       72,506
  Deferred income taxes           51,067      21,037       44,212
  Other                           28,860      41,643       37,383
                               ---------   ---------    ---------


                                 151,902     125,024      154,101
                               ---------   ---------    ---------

Total Assets                  $1,634,064  $1,681,572   $1,684,624
                               =========   =========    =========


<PAGE>


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

                                     September 30,          December 31,
                                  1999          1998           1998
                                  ----          ----           ----
                                     (Unaudited)           (See Note 1)
Current liabilities:
  Notes payable to banks       $   37,571   $    45,541     $   48,070
  Current portion of
    long-term debt                185,186        60,572         86,640
  Accounts payable                144,376       190,412        203,144
  Accrued expenses                272,771       207,617        191,833
  Income taxes payable             25,834        20,381         27,597
                               ----------    ----------     ----------
    Total current liabilities     665,738       524,523        557,284
                               ----------    ----------     ----------
Long-term debt, net of
  current portion                 400,012       578,614        554,432

Minority interest                  22,552        34,706         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
   September  30,  1999,  92,826;
 issued  September  30, 1998,
  93,161;  issued
   December 31, 1998,
   93,307                             928           932            933
  Retained earnings             1,184,452     1,162,019      1,156,739
  Less 36,716 shares
   in treasury at cost           (617,620)     (617,620)      (617,620)
  Unearned compensation                             (41)           (26)
Accumulated other
   comprehensive expense          (21,998)      (18,120)       (15,649)
                               ----------    ----------     ----------
                                  545,762       527,170        524,377
                               ----------    ----------     ----------
Total liabilities and
  stockholders' equity         $1,634,064    $1,681,572     $1,684,624
                               ==========    ==========     ==========

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

<PAGE>



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

                                    Three months Ended       Nine months Ended
                                        September 30,          September 30,
                                ----------------------      ------------------
                                     1999       1998          1999       1998
                                     ----       ----          ----       ----

Net sales                       $ 793,937    $  878,335  $2,277,114  $2,519,026
Other expense                      (4,650)       (6,280)     (6,222)    (11,869)
                                ---------    ----------   ---------  ----------

                                  789,287       872,055   2,270,892   2,507,157

Costs and expenses:
  Cost of sales                   484,677       546,341   1,405,035   1,592,651
  Selling, general and
    administrative expenses       246,302       267,623     741,913     786,495
  Special charge                   38,000                    38,000      35,000
  Amortization of intangibles       1,157           846       3,892       2,588
  Interest expense                 11,943        15,939      38,370      50,164
  Interest income                  (2,181)       (3,737)     (5,158)    (11,962)
                                ---------    ----------   ---------  ----------
                                  779,898       827,012   2,222,052   2,454,936
                                ---------    ----------   ---------  ----------
Income before income
 taxes and minority interest        9,389        45,043      48,840      52,221

Income tax expense                  3,380        14,500      17,582      16,811
                                ---------    ----------   ---------  ----------

Income before minority
  interest                          6,009        30,543      31,258      35,410

Minority interest                   2,743         2,314       5,519       4,392
                                ---------    ----------   ---------  ----------

Net income                      $   3,266    $   28,229   $  25,739  $   31,018
                                =========    ==========   =========  ==========

Basic earnings per share        $     .06    $      .50   $     .46  $      .55
                                =========    ==========   =========  ==========

Diluted earnings per share      $     .06    $      .50   $     .45  $      .54
                                =========    ==========   =========  ==========

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


<PAGE>


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


                                                    Nine months Ended
                                                        September 30,
                                                    ----------------
                                                    1999        1998
                                                    ----        ----

Cash flows from operating activities:
  Net income                                   $   25,739  $   31,018
  Adjustments to reconcile net income
    to net cash provided by
    operating activities:
     Depreciation and amortization                 32,902      35,981
     Minority interest                              5,519       4,393
     Deferred income taxes                         (9,108)    ( 5,141)
     Special charge                                38,000      35,000
     Changes in operating assets and
      liabilities:
       Accounts receivable                        (71,693)    (36,844)
       Inventory                                   79,678      36,732
       Prepaid expenses                            (2,997)      4,122
       Other                                       (1,536)      6,150
       Accounts payable and accrued expenses       (9,368)    (57,925)
       Income taxes payable                        (1,896)     15,341
                                               ----------  ----------
         Total adjustments                         59,501      37,809
                                               ----------  ----------

Net cash provided by operating activities          85,240      68,827

                                               ----------  ----------
Cash flows from investing activity:
  Payments to acquire property and
   equipment                                      (36,291)    (45,610)
                                               ----------  ----------


 Net cash used for investing activity             (36,291)    (45,610)
                                               ----------  ----------





<PAGE>


                   REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont'd)
                             (Amounts in thousands)
                                   (Unaudited)
                                                    Nine months Ended
                                                        September 30,
                                                    ----------------

                                                     1999       1998
                                                     ----       ----

Cash flows from financing activities:
  Net borrowings (payments) of notes
    payable to banks                            $ (12,265)  $   3,125
  Payments of long-term debt                      (54,945)   (121,049)
  Proceeds from issuance of common stock to
    employees                                       1,966       3,470
  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            (92,027)   (122,282)
                                                 --------    --------

Effect of exchange rate changes on cash
  and cash equivalents                              6,068     (11,680)
                                                 --------    --------

Net decrease in cash and cash equivalents         (37,010)   (110,745)
                                                 --------    --------

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

Cash and cash equivalents at end of period      $ 143,060   $  99,021
                                                 ========   =========

Supplemental disclosures of cash flow information:

                                                    1999       1998
                                                    ----       ----

Cash paid during the period for:
  Interest                                       $ 38,301   $  35,551
  Income taxes                                     30,966      23,879

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


<PAGE>

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


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

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


The  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 nine months  ended  September  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.


<PAGE>


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

In the third quarter of 1999, the Company  recorded a special charge for certain
one time  expenses  of  $38,000  ($24,320  after  tax,  or $0.43 per  share) for
restructuring activities in the Company's global operations.  The charge relates
primarily  to personnel  expenses  for  headcount  reductions,  asset  valuation
reserves and accruals  related to the  abandonment  of certain  activities.  The
business  re-engineering  will result in the  elimination of  approximately  600
full-time  positions.  The  remainder  of the  charge  is  primarily  for  lease
terminations  and  the  write-down  of  assets  no  longer  in use or for  sale.
Approximately $22 million of the charge will affect cash.

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 1998 and 1999 charges are presented  below with additional
information  concerning  the  activities  affecting  the  liability  for special
charges recorded during 1998 and 1999:

                          Balance      1999          1999         Balance
                          1/1/99      Charges      Utilization     9/30/99
                         --------     -------     ----------     --------

Marketing contracts     $ 14,742     $            $  (2,444)     $ 12,298
Asset write-downs          5,766       13,604        (4,494)       14,876
Employee severance
  and related costs        7,215       20,283        (2,347)       25,151
Termination of
 leases and other          2,575        4,113        (2,632)        4,056
                        --------     --------     ---------      --------
                        $ 30,298     $ 38,000     $ (11,917)     $ 56,381
                        ========     ========     =========      ========

                         Balance      1998           1998        Balance
                        12/31/97     Charges      Utilization    12/31/98
                         --------     -------     ----------     --------

Marketing contracts     $ 25,000     $ 18,476     $ (28,734)     $ 14,742
Asset write-downs          6,900                     (1,134)        5,766
Employee severance
  and related costs        8,400       14,798       (15,983)        7,215
Termination of
 leases and other          6,761        1,726        (5,912)        2,575
                        --------     --------     ---------      --------
                        $ 47,061     $ 35,000     $ (51,763)     $ 30,298
                        ========     ========     =========      ========


<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):

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

                               1999     1998         1999       1998
                               ----    ----         ----       ----

Numerator:
  Net income               $  3,266   $ 28,229    $ 25,739   $ 31,018
                            -------    -------     -------    -------

Denominator for basic earnings per share:
  Weighted average shares    56,109     56,445      56,050     56,376

  Dilutive employee stock
  options                        45        445         681        696
                            -------    -------     -------    -------

Denominator for diluted earnings per share:
  Weighted average shares
  and assumed conversions    56,154     56,890      56,731     57,072
                            =======    =======     =======    =======

Basic earnings per share   $    .06   $    .50    $    .46   $    .55

Diluted earnings per
  share                    $    .06   $    .50    $    .45   $    .54



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

Comprehensive income for the quarters ended September 30, 1999 and September 30,
1998 was  $9,815 and  $33,627  respectively.  Comprehensive  income for the nine
months ended September 30, 1999 and 1998 was $19,390 and $34,182,  respectively.
Comprehensive income for all periods presented represents net income and changes
in foreign currency translation adjustments.








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

The Company is involved in various legal proceedings generally incidental to its
business.  The only currently  pending  material legal matter that could have an
adverse  effect  upon the  Company's  financial  position  or  liquidity  is the
litigation  filed  against  the  Company  by  Supracor,  Inc.  See Item 1. Legal
Proceedings for a further description of the Supracor litigation.

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
September 30, 1998 as "Outstanding  redemption  value of equity put options." At
September  30,  1999,  no shares of  outstanding  common  stock were  subject to
repurchase under the terms and conditions of equity put options.


<PAGE>



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


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

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

This list of risk factors is not exhaustive.  Other risks and  uncertainties are
discussed  elsewhere in this report and in further detail in Exhibit 99 - Issues
and  Uncertainties  filed with this quarterly report on Form 10-Q, as well as in
other  reports  filed by the  Company  with the SEC such as Forms 8-K,  10-Q and
10-K.  In addition,  the Company  operates in a highly  competitive  and rapidly
changing  environment.  Therefore,  new risk  factors  can arise,  and it is not
possible  for  management  to predict all such risk  factors,  nor to assess the
impact of all such risk factors on the Company's business or the extent to which
any individual  risk factor,  or  combination  of factors,  may cause results to
differ  materially  from  those  contained  in  any  forward-looking  statement.
Accordingly,  investors  should  not place  undue  reliance  on  forward-looking
statements as a prediction of actual results.

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


Third Quarter 1999 Compared to Third Quarter 1998
---------------------------------------------------



Net sales for the quarter ended September 30, 1999 were $793.9  million,  a 9.6%
decrease  from  1998's  third  quarter net sales of $878.3  million.  The Reebok
Division's  worldwide sales (including the sales of the Greg Norman  Collection)
were $649.4 million, an 11.2% decrease from sales of $731.1 million in the third
quarter of 1998.  U.S.  footwear  sales of the Reebok Brand  decreased  17.5% to
$223.5  million in the third  quarter of 1999 from  $270.8  million in the third
quarter of 1998. U.S. footwear sales in most 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 third  quarter by 29.7% to $69.9 million from $92.0
million  in the third  quarter  of 1998.  During  1999,  there has been  general
softness in the U.S. for branded  athletic  apparel.  These  market  conditions,
combined  with  the  Company's  efforts  to  strategically  reposition  the U.S.
business to be more consistent with its International  apparel offerings has had
an adverse impact on U.S.  apparel  revenues.  Sales of Greg Norman apparel also
declined in the quarter. For most of 1999 there has been an overcapacity of golf
apparel  at  retail  which has  resulted  in  markdowns  and  cancellations.  In
addition,  the  Greg  Norman  brand  is  being  repositioned  to  be  more  of a
collections  business and in the  near-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
$356.0  million in the third  quarter of 1999,  a decrease  of 1.4% from  $360.8
million in the third quarter of 1998. On a local currency  basis,  International
sales were  approximately  the same as the third quarter of 1998.  International
categories  that  generated  sales  increases in the third  quarter of 1999 were
basketball,  tennis,  cross-training and walking, whereas International sales in
most other categories declined.  International apparel sales decreased slightly.
European sales declined about $7.0 million or 3%. Sales increases in France,  UK
and Italy were more than  offset by declines  in Germany  where sales  decreased
$10.0  million.  During the quarter the  Company's  sales  performance  was also
adversely affected by economic  conditions in Latin America.  As compared to the
third  quarter  of  1998,  footwear  sales  to  unconsolidated   Latin  American
distributors declined by 27.0%, or approximately $4.5 million. Sales in the Asia
Pacific region increased $10.0 million or 28% during the quarter.


Rockport's  third quarter 1999 sales were $118.3 million as compared to sales of
$127.8  million in the third  quarter of 1998.  Domestic  sales for the Rockport
brand   decreased  by  9.8%  while   International   sales  decreased  by  2.4%.
Domestically,  sales decreased in most categories. Rockport is in a period where
many of its  product  offerings  will be  transitioned.  Sales  for  many of the
Company's  core dress  products  for men are  declining  and the Company will be
updating and refreshing  this line over the next year. In addition,  the Company
is introducing DMX technology into many of the new products along with a new and
improved  "Millennium"  fit.  International  revenues  accounted  for  25.1%  of
Rockport's  sales in the third quarter of 1999 as compared to 23.8% in the third
quarter of 1998.

Sales of the Company's Polo Ralph Lauren Footwear products were $26.2 million in
the third  quarter of 1999, an increase of 35.1% from $19.4 million in the third
quarter of 1998.  This increase was led by growth in the rugged casual  segment.
During the first half of 1999, the Company  debuted at retail the RLX/Polo Sport
Ralph  Lauren  performance  product  line and in the third  quarter  of 1999 the
Company debuted a separate Lauren by Ralph Lauren product line for women.

During the third quarter of 1999,  the Company's  overall gross margin was 39.0%
of sales,  this compares to 37.8% for 1998's third  quarter,  an increase of 120
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 for these product
segments than in the prior year's quarter.

Selling,  general and administrative expenses for the third quarter of 1999 were
$246.3 million,  or 31.0% of sales,  as compared to $267.6 million,  or 30.5% of
sales in 1998's third quarter.  While the Company's overall spending declined by
$21.3 million in the quarter, spending as a percentage of sales did not improve.
During the quarter the Company incurred  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 third quarter of 1999,  these  start-up
expenses,  many of which are redundant in nature, amounted to approximately $9.2
million as compared to $8.6  million in the third  quarter of 1998. A portion of
the start-up costs reflect redundant costs resulting from the lower than planned
volume of product in the Rotterdam  facility and the delayed  implementation  of
the Company's global re-engineering. Start-up expenses are expected to aggregate
approximately  $35  million  for  the  full  year  1999.  Selling,  general  and
administrative expenses for the 1999 third quarter,  exclusive of these start-up
expenses,  were about 29.9% of sales as compared with 29.5% in the third quarter
of 1998.  The Company has initiated  programs in an effort to reduce general and
administrative  spending to a lower  percentage  of sales.  The Company plans to
invest most of these cost savings into increased marketing and other expenses to
support all the company's brands. The impact of these programs will not begin to
be realized until calendar year 2000.

As described in Note 2 to the condensed  consolidated  financial statements,  in
the third  quarter of 1999,  the Company  recorded a special  pre-tax  charge of
$38.0 million, amounting to approximately $24.3 million after taxes or $0.43 per
share, relating to restructuring  activities in the Company's global operations.
The charge  related  primarily to personnel  expenses for headcount  reductions,
asset  valuation  reserves and accruals  related to the  abandonment  of certain
activities.

Net interest expense was $11.9 million for the third quarter of 1999, a decrease
of $4.0  million as compared to the third  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 third quarter of 1999 as compared
to 32.2% in the third quarter and full year of 1998. Looking forward,  dependent
on the geographic mix of earnings in 1999, the Company expects the third 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 Nine Months 1999 Compared to First Nine Months 1998
---------------------------------------------------------



Net sales  for the first  nine  months  ended  September  30,  1999 were  $2.277
billion,  a 9.6%  decrease  from  1998's  first nine  months net sales of $2.519
billion.  The Reebok Division's worldwide sales (including the sales of the Greg
Norman  Collection) were $1.871 billion,  an 11.6% decrease from sales of $2.116
billion  in the first nine  months of 1998.  U.S.  footwear  sales of the Reebok
Brand  decreased  11.8% to $734.9  million in the first nine months of 1999 from
$833.4  million in the first nine months of 1998.  U.S.  footwear  sales in most
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 first nine  months by 28.5% to
$197.3  million  from $276.0  million in the first nine  months of 1998.  During
1999, there has been general softness in the U.S. for branded athletic  apparel.
These market  conditions,  combined with the Company's  efforts to strategically
reposition  the U.S.  business  to be more  consistent  with  its  International
apparel offerings has had an adverse impact on U.S. apparel  revenues.  Sales of
Greg Norman  apparel also  declined in the  quarter.  For most of 1999 there has
been an  overcapacity  of golf apparel at retail which has resulted in markdowns
and cancellations. In addition, the Greg Norman brand is being repositioned as a
collections  business and in the  near-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
$938.8  million in the first nine months of 1999, a decrease of 6.7% from $1.007
billion  in  the  first  nine  months  of  1998.  Most  of  the  Reebok  Brand's
International  footwear  categories  declined  during  the  nine  month  period;
however, the men's cross-training and basketball categories had sales increases.
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.  Sales in Europe  decreased by 3.2% for the first
nine months of 1999  compared with the same period in 1998.  Sales  increases in
France,  UK and Italy were more than offset by  declines in Germany  where sales
decreased $36.0 million.  The sales decline in Germany can be partly  attributed
to the  start-up  problems  at the  new  Rotterdam  Distribution  facility.  The
Company's  sales  performance  has also  been  adversely  affected  by  economic
conditions in Latin America and Russia.  As compared to the first nine months of
1998, footwear sales to unconsolidated Latin American  distributors  declined by
43.7%,  or  approximately  $23.1 million and sales in Russia  declined  47.1% or
$15.3 million.


Rockport's  sales for the first  nine  months of 1999  were  $332.0  million  as
compared to sales of $348.5  million in the first nine months of 1998.  Domestic
sales  for the  Rockport  brand  decreased  by 8.9%  while  International  sales
increased by 7.8%. Domestically, sales decreased in most categories. Rockport is
in a period where many of its product offerings will be transitioned.  Sales for
many of the Company's  core dress products for men are declining and the Company
will be updating and refreshing  this line over the next year. In addition,  the
Company is introducing DMX technology into many of the new products along with a
new and improved "Millennium" fit. International revenues accounted for 24.2% of
Rockport's  sales in the first nine  months of 1999 as  compared to 21.4% in the
first nine months of 1998.

Sales of the Company's Polo Ralph Lauren Footwear products were $74.1 million in
the first nine months of 1999,  an  increase of 35.7% from $54.6  million in the
first nine months of 1998.  This increase was led by growth in the rugged casual
segment.  During  the first  half of 1999,  the  Company  debuted  at retail the
RLX/Polo Sport Ralph Lauren performance product line and in the third quarter of
1999 the Company  debuted a separate  Lauren by Ralph  Lauren  product  line for
women.

During the first nine months of 1999,  the  Company's  overall  gross margin was
38.3% of sales, this compares to 36.8% for 1998's first nine months, an increase
of 150 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 nine months of 1999
were $741.9 million,  or 32.6% of sales, as compared to $786.5 million, or 31.2%
of sales in 1998's  first nine  months.  While the  Company's  overall  spending
declined by $44.6 million  during the first nine months of 1999 as compared with
the same period in 1998,  spending  as a  percentage  of sales did not  improve.
During the nine 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 nine months
of 1999,  these  start-up  expenses,  many of which  are  redundant  in  nature,
amounted to  approximately  $25.7  million as  compared to $23.3  million in the
first nine 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 and the delayed  implementation  of the Company's Global
Information  Systems  re-engineering.  These  start-up  expenses are expected to
aggregate approximately $35 million for the full year 1999. Selling, general and
administrative expenses for the nine months of 1999, exclusive of these start-up
expenses,  were about 31.4% of sales as  compared  with 30.3% for the first nine
months  of 1998.  The  Company  has  initiated  programs  in an effort to reduce
general and administrative  spending to a lower percentage of sales. The Company
plans to invest most of these cost savings into  increased  marketing  and other
expenses to support all the Company's brands.  The impact of these programs will
not begin to be realized until calendar year 2000.

As described in Note 2 to the condensed  consolidated  financial statements,  in
the third  quarter of 1999,  the Company  recorded a special  pre-tax  charge of
$38.0 million, amounting to approximately $24.3 million after taxes or $0.43 per
share, relating to restructuring  activities in the Company's global operations.
The charge  related  primarily to personnel  expenses for headcount  reductions,
asset  valuation  reserves and accruals  related to the  abandonment  of certain
activities.

Net  interest  expense was $38.4  million  for the first nine months of 1999,  a
decrease of $11.8  million as  compared  to the first nine  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  nine  months of 1999 as
compared to 32.2% in the first nine months and full year 1998.  Looking forward,
dependent 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 October 1, 1999 through
March 31, 2000 declined 10.6% as compared to the same period last year.  This is
an improvement  from the second quarter of 1999 when the backlog was down 17.5%.
North American backlog for the Reebok Brand, which includes the U.S. and Canada,
decreased 17.0%,  and, the  International  backlog decreased 0.7%. On a constant
dollar basis,  worldwide  Reebok Brand backlog was down 8.1%, and  International
backlog  increased 6.2%. U.S.  footwear backlog decreased 10.0% and U.S. apparel
backlog  (including Greg Norman Collection  apparel) decreased 40.8% as compared
to the same period last year.  These  backlog  comparisons  are not  necessarily
indicative  of  future  sales  trends.  Many  orders  are  cancelable,  sales by
Company-owned  retail  stores can vary from year to year,  many markets in Latin
America  and Asia  Pacific are not  included in the open orders  since sales are
made by independent distributors and the ratio of orders booked early to at-once
shipments can vary from period to period.

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

At  September  30, 1999 the  Company's  working  capital  was $639.0  million as
compared  with $857.7  million at September  30, 1998.  The second  quarter 1999
reclassification  to a current liability of the $100.0 million  medium-term note
due in May 2000 and other  debt of $24.6  million  resulted  in a portion of the
working capital reduction. In addition, the Company repaid $55.0 million of debt
during the preceding  twelve month period which further reduced working capital.
The current  ratio at September 30, 1999 was 2.0 to 1 as compared to 2.4 to 1 at
December 31, 1998 and 2.6 to 1 at September 30, 1998.

Accounts  receivable  decreased  by $37.5  million  from  September  30, 1998, a
decrease of 6.1%. The decrease is primarily due to the sales decline.  Inventory
decreased by $86.0 million or 16.1% from September 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 8.2%.  U.S.  Reebok Brand apparel  inventories  were down
55.1% and retail  inventories were down 7.2% 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  nine  months of 1999 was $85.2
million,  as compared to $68.8  million  during the first nine months of 1998, a
$16.4 million  improvement.  Capital  expenditures  for the first nine months of
1999 were $36.3  million,  a decrease from 1998 due to the timing of investments
in the Company's European Logistics and Shared Service Companies,  international
retail expansion and other information systems initiatives.  Cash generated from
operations  during the balance of 1999,  together  with the  Company's  existing
credit lines and other financial  resources,  is expected to adequately  finance
the Company's current and planned 2000 cash requirements. However, the Company's
actual  experience may differ from the  expectations  set forth in the preceding
sentence.  Factors that might lead to a difference include,  but are not limited
to, the  matters  discussed  above and 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 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.  Where
implemented,  this new global system will replace  existing  legacy systems with
year 2000  compliant  software  and 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 2001. 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 would not
pose  significant  operational  problems  for the  Company's  computer  systems.
However,  if the modifications and conversions were 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 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 some 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.  However,  because of the technical
difficulties with the SAP system and the delays resulting therefrom, the Company
has  decided  to  postpone  full  implementation  of the SAP system in its North
American  operating unit until 2001. For its North American  operating unit, the
Company has, instead,  proceeded with its contingency plan and modified existing
software  to  make  it  year  2000  compliant.  These  remediation  efforts  are
substantially complete, have been tested and are now in operation.  The costs of
such modifications were not 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 for the balance of 1999.

Since the Company is no longer under an  accelerated  timetable to implement SAP
as a Year  2000  solution,  the  Company  has  re-evaluated  its  implementation
schedule  and  postponed  most new  conversions  to SAP until 2001.  This should
substantially  reduce  the  Company's  business  risks and allow the  Company to
better manage the investments in this project over the  short-term.  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
substantially  complete.  The Company has  assessed  its largest  customers  and
vendors  and  determined  that  their  operations  are  substantially  year 2000
compliant.  The  Company is also  continuing  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.  A
significant  portion  of  the  Company's  business  transactions  are  based  on
receiving  customer  orders six months in advance of shipment and placing orders
with factories based on these future orders.  Therefore, the Company has already
been processing  transactions  for the year 2000 and is currently  accepting and
processing  customer orders and placing orders with factories for year 2000. 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   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.  The Company will be  establishing a command and rollover center which
will be  staffed  to  respond  to any year  2000  difficulties  which  may occur
globally during the rollover period.

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 other
package  conversions;  the ability to remediate  all relevant  computer code for
those  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.




<PAGE>




PART II - OTHER INFORMATION


Item 1 - Legal Proceedings

In September,  1997  Supracor,  Inc.  ("Supracor")  filed a lawsuit  against the
Company in the U.S. District Court for the Northern District of California.  The
suit arises from a June 1,1989 License and Purchase  Agreement (the "Agreement")
between Supracor and the Company, which obligated the Company to use Supracor as
its  sole  source  for  honeycomb  cushioning  material  produced  in  processes
developed by Supracor.  Supracor seeks damages and injunctive relief,  alleging,
among  other  things,  that the  Company  breached  its  obligations  under  the
Agreement by purchasing  honeycomb material from another supplier.  In addition,
Supracor  alleges that the Company  fraudulently  induced Supracor to enter into
the Agreement,  and the Company  misappropriated certain Supracor trade secrets.
Supracor seeks compensatory damages in excess of $50 million as well as punitive
damages.  The Company has denied Supracor's claims, and has filed a counterclaim
alleging  that  Supracor  owes the  Company  approximately  $1 million in unpaid
rebates.

On October 8, 1999,  the trial judge issued an order  holding as a matter of law
that a 1991  patent  obtained  by Supracor  describes  a "process  developed  by
Supracor"  under the  Agreement.  Supracor  alleges that the honeycomb  material
purchased by the Company  from its second  source comes within the scope of this
patent,  and  that  the  Company  is  therefore   contractually  precluded  from
purchasing such material from its second source.  Although the Company  believes
that  Supracor's  patent is invalid and  unenforceable,  the judge further ruled
that the  invalidity and  unenforceability  of the patent could not be used as a
defense to liability under the Agreement. However, the trial judge's October 8th
ruling did not affect  the  Company's  principal  defense in this  matter,  that
Supracor  failed to assert its claims in a timely manner.  The trial of the case
is scheduled to begin on November 29, 1999.

Item 2-5

Not applicable

Item 6

(a)      Exhibits:

      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  September
    30, 1999.


<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:                   , 1999




                            REEBOK INTERNATIONAL LTD.

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