FORM 10-Q

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


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


  For the quarterly period ended June 30, 1998

  Commission file number 1-9340


                         REEBOK INTERNATIONAL LTD.
_________________________________________________________________
          (Exact name of registrant as specified in its charter)


         Massachusetts                           04-2678061
____________________________________         ____________________
  (State or other jurisdiction of            (I.R.S. Employer
  incorporation or organization)              Identification No.)


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



                              (781) 401-5000
_________________________________________________________________
           (Registrant's telephone number, including area code)


  Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

  Yes  (X)       No  (  )

  The number of shares outstanding of registrant's common stock,
par value $.01 per share, at August 7, 1998, was 56,444,700
shares.  

<PAGE>

REEBOK INTERNATIONAL LTD.


INDEX

PART I.    FINANCIAL INFORMATION:

Item 1     Financial Statements (Unaudited)

           Condensed Consolidated Balance Sheets - June 30, 1998
             and 1997, and December 31, 1997 . . . . . . . .  3-4

           Condensed Consolidated Statements of Income - Three
             and Six Months Ended June 30, 1998 and 1997 . .    5

           Condensed Consolidated Statements of Cash Flows -
             Six Months Ended June 30, 1998 and 1997 . . . .  6-7

           Notes to Condensed Consolidated Financial 
             Statements  . . . . . . . . . . . . . . . . . . 8-11 

Item 2

           Management's Discussion and Analysis of Results
             Of Operations and Financial Condition . . . .  12-17 


Part II.   OTHER INFORMATION:


Items 1-5  Not Applicable  . . . . . . . . . . . . . . . . .   18 

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
























                                     2

<PAGE>

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

<TABLE>
<CAPTION>

                                     June 30,          December 31,
                                  1998      1997           1997
                                  ____      ____           ____
                                   (Unaudited)         (See Note 1)

<S>                           <C>         <C>          <C>
Current assets:
  Cash and cash equivalents   $  143,924  $  122,307   $  209,766 
  Accounts receivable, net
    of allowance for doubtful
    accounts (June 1998,
    $48,014; June 1997,
    $48,271; December 1997,
    $44,003)                     543,580     656,832      561,729
  Inventory                      596,600     580,933      563,735
  Deferred income taxes           81,375      71,677       75,186
  Prepaid expenses and other
    current assets                57,715      39,068       54,404
                               _________   _________     ________

    Total current assets       1,423,194   1,470,817    1,464,820
                               _________   _________    _________
Property and equipment, net      156,960     182,796      156,959

Non-current assets:
  Intangibles, net of
    amortization                  63,245      67,538       65,784
  Deferred income taxes           21,698       9,558       19,371
  Other                           46,565      54,669       49,163
                               _________   _________    _________
                              
                                 131,508     131,765      134,318
                               _________   _________    _________

Total Assets                  $1,711,662  $1,785,378   $1,756,097
                               =========   =========    =========

</TABLE>
















                                      3

<PAGE>

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

                                       June 30,             December 31,
                                  1998          1997           1997
                                  ____          ____           ____
                                     (Unaudited)           (See Note 1)

<S>                            <C>           <C>            <C>
Current liabilities:
  Notes payable to banks       $   62,218    $   61,196     $   40,665
  Current portion of  
    long-term debt                105,920        66,307        121,000
  Accounts payable                174,609       190,653        192,142
  Accrued expenses                202,845       200,323        219,386
  Income taxes payable             20,637        60,309          4,260
                               __________    __________     __________
    Total current liabilities     566,229       578,788        577,453
                               __________    __________     __________
Long-term debt, net of
  current portion                 607,822       731,955        639,355

Minority interest                  27,185        36,273         32,132

Commitments and contingencies

Outstanding redemption value
  of equity put options            16,559  
                     
Stockholders' equity:
  Common stock, par value
   $.01; authorized 250,000 
   shares; issued June 30, 1998,  
   93,159; issued
   June 30, 1997, 92,935;
   issued December 31,1997,
   93,116                             932           929            931
  Additional paid-in capital                                  
  Retained earnings             1,133,769     1,062,970      1,145,271
  Less 36,716 shares
   in treasury at cost           (617,620)     (617,620)      (617,620)
  Unearned compensation               (56)         (208)          (140)
  Foreign currency translation
    adjustment                    (23,158)       (7,709)       (21,285)
                               __________    __________     __________
                                  493,867       438,362        507,157
                               __________    __________     __________
Total liabilities and 
  stockholders' equity         $1,711,662    $1,785,378     $1,756,097
                               ==========    ==========     ==========

</TABLE>

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









                                      4

<PAGE>

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

                                  Three Months Ended     Six Months Ended 
                                       June 30,              June 30,   
                                 ____________________    _________________
                                  1998       1997         1998        1997
                                  ____       ____         ____        ____

<S>                          <C>          <C>         <C>         <C>
Net sales                    $ 760,567    $ 841,059   $1,640,690  $1,771,100 
Other income (expense)          (5,393)        (783)      (5,586)        313 
                             _________    _________   __________  __________

                               755,174      840,276    1,635,104   1,771,413 
   
Costs and expenses:
  Cost of sales                480,239      517,548    1,046,311   1,091,360 
  Selling, general and
    administrative expenses    253,428      274,715      518,873     546,397 
  Special charge                                          35,000     
  Amortization of intangibles      776          860        1,743       1,620 
  Interest expense              16,616       16,305       34,225      32,218 
  Interest income               (3,376)      (2,503)      (8,225)     (4,492)
                             _________    _________   __________  __________
                               747,683      806,925    1,627,927   1,667,103 
                             _________    _________   __________  __________
Income before income taxes
  and minority interest          7,491       33,351        7,177     104,310 

Income tax expense               2,411       12,000        2,311      37,700 
                             _________    _________   __________  __________

Income before minority 
  interest                       5,080       21,351        4,866      66,610 

Minority interest               (1,066)       1,029        2,078       6,104 
                             _________    _________   __________  __________

Net income                   $   6,146    $  20,322   $    2,788  $   60,506 
                             =========    =========   ==========  ==========

Basic earnings per share     $     .11    $     .36   $      .05  $     1.08
                             =========    =========   ==========  ==========

Diluted earnings per share   $     .11    $     .35   $      .05  $     1.04
                             =========    =========   ==========  ==========

</TABLE>

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











                                       5

<PAGE>

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

<TABLE>
<CAPTION>

                                                    Six Months Ended
                                                        June 30,
                                                    ________________
                                                    1998        1997 
                                                    ____        ____

<S>                                            <C>         <C>
Cash flows from operating activities:
  Net income                                   $    2,788  $   60,506   
  Adjustments to reconcile net income
    to net cash used by  
    operating activities:
     Depreciation and amortization                 24,760      22,704   
     Minority interest                              2,078       6,104   
     Deferred income taxes                        (12,123)     (3,963) 
     Special charge                                35,000
     Changes in operating assets and
      liabilities:
       Accounts receivable                         13,325     (81,056) 
       Inventory                                  (42,462)    (47,838)  
       Prepaid expenses                            (3,555)    (13,009)  
       Other                                       17,232      13,185   
       Accounts payable                           (13,832)        (98)  
       Accrued expenses                           (52,694)     30,959   
       Income taxes payable                        15,594      (5,409)  
                                               __________  __________
         Total adjustments                        (16,677)    (78,421)  
                                               __________  __________

Net cash used by operating activities             (13,889)    (17,915)
                                               __________  __________
Cash flows from investing activity:
  Payments to acquire property and 
   equipment                                      (20,128)    (17,574)  
                                               __________  __________


 Net cash used by investing activity              (20,128)    (17,574)
                                               __________  __________














                                       6

<PAGE>

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

</TABLE>
<TABLE>
<CAPTION>
                                                    Six Months Ended
                                                         June 30,
                                                    ________________

                                                     1998       1997
                                                     ____       ____

<S>                                             <C>          <C>
Cash flows from financing activities:
  Net borrowings of notes payable to banks      $  23,135    $ 28,746   
  Payments of long-term debt                      (46,693)   (108,320)
  Proceeds from issuance of common stock to
    employees                                       1,295       9,902   
  Proceeds from premium on equity put options       2,002         
  Dividends to minority shareholders               (6,649)     (1,600)  
  Repurchases of common stock                      (3,181)    
                                                 ________    ________

Net cash used for financing activities            (30,091)    (71,272)
                                                 ________    ________

Effect of exchange rate changes on cash
  and cash equivalents                             (1,734)     (3,297)  
                                                 ________    ________

Net decrease in cash and cash equivalents         (65,842)   (110,058)  
                                                 ________    ________
  
Cash and cash equivalents at beginning of 
  period                                          209,766     232,365   
                                                 ________   _________

Cash and cash equivalents at end of period      $ 143,924   $ 122,307   
                                                 ========   =========

Supplemental disclosures of cash flow information:

                                                    1998       1997
                                                    ____       ____

Cash paid during the period for:
  Interest                                       $ 23,835   $  34,708  
  Income taxes                                      9,600      30,813  


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








                                       7

<PAGE>

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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
___________________________________________________

Basis of Presentation
_____________________


     The balance sheet at December 31, 1997 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.

     The accompanying unaudited condensed consolidated financial
statements 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 period.  The interim financial information
and notes thereto should be read in conjunction with the Company's
latest annual report to shareholders.  The results of operations for
the six months ended June 30, 1998 are not necessarily indicative of
results to be expected for the entire year.

Recently Issued Accounting Standards
____________________________________

     During 1997, the Financial Accounting Standards Board issued
Statement No. 130, "Reporting Comprehensive Income" ("Statement 130"). 
The Company will adopt the provisions of Statement 130 for fiscal year
end 1998. Comprehensive income is generally defined as all changes in
stockholders' equity exclusive of transactions with owners such as
capital investments and dividends.  Comprehensive income for the
quarters ended June 30, 1998 and June 30, 1997 was $5,414 and $21,001
respectively.  Comprehensive income for the six months ended June 30,
1998 and 1997 was $915 and $47,149, respectively.

     In June 1997, the Financial Accounting Standards Board issued
Statement No. 131, "Disclosures About Segments of an Enterprise 
and Related Information" ("Statement 131").  The Company will adopt
the provisions of Statement 131 for fiscal year end 1998.   














                                      8

<PAGE>

NOTE 2 - SPECIAL CHARGE
_______________________

     In the first quarter of 1998, the Company recorded a special
charge of $35,000, amounting to approximately $23,700 after taxes, 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, which will result in the termination of approximately 485
full-time positions, should enable the Company to achieve greater
operating efficiencies by reducing management layers, combining
business units and centralizing various business functions.  The
underperforming marketing contracts are being 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 covers certain one-time expenses, substantially all of which
will affect cash.

     The components of the first quarter 1998 charge are presented
below with additional information concerning the activities affecting
the reserve for special charges:


</TABLE>
<TABLE>
<CAPTION>
                         Balance    Q1 98       Six Months     Balance
                        12/31/97   Additions    Payments/      6/30/98
                                                Utilization
                        ________   _________    ___________    _______

<S>                      <C>        <C>           <C>           <C>
Marketing contracts      $ 25.0 M   $  18.5 M     $(14.1) M     $ 29.4 M
Fixed asset write-downs     6.9                      (.2)          6.7  
Employee severance          8.4        14.8         (8.4)         14.8  
Termination of leases       5.8                                    5.8  
Other                       1.0         1.7         (1.7)          1.0  
                         ______     _______      ________      _______
                         $ 47.1 M   $  35.0 M     $(24.4) M     $ 57.7 M
                         ========  =========     =========     ========

 

</TABLE>





















                                      9

<PAGE>

NOTE 3 - EARNINGS PER SHARE
___________________________

     The following table sets forth the computation of basic and
diluted earnings per share (amounts in thousands, except per share
data):

<TABLE>
<CAPTION>
                           Three Months Ended       Six Months Ended
                                June 30                 June 30
                          ___________________      _________________

                              1998     1997         1998       1997
                              ____     ____         ____       ____

<S>                        <C>        <C>         <C>        <C>
Numerator:
  Net income               $  6,146   $ 20,322    $  2,788   $ 60,506
                            _______    _______     _______    _______

Denominator for basic
earnings per share:
  Weighted average shares    56,338     56,140      56,341     56,044

  Dilutive employee stock
  options                       817      2,010         816      2,270
                            _______    _______     _______    _______
 
Denominator for diluted
earnings per share:
  Weighted average shares
  and assumed conversions    57,155     58,150      57,157     58,314
                            =======    =======     =======    =======

Basic earnings per share   $    .11   $    .36    $    .05   $   1.08

Diluted earnings per 
  share                    $    .11   $    .35    $    .05   $   1.04


</TABLE>

NOTE 4 - CONTINGENCIES
______________________

     The Company is involved in various legal proceedings generally
incidental to its business.  While it is not feasible to predict or
determine the outcome of these proceedings, management does not
believe that they should result in a materially adverse effect on
the Company's financial position, results of operations or liquidity. 
Included in these proceedings is a lawsuit filed by a former
distributor in Brazil in which the plaintiff has asserted a claim for
damages in excess of $50,000.  In April 1998, a court of first
instance in Brazil awarded this distributor damages of approximately
$15,000.  The Company is appealing this ruling, which it believes to
be in error.  The appeal will be heard on a de novo basis which means
that the appeals court will make its own factual determinations and 




                                      10

<PAGE>

not be bound by the lower court's decisions.  The Company believes
that no material liability will result from this matter once it is
concluded and, accordingly, no liability has been recorded in
connection with the claim in the accompanying condensed consolidated
financial statements.

NOTE 5 - EQUITY PUT OPTIONS
___________________________

     From time to time the Company issues equity put options as part
of its ongoing share repurchase programs.  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 sheet as "Outstanding redemption value of equity
put options."  At June 30, 1998, 625 shares of outstanding common
stock are subject to repurchase at prices ranging from $26.173 to
$26.975 under the terms and conditions of these options.  The
outstanding options expire in January 1999.








































                                      11

<PAGE>

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


     The following discussion contains forward-looking statements
which 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.  Factors
that could affect the Company's actual results and could cause such
results to differ materially from those contained in forward-looking
statements made by or on behalf of the Company include, but are not
limited to, those discussed below and those described in Exhibit 99 -
Issues and Uncertainties filed with this quarterly report on      
Form 10-Q.


Operating Results
_________________

Second Quarter 1998 Compared to Second Quarter 1997
___________________________________________________


     Net sales for the quarter ended June 30, 1998 were $760.6
million, a decrease of 9.6% from 1997's second quarter net sales of
$841.0 million.  The Reebok Division's worldwide sales (which includes
sales of the Greg Norman Division) were $634.3 million, a 12.2%
decrease from sales of $722.5 million in the second quarter of 1997.
Approximately 2% of the decline in the Reebok Division's worldwide
sales is due to currency fluctuations, primarily as a result of the
strength of the U.S. dollar and the devaluation of certain Asian
currencies.  Reebok Brand's U.S. footwear sales decreased 12.8% to
$268.9 million in the second quarter of 1998 from $308.5 million in
the second quarter of 1997. U.S. footwear sales of the Reebok Brand
continued to be adversely affected by abnormally high rates of
cancellations and returns partially due to generally poor industry
conditions at retail.  Cancellations and returns of this segment
increased by approximately $20.0 million over last year's second
quarter level.  This increase includes the effect of the Company
cancelling or recalling approximately 160,000 pair of DMX running
shoes to inspect the product for a possible stitching defect.  This
recall adversely affected sales in the quarter by approximately $9.0
million. U.S. footwear categories that generated sales increases in
the second quarter of 1998 were running, which has been a key focus of
the Company due to the introduction of its new technology products,
women's fitness, outdoor and children's; whereas all other categories
reported decreases. U.S. apparel sales decreased in the second quarter
by 9.3% to $79.8 million from $88.0 million in the second quarter of 







                                      12

<PAGE>

1997. Increased sales of apparel in the Company's retail outlet stores
and its Greg Norman Division were more than offset by declines in
Reebok branded and licensed apparel. International sales of the Reebok
Division (including footwear and apparel) were $285.6 million in the
second quarter of 1998, a decrease of 12.4% from $326.0 million in the
second quarter of 1997.  The sales decline was partially attributed to
fluctuations in foreign currency exchange rates and partially due to
the deterioration of economic conditions in Japan, Korea, Brazil and
Argentina.  Sales during the second quarter of 1998 were down
approximately 47% in Asia Pacific and 41% in Latin America when
compared to the second quarter of 1997.  On a constant dollar basis
for the quarter, the Reebok Division's International sales decreased
7.6% with sales of footwear declining, and apparel sales increasing
slightly. The European region reported sales increases whereas Asia
Pacific and Latin America reported declines in sales. Most of the
Reebok Division's International footwear categories declined during
the quarter, however, the classics and children's categories had sales
increases.  During the second quarter of 1998, apparel sales accounted
for 38.0% of Reebok's International Division's sales, as compared with
35.4% of sales in the second quarter of 1997.

     Rockport's second quarter sales increased by 6.6% to $126.3
million from $118.5 million in the second quarter of 1997. Rockport
Brand's domestic sales increased by 6.5% while International sales
decreased by 18.7%. Rockport Brand's International sales were
negatively impacted by the adverse economic factors in Asia Pacific
and Latin America, where sales declined approximately 56.0% and 30.0%
respectively, from the second quarter of 1997.  Some of this
international decline is the result of inventory reductions by
independent distributors.  Rockport Brand's sales increased in the
men's category, whereas the women's lifestyle category declined 30.7%. 
The Ralph Lauren Footwear Division, which is included in Rockport's
reported sales, had a sales increase of 19.7% in the second quarter of
1998, with all of the increase coming from the Polo Sport segment.

     For the second quarter, the overall gross margin was 36.9% of
sales which is an improvement from the first quarter rate of 35.7%,
but down from last year's second quarter gross margin of 38.5%.  U.S.
Reebok Brand's footwear pricing margins improved from the first
quarter.  This improvement is the result of manufacturing efficiencies
the Company is achieving with technology products and from sourcing
changes initiated to take advantage of currency opportunities in the
Far East.  Much of the improvement was offset by a greater percentage
of the Company's business being off-price due to the promotional
activity in the market.  International margins continue to be
adversely affected by the strong U.S. dollar. 

     Selling, general and administrative expenses for the second
quarter of 1998 were $253.4 million, or 33.3% of sales, as compared to
$274.7 million, or 32.7% of sales in 1997's second quarter.  During







                                      13

<PAGE>

the second quarter of 1998, the Company began to benefit from the
various cost reduction programs initiated last year which had the
overall effect of reducing the Company's total selling, general and
administrative spending from last year's level.  The Company continues
to invest in the growth segments of the business including the
Rockport, Polo/Ralph Lauren, Greg Norman and Retail Divisions.  In
addition, in the second quarter of 1998 the Company incurred start-up
expenses for its European logistics and shared service companies as
well as its global information system re-engineering efforts.  These
start-up expenses, which are mostly redundant in nature, amounted to
approximately $13.0 million for the second quarter and are expected to
aggregate approximately $35-$45 million for the full year. For the
second quarter of 1998, exclusive of start-up expenses, general and
administrative type expenses declined 14.4%.

     Net interest expense decreased for the second quarter of 1998 as
compared to the second quarter of 1997 as a result of debt repayments. 
Other expense was $5.4 million for the quarter, an increase of over
$4.0 million from last year second quarter.  Most of the increase is
due to foreign exchange losses on various unhedged positions.

     The effective income tax rate was approximately 32% in the second
quarter of 1998 as compared to 36% in the second quarter of 1997 and
33% for the full year 1997 (exclusive of certain one-time tax benefits
received in 1997).  Looking forward, dependent on the geographic mix
of earnings in 1998, the Company expects the second quarter 1998 rate
to be indicative of the full year 1998 rate.

First Six Months 1998 Compared to First Six Months 1997
_______________________________________________________

     Net sales for the six month period ended June 30, 1998 were
$1.641 billion, a decrease of 7.4% from 1997's net sales of $1.771
billion.  The Reebok Division's worldwide sales (which includes sales
of the Greg Norman Division) were $1.385 billion, a 9.7% decrease from
sales of $1.534 billion in 1997. Approximately 2.3% of the decline in
the Reebok Division's worldwide sales is due to currency fluctuations,
primarily as a result of the strength of the U.S. dollar and the
devaluation of certain Asian currencies.  Reebok Brand's U.S. footwear
sales decreased 12.5% to $562.6 million in the first six months of
1998 from $643.2 million in the 1997 period.  U.S. footwear sales of
the Reebok Brand continued to be adversely affected by abnormally high
rates of cancellations and returns partially due to generally poor
industry conditions at retail.  Cancellations and returns of this
segment increased by approximately $55.0 million as compared to the
same period last year. U.S. footwear categories that generated sales
increases in the first six month period of 1998 were running, which
has been a key focus of the Company due to the introduction of its new
technology products, women's fitness, outdoor and children's; whereas
all other categories reported decreases.  U.S. apparel sales decreased
in the first six months by 5.0% to $176.6 million from $185.9 million






                                      14

<PAGE>

in 1997. Increased sales of apparel in the Company's retail outlet
stores and its Greg Norman Division were more than offset by declines
in Reebok branded and licensed apparel. International sales of the
Reebok Division (including footwear and apparel) were $645.6 million
in the first six months of 1998, a decrease of 8.4% from $705.1
million in the first six months of 1997.  The sales decline was
partially attributed to fluctuations in foreign currency exchange
rates and partially due to the deterioration of economic conditions in
Japan, Korea, Brazil and Argentina.  Sales during the first six months
of 1998 were down approximately 36% in Asia Pacific and 33% in Latin
America when compared to the first six months of 1997.  On a constant
dollar basis for the six month period, the Reebok Division's
International sales decreased 2.7% with sales of footwear declining,
and apparel sales increasing slightly. The European region reported
sales increases whereas Asia Pacific and Latin America reported
declines in sales. Most of the Reebok Division's International
footwear categories declined during the six month period, however, the
classics and children's categories had sales increases.  During the
first six months of 1998, apparel sales accounted for approximately
37.1% of Reebok's International Division's sales, as compared with
35.1% of sales in the first six months of 1997.

     Rockport's sales for the first six months increased by 8.0% to
$255.9 million from $236.9 million in the first six months of 1997.
Rockport Brand's domestic sales increased by 4.3% while International
sales decreased by 2.7%. Rockport Brand's International sales were
negatively impacted by the adverse economic factors in Asia Pacific,
where sales declined approximately 35.0% from the first six months of
1997.  Rockport Brand's sales increased in the men's category whereas
the women's lifestyle category declined 20.8%.  The Ralph Lauren
Footwear Division, which is included in Rockport's reported sales, had
a sales increase of 21.5% in the first six months of 1998, with all of
the increase coming from the Polo Sport segment.

     For the first six months of 1998, the overall gross margin was
36.2% of sales which is down from last year's rate of 38.4% but an
improvement when compared to the last six months of 1997, when the
rate was 35.8%.  U.S. Reebok Brand's footwear pricing margins for the
first six months of 1998 were unfavorable when compared to the same
period in 1997, but showed improvement when compared to the last six
months of 1997.  The improving trend in pricing margins is the result
of manufacturing efficiencies the Company is achieving with technology
products and from sourcing changes initiated to take advantage of
currency opportunities in the Far East. Much of the improvement was
offset by a greater percentage of the Company's business being off-
price due to the promotional activity in the market.  International
margins continue to be adversely affected by the strong U.S. dollar. 

     Selling, general and administrative expenses for the first six
months of 1998 were $518.9 million, or 31.6% of sales, as compared to








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$546.4 million, or 30.9% of sales in the first six months of 1997. 
During the first six months of 1998, the Company began to benefit from
the various cost reduction programs initiated last year which had the
overall effect of reducing the Company's total selling, general and
administrative spending from last year's level.  The Company continues
to invest in the growth segments of the business including the
Rockport, Polo/Ralph Lauren, Greg Norman and Retail Divisions.  In
addition, in the first six months of 1998 the Company incurred start-
up expenses for its European logistics and shared service companies as
well as its global information system re-engineering efforts.  These
start-up expenses, which are mostly redundant in nature, amounted to
approximately $18.0 million for the six months and are expected to
aggregate approximately $35-$45 million for the full year. For the
first six months of 1998, exclusive of start-up expenses, general and
administrative type expenses declined 8.7%.

     Net interest expense decreased for the first six months of 1998
as compared to the first six months of 1997 as a result of debt
repayments.  Other expense was $5.6 million for the first six months,
an increase of over $5.0 million from last year's first six months. 
Most of the increase is due to foreign exchange losses on various
unhedged positions.

     The effective income tax rate was approximately 32% for the first
six months of 1998 as compared to 36% in the first six months of 1997
and 33% for the full year 1997 (exclusive of certain one-time tax
benefits received in 1997).  Looking forward, dependent on the
geographic mix of earnings in 1998, the Company expects that the full
year 1998 rate will approximate the rate during the first six month
period.

Reebok Brand Backlog of Open Orders
___________________________________

     The Reebok Brand backlog of open customer orders for the period
July 1 through December 31, 1998 decreased 17.1% as compared to the
same period last year.  North American backlog, which includes the
U.S. and Canada, decreased 22.1% and the International backlog
decreased 7.2%.  On a constant dollar basis, the International backlog
decreased 3.1%. U.S. footwear backlog decreased 20.9% and U.S. apparel
backlog decreased 26.8% as compared to the same period last year. U.S.
backlog comparisons are against a period last year which was just
prior to the industry slowdown in the back-to-school period at retail. 
The retail slowdown has resulted in higher retail cancellations and
returns during 1998.  In addition, the Company believes retailers are
being more conservative leaving more open-to-buy dollars available for
at-once business.  This situation, in combination with the unusually
low at-once business in 1997's second half, suggests that these
percentage decreases in open backlog in the U.S. are not necessarily
indicative of future sales trends.  In addition, many orders are
cancelable, sales by company-owned retail stores can vary from year to
year, many markets in South America and Asia Pacific are not included





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in the open orders since sales are made by independent distributors
and the ratio of orders booked early to at-once shipments can vary
from period to period.

Liquidity and Sources of Capital
________________________________

     The Company's financial position remains strong.  Working capital
was $857.0 million at June 30, 1998 and $892.0 million at June 30,
1997.  The current ratio at June 30, 1998 and 1997 and December 31,
1997 was 2.5 to 1.

     Accounts receivable decreased from June 30, 1997 by $113.3
million, a decrease of 17.2%.  The decrease is partially due to the
sales decline and partially due to improved cash collections in the
U.S. as compared to the first six months of 1997. Inventory increased
$15.7 million or 2.7% from June 30, 1997. The increase is due to
improved on-time deliveries from the factories and a higher rate of
cancellations and returns in the U.S.  The Company has adjusted
footwear purchases for the balance of 1998 to be in line with current
sales trends.

     Cash used for operations during the first six months of 1998 was
$13.9 million, as compared to cash used for operations of $17.9
million during the first six months of 1997.  Cash generated from
operations during the balance of 1998, 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. However, the Company's actual experience may differ from
the expectations set forth in the preceding sentence.  Factors that
might lead to a difference include, but are not limited to, the
matters discussed in Exhibit 99 - Issues and Uncertainties filed
herewith, as well as future events that might have the effect of
reducing the Company's available cash balances (such as unexpected
operating losses or increased capital or other expenditures, as well
as increases in the Company's inventory or accounts receivable) or
future events that might reduce or eliminate the availability of
external financial resources.



















                                      17


<PAGE>

                        PART II  -  OTHER INFORMATION


Item 1  -  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 June 30, 1998.






































                                      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:   August 12, 1998




                                    REEBOK INTERNATIONAL LTD.

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






































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