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 March 31, 1997

  Commission file number 1-9340


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


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


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



                              (617) 341-5000
_________________________________________________________________
           (Registrant's telephone number, including area code)


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

  Yes  (X)       No  (  )

  The number of shares outstanding of registrant's common stock,
par value $.01 per share, at May 5, 1997, was 56,144,412 shares.  





<PAGE>
REEBOK INTERNATIONAL LTD.


INDEX

PART I.    FINANCIAL INFORMATION:

Item 1     Condensed Financial Statements (Unaudited)

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

           Consolidated Condensed Statements of Income -
           Three Months ended March 31, 1997 and 1996. . . .    4

           Consolidated Condensed Statements of Cash Flows -
           Three Months Ended March 31, 1997 and 1996. . . .  5-6

           Notes to Consolidated Condensed Financial
           Statements  . . . . . . . . . . . . . . . . . . .  7-8

Item 2

           Management's Discussion and Analysis of Results
             Of Operations and Financial Condition . . . . . 9-12


Part II.   OTHER INFORMATION:

Item 1     Legal Proceedings . . . . . . . . . . . . . . . .   13

Items 2-3  Not Applicable  . . . . . . . . . . . . . . . . .   13

Item 4     Submission of Matters to a Vote of Security 
             Holders . . . . . . . . . . . . . . . . . . . .   13

Item 5     Not Applicable . . . . . . . . . . . . . . . . . .  13 
                                  

Item 6     Exhibits and Reports on Form 8-K  . . . . . . . .   14







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


                                    March 31,         December 31,
                                   1997      1996         1996
                              __________  __________   ___________
                                     
                                    (Amounts in thousands)

Current assets:
  Cash and cash equivalents   $  174,617   $  64,844   $ 232,365   
  Accounts receivable, net  
    of allowance for doubtful
    accounts (March 1997,
    $48,584; March 1996,
    $50,513; December 1996,       
    $43,527)                     726,639     683,996     590,504      
  Inventory                      518,101     579,726     544,522       
  Deferred income taxes           67,583      71,291      69,422       
  Prepaid expenses and other
    current assets                34,981      48,123      26,275 
                              __________  __________   __________

    Total current assets       1,521,921   1,447,980   1,463,088
                              __________  __________   __________

Property and equipment, net      181,241     189,505     185,292 

Non-current assets:
  Intangibles, net of
    amortization                  66,539      63,775      69,700 
  Deferred income taxes            9,923       5,743       7,850    
  Other                           56,074      56,421      60,254 
                              __________  __________   __________
                              
                                 132,536     125,939     137,804 
                              __________  __________   __________

                              $1,835,698  $1,763,424  $1,786,184
                              ==========  ==========   ==========












                                     -2-
<PAGE>
                  REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
              CONSOLIDATED CONDENSED BALANCE SHEETS (Continued)

                                     March 31,        December 31,
                                   1997     1996          1996
                              __________  __________   __________
                          (Amounts in thousands, except share data)

Current liabilities:
  Notes payable to banks     $   65,078    $  76,848     $  32,977  
  Commercial paper                            50,000                 
  Current portion of   
    long-term debt              114,101           26        52,684
  Accounts payable              183,330      164,448       196,368
  Accrued expenses              200,541      152,669       169,344
  Income taxes payable           81,483       73,534        65,588
  Dividends payable                            5,601        
                              __________  __________   __________
    Total current liabilities   644,533      523,126       516,961
                              __________  __________   __________
Long-term debt, net of
  current portion               740,808      265,537      854,099

Minority interest                36,347       33,710       33,890

Commitments and contingencies

Outstanding redemption value of
  equity put options                          39,123                    

Stockholders' equity:
  Common stock, par value $.01;
   authorized 250,000,000 shares;
   issued March 31, 1997, 
   92,804,904; issued March 31, 
   1996, 110,099,236; issued 
   December 31, 1996,
   92,556,295                       928        1,086          926
  Retained earnings           1,039,342    1,504,049      992,563
  Less 36,716,227 shares at
    March 31, 1997 and December
    31, 1996 and 36,210,902 at
    March 31, 1996 in treasury
    at cost                    (617,620)    (610,252)    (617,620)
  Unearned compensation            (242)        (514)        (283)
  Foreign currency translation
    adjustment                   (8,398)       7,559        5,648
                              __________  __________   __________
                                414,010      901,928      381,234
                              __________  __________   __________
                             $1,835,698   $1,763,424   $1,786,184 
                              ==========  ==========   ==========


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

                                     -3-

<PAGE>
                  REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                     (In thousands except per share data)
                                 (Unaudited)

                                                  Three Months Ended          
                                                        March 31,            
                                             ___________________________      
                                                 1997         1996       
                                                 ____         ____   
      
Net sales                                       $ 930,041    $ 902,923
Other income                                        1,096          762 
                                                _________    _________   

                                                  931,137      903,685
Costs and expenses:
  Cost of sales                                   573,812      551,791
  Selling, general and
    administrative expenses                       271,682      263,544
  Amortization of intangibles                         760          626
  Interest expense                                 15,913        6,528
  Interest income                                  (1,989)      (1,150)
                                                _________    _________ 
                                                  860,178      821,339
                                                _________    _________
Income before income taxes and minority            70,959       82,346
  interest
Income taxes                                       25,700       29,297
                                                _________    _________

Income before minority interest                    45,259       53,049

Minority interest                                   5,075        4,634
                                                _________    _________       
Net income                                      $  40,184    $  48,415
                                                =========    =========
 
Net income per common share                     $    0.69    $    0.64
                                                =========    =========

Dividends per common share                      $    .000    $    .075
                                                =========    =========
Weighted average common and
  common equivalent shares
  outstanding                                      58,431       75,143
                                                =========    =========


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



                                     -4-
<PAGE>

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


                                                    Three Months Ended
                                                        March 31,
                                                    ________________
                                                    1997        1996 
                                                    ____        ____
                                               (Amounts in thousands)

Cash flows from operating activities:
  Net income                                   $   40,184  $   48,415
  Adjustments to reconcile net income
    to net cash provided by (used for)    
    operating activities:
     Depreciation and amortization                 10,762       9,739
     Minority interest                              5,075       4,634
     Deferred income taxes                           (234)     (6,484)
     Changes in operating assets and
      liabilities, exclusive of those arising
      from business acquisitions:
       Accounts receivable                       (156,320)   (186,118)
       Inventory                                   13,263      51,240
       Prepaid expenses                            (8,991)     (9,034)
       Other                                       15,069       7,951
       Accounts payable                            (5,118)      6,009
       Accrued expenses                            31,061       4,798
       Income taxes payable                        16,365      25,737
                                               __________  __________
         Total adjustments                        (79,068)    (91,528)
                                               __________  __________

Net cash used for operating activities            (38,884)    (43,113)
                                               __________  __________
Cash flows from investing activity:
  Payments to acquire property and 
   equipment                                       (7,869)     (8,657)

                                               __________  __________


Net cash used for investing activity               (7,869)     (8,657)     
                                               __________  __________
     



                                     -5-
<PAGE>
                  REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
               CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (Unaudited)

                                                       Three Months Ended
                                                           March 31,
                                                      ___________________
                                                       1997       1996
                                                       ____       ____
                                                   (amounts in thousands)

Cash flows from financing activities:
  Net borrowings of notes payable to banks           35,600      12,379
  Proceeds from issuance of commercial paper                     50,000
  Repayments of long-term debt                      (50,841)        
  Net proceeds from long-term debt                               11,092
  Proceeds from issuance of common stock to
    employees                                         6,612         117
  Dividends paid                                                 (5,693)
  Repurchases of common stock                                   (32,031)
                                                    ________   _________

Net cash provided by (used for) financing            (8,629)     35,864
  activities                                        ________   _________
                                                                             

Effect of exchange rate changes on cash
  and cash equivalents                               (2,366)        357
                                                    ________   _________

                       
Net decrease in cash and cash equivalents           (57,748)    (15,549)     
                                                    ________   _________     
                                                          

Cash and cash equivalents at beginning of period    232,365      80,393
                                                    ________   _________

Cash and cash equivalents at end of period         $174,617    $ 64,844
                                                    ========   =========

Supplemental disclosures of cash flow information:
         
                                                       1997       1996
                                                       ____       ____

Cash paid during the period for:
  Interest                                         $ 17,277    $  7,230
  Income taxes                                       11,680      16,210



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

                                     -6-
<PAGE>
                REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS



NOTE 1 - BASIS OF PRESENTATION
______________________________

  The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of
Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements.  In the
opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
have been included.  Operating results for the three months ended
March 31, 1997 are not necessarily indicative of the results that
may be expected for the year ended December 31, 1997.  For
further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1996. 
Certain prior year amounts have been reclassified to conform to
the 1997 presentation.

NOTE 2 - CONTINGENCIES
______________________________

  On August 29, 1995, the Company obtained a favorable ruling on
its motion for summary judgment in the lawsuit entitled Stutz
Motor Car of America, Inc. v. Reebok International Ltd., (filed
on July 1, 1993 in the Central District of Los Angeles County
Superior Court as Case Number BC074579 and removed to the United
States District Court for the Central District of California
where it was assigned Civil Action No. 93-4433LGB) and, as a
result, the case was dismissed.  The Plaintiff has appealed the
decision.  The Company believes that the Plaintiff s appeal is
without merit and is confident that the District Court decision
will be upheld.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
________________________________________

  In February 1997, the Financial Accounting Standards Board
issued Statement No. 128, Earnings per Share, which is required
to be adopted on December 31, 1997.  At that time, the Company
will be required to change the method currently used to compute
earnings per share and to restate all prior periods.  Under the
new requirements for calculating basic earnings per share, the 

                                    -7-
<PAGE>

dilutive effect of stock options will be excluded.  The impact is
expected to result in an increase in primary earnings per share
for the first quarter ended March 31, 1997 and March 31, 1996 of
$.03 and $.01 per share, respectively.  The impact of Statement
128 on the calculation of fully diluted earnings per share for
these quarters is not expected to be material.














































                                    -8-
<PAGE>
                  REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                RESULTS OF OPERATIONS AND FINANCIAL CONDITION



  The following table shows the percentage which amounts in the
Consolidated Condensed Statements of Income bear to net sales:

                                          Percentage of Net Sales
                                          _______________________

                                           Three Months Ended
                                              March 31,
                                          __________________
                                           1997        1996
                                           ____        ____


Net sales                                  100.0%    100.0%
Other income                                 0.1       0.1
                                           ______    ______

                                           100.1     100.1

Costs and expenses:
  Cost of sales                             61.7      61.1
  Selling, general and
   administrative expenses                  29.2      29.2
  Amortization of intangibles                0.1       0.1
  Interest expense                           1.7        .7
  Interest income                           (0.2)     (0.1)
                                           ______    ______
 
                                            92.5      91.0
                                           ______    ______

Income before income taxes and               7.6       9.1
 minority interest                       

Income taxes                                 2.7       3.2
                                           ______    ______

Income before minority interest              4.9       5.9

Minority interest                            0.5       0.5
                                           ______    ______
Net income                                   4.4%      5.4%
                                           ======    ======


                                     -9-
<PAGE>
                REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               RESULTS OF OPERATIONS AND FINANCIAL CONDITION


  The following discussion contains forward-looking statements
which involve risks and uncertainties.  All such forward-looking
statements necessarily represent only current estimates or
expectations as to future results and there can be no assurance
that actual results will not materially differ from current
estimates or expectations.  Factors that might cause such a
difference include, but are not limited to, those discussed below
and those described in Attachment A to this Quarterly Report on
Form 10-Q.

Operating Results
_________________


First Quarter 1997 Compared to First Quarter 1996
_________________________________________________

     Net sales for the quarter ended March 31, 1997 were $930.0
million, an increase of 3.0% from 1996 s first quarter net sales
of $902.9 million, which included $26.7 million of sales from the
Company s Avia subsidiary that was sold in June 1996.  The Reebok
Division s worldwide sales in the first quarter of 1997 were
$811.6 million, an increase of 2.7% from $790.4 million in the
first quarter of 1996.  Growth in this Division s U.S. apparel
sales was partially offset by a decrease in its International
sales due to the impact of the stronger U.S. dollar.  U.S.
footwear sales of the Reebok Division during the first quarter of
1997 were $334.6 million, up slightly from last year s first
quarter net sales of $333.7 million.  This marks the first
quarter this division reported sales increases in over a year. 
Increases in the running, classics and walking categories were
offset by decreases in the basketball and tennis categories.  The
Reebok Division s U.S. apparel sales increased by 58.2% to $97.9
million from $61.9 million in 1996.  The increase resulted
primarily from increases in sales of T-shirts and core basics. 
International sales (including both footwear and apparel) were
$379.1 million in the first quarter of 1997, a decrease of 4.0%
from $394.8 million in the first quarter of 1996.  The
International sales comparison was negatively impacted by changes
in foreign currency exchange rates.  On a constant dollar basis
for the quarter, the International sales gain was 1.8%.  On a
local currency basis, thereby eliminating the impact of changes
in foreign currency exchange changes, the United Kingdom and
Japan had increases in sales whereas France, 


                                   -10-

<PAGE>

Holland and Italy experienced decreased sales.  Internationally,
increases in apparel sales, and in the footwear categories of
classic and soccer, were offset by decreases in the running,
children s and tennis footwear categories.

     Rockport s first quarter sales increased by 38.0% to $118.4
million from $85.8 million in the first quarter of 1996.
Exclusive of the Ralph Lauren business, Rockport s sales
increased 20% in the quarter due to growth in the walking and
men s premium dress categories along with continued International
sales growth.  Rockport s women s business was essentially flat
during the first quarter, with growth in walking offset by
declines in women s lifestyle products.  Rockport s International
revenues which grew by over 40% accounted for approximately 16%
of the sales in the first quarter of 1997.

     Gross margin declined to 38.3% during the first quarter of
1997 compared to 38.9% in 1996 s first quarter.  The decrease
reflects start up costs associated with new technology products
as well as the adverse effect of the stronger U.S. dollar on our
International gross margins.  The impact of the start-up expenses
for new product introductions, the comparatively lower margins
contributed by the growing U.S. apparel business, and a strong
U.S. dollar is expected to continue to put pressure on the
Company s margins over the next several quarters.

     Selling, general and administrative expenses for the first
quarter of 1997 were $271.1 million, or 29.2% of sales, as
compared to $263.7 million, or 29.2% of sales in 1996 s first
quarter. Increases in marketing, product development and retail
activities were partially offset by a decrease in advertising
expenses.  The advertising decrease reflects a shift of
advertising from the first quarter to the second quarter in
support of the technology product launches, primarily the DMX
series 2000 running shoe.  Looking ahead to the remainder of
1997, the full year SG&A spending is expected to increase versus
1996, primarily due to increases in product development and
retail operating expenses.  However, as a percent of sales, the
SG&A spending should remain approximately even with 1996 levels.

     Interest expense increased as a result of the additional
$640 million of debt the Company incurred to finance the shares
acquired during the August 1996 Dutch Auction self-tender.



                                   -11-

<PAGE>
     The effective tax rate before minority interest was 36.2% in
the first quarter of 1997 as compared to 35.6% in the first
quarter of 1996.  The increase was due to a geographic change in
the mix of worldwide income.

     Year-to-year earnings per share comparisons benefited from
the Company s share repurchase programs including the Dutch
Auction self-tender which was completed in August 1996.  Weighted
average common shares outstanding for the quarter ended March 31,
1997 declined by 22.2% to 58.4 million shares, as compared to
75.1 million shares for the first quarter of 1996.

Liquidity and Sources of Capital
________________________________

     The Company s financial position remains strong, although
working capital decreased by $47.5 million, primarily due to the
pre-payment of $50 million of long-term debt on May 6, 1997. In
February 1997, the Company also made a $50 million pre-payment on
the long-term debt facility used to fund the Dutch Auction self-
tender.  The current ratio at March 31, 1997, was 2.4 to 1, as
compared to 2.8 to 1 at December 31, 1996 and 2.8 to 1 at March
31, 1996.

     Accounts receivable increased from March 31, 1996 by $42.6
million, an increase of 6.2%, which is consistent with the sales
increase in the month of March 1997.  Inventory decreased by
$61.6 million, or 10.6%, from March 31, 1996.  U.S. Reebok brand
footwear inventories declined 33.0% from March 31, 1996 and
Rockport, which had a 38.0% sales growth in the first quarter,
maintained the same inventory level as a year ago.  The Company
continues to gain greater efficiencies in the management of its
inventories due to improvements in forecasting, production
planning and logistics.

     During the twelve months ended March 31, 1997, cash and cash
equivalents increased by $109.8 million, and outstanding
borrowings increased by $527.5 million, while $649.3 million of
the Company s common stock was repurchased.  Cash used for
operations during the first quarter of 1997 was $38.9 million, 
a decrease of $4.2 million as compared with the first quarter of
1996.  Cash generated from operations, together with the
Company s existing credit lines and other financial resources, is
expected to adequately finance the Company s current and planned
1997 cash requirements.





                                   -12-
<PAGE>
PART II  -  OTHER INFORMATION


Item 1  -  Legal Proceedings

Reference is made to Item 3. Legal Proceedings in the Company s
Annual Report on Form 10-K, dated March 27, 1997, for a
description of Stutz Motor Car of America, Inc. v. Reebok
International Ltd.

Items 2  -  3

Not applicable

Item 4  -  Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Shareholders on May 1,
1997.  At the Annual Meeting, the following proposals were
approved:

  1.  Two Class I members of the Board of Directors were
      elected by shareholders as follows (there are no
      abstentions or broker non-votes):

                              Number of Votes     Number of Votes
     Name of Director             Cast FOR          WITHHELD

     Mannie L. Jackson          49,189,663         912,731
     Geoffrey Nunes             49,175,754         926,640   
           
                

  2.  The amendment to the 1994 Equity Incentive Plan to
      increase the number of shares of common stock authorized
      for issuance thereunder by 2,500,000 was approved by a
      vote of 35,888,264 FOR, 14,109,181 AGAINST and 104,949
      ABSTAIN.

  3.  A vote to consider a shareholder proposal to reorganize
      the Board of Directors into one class was approved by a
      vote of 24,284,425 FOR, 21,605,599 AGAINST, 222,509
      ABSTAIN and 3,989,861 BROKER NON-VOTES.

Item 5

Not applicable





                                   -13-

<PAGE>


Item 6

(a)  Exhibits:

     11.  Statement Re Computation of Per Share Earnings

     27.  Financial Data Schedule

(b)  Reports on Form 8-K:  There were no reports on Form 8-K 
     filed during the quarter ended March 31, 1997.







































                                   -14-
<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:   May 8, 1997




                                    REEBOK INTERNATIONAL LTD.

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































                                   -15-
<PAGE>
                                                               Attachment A

ISSUES AND UNCERTAINTIES

     The Company's quarterly report on Form 10-Q attached hereto
includes, and other documents, information or statements released
or made from time to time by the Company may include, forward-
looking statements.  These statements involve risks and
uncertainties.  The Company's actual results may differ
materially from those discussed in such forward-looking
statements.  Prospective information is based on management's
then current expectations or forecasts.  Such information is
subject to the risk that such expectations or forecasts, or the
assumptions underlying such expectations or forecasts, become
inaccurate.  The following discussion identifies certain
important issues and uncertainties that are among the factors
that could affect the Company's actual results and could cause
such results to differ materially from those contained in forward
looking statements made by or on behalf of the Company.

Competition and Consumer Preferences

     The footwear and apparel industry is intensely competitive
and subject to rapid changes in consumer preferences, as well as
technological innovations.  A major technological breakthrough or
marketing or promotional success by one of the Company's
competitors could adversely affect the Company's competitive
position.  In addition, in countries where the athletic footwear
market is mature (including the U.S.), sales growth may be
dependent in part on the Company increasing its market share at
the expense of its competitors, which may be difficult to
accomplish particularly in view of the Company's recent market
share decline in the U.S. footwear market.  The Company also
faces strong competition with respect to its other product lines,
such as the ROCKPORT product line and the GREG NORMAN collection. 


     Competition in the markets for the Company's products occurs
in a variety of ways, including price, quality, product design,
brand image, marketing and promotion and ability to meet delivery
commitments to retailers.  The intensity of the competition faced
by the various operating units of the Company and the rapid
changes in the consumer preference and technology that can occur
in the footwear and apparel markets constitute significant risk
factors in the Company's operations.

Inventory Risk

     The footwear industry has relatively long lead times for
design and production of product and thus, the Company must
commit to production tooling and in some cases to production in
advance of orders.  If the Company fails to accurately forecast
consumer demand or if there are changes in consumer preference or
market demand after the Company has made such production
commitments, the Company may encounter difficulty in filling
customer orders or in liquidating excess inventory, which may
have an adverse effect on the Company's sales margins and brand
image.

Sales Forecasts

     The Company's investment in advertising and marketing is
based on sales forecasts and is necessarily made in advance of
actual sales.  The markets in which the Company does business are
highly competitive, and the Company's business is affected by a
variety of factors, including brand awareness, changing consumer
preferences, fashion trends, retail market conditions and
economic and other factors.  There can be no assurance that sales
forecasts will be achieved, and to the extent sales forecasts are
not achieved, these investments will represent a higher
percentage of revenues, and the Company will experience higher
inventory levels and associated carrying costs, all of which
would adversely impact the Company's financial condition and
results.

Advertising and Marketing Investment

     Because consumer demand for athletic footwear and apparel is
heavily influenced by brand image, the Company's business
requires substantial investments in marketing and advertising,
including television and other advertising, athlete endorsements
and athletic sponsorships, as well as investments in retail
presence. In the event that such investments do not achieve the
desired effect in terms of increased retailer acceptance and/or
consumer purchase of the Company's products, there could be an
adverse impact on the Company's financial results. 

Retail Operations

     The Company currently operates approximately 140 retail
stores in the U.S. and a significant number of retail stores
internationally which are operated either directly or through the
Company's distributors.  The Company has made a significant
capital investment in opening these stores and incurs significant
expenditures in operating these stores.  To the extent the
Company continues to expand its retail organization, the
Company's performance could be adversely affected by lower than
anticipated sales at its retail stores.  The performance of the
Company's retail organization is also subject to general retail
market conditions.

Timeliness of Product

     Timely product deliveries are essential in the footwear and
apparel business since the Company's orders are cancelable by
customers if agreed delivery windows are not met.  If as a result
of design, production or distribution problems, the Company is
late in delivering product, it could have an adverse impact on
its sales and/or profitability.

International Sales and Production

     A substantial portion of the Company's products are
manufactured abroad and approximately 40% of the Company's sales
are made outside the U.S.  The Company's footwear and apparel
production and sales operations are thus subject to the usual
risks of doing business abroad, such as currency fluctuations,
longer payment terms, potentially adverse tax consequences,
repatriation of earnings, import duties, tariffs, quotas and
other threats to free trade, labor unrest, political instability
and other problems linked to local production conditions and the
difficulty of managing multinational operations.  If such factors
limited or prevented the Company from selling products in any
significant international market or prevented the Company from
acquiring products from its suppliers in China, Indonesia, the
Philippines or Thailand, or significantly increased the cost to
the Company of such products, the Company's operations could be
seriously disrupted until alternative suppliers were found or
alternative markets were developed, with a significant negative
impact.    

Sources of Supply

     The Company depends upon independent manufacturers to
manufacture high-quality product in a timely and cost-efficient
manner and relies upon the availability of sufficient production
capacity at its existing manufacturers or the ability to utilize
alternative sources of supply.  In addition, if the Company were
to experience significant shortages in raw materials or
components used in its products, it could have a negative effect
on the Company's business, including increased costs or
difficulty in delivering product.  Some of the components used in
the Company's technologies are obtained from only one or two
sources and thus a loss of supply could disrupt production.  

Risk of Debt

     In connection with the Company's Dutch Auction share
repurchase, the Company incurred $640 million in additional debt
to finance the repurchase of shares  (of which $50 million was
prepaid in February 1997 and an additional $50 million was
prepaid in May 1997) and entered into a $750 million revolving
credit line which replaced its prior $300 million revolving
credit facility.  As a result of this new term debt, the Company
currently faces significantly increased interest expense and debt
amortization, as compared to the past.  The credit arrangements
contain certain covenants (including restrictions on asset
acquisitions, capital expenditures and future indebtedness and
the requirement to maintain a minimum interest coverage ratio)
which are intended to limit the Company's future actions and
which may also limit the Company's financial, operating and
strategic flexibility.  In addition, the Company's failure to
make timely payments of interest and principal on its debt, or to
comply with the material covenants applicable thereto, could
result in significant negative consequences.

     The Company believes that its cash, short-term investments
and access to new credit facilities, together with its
anticipated cash flow from operations, are adequate for its needs
in the foreseeable future.  However, the Company's actual
experience may differ from the expectations set forth in the
preceding sentence.  Factors that might lead to a difference
include, but are not limited to, the matters discussed herein as
well as future events that might have the effect of reducing the
Company's available cash balances (such as unexpected operating
losses or capital or other expenditures) or that might reduce or
eliminate the availability of external financial resources. 

Risk of Currency Fluctuations

     The Company conducts operations in various international
countries and a significant portion of its sales are transacted
in local currencies.  As a result, the Company's revenues are
subject to foreign exchange rate fluctuations.  The Company
enters into forward currency exchange contracts and options to
hedge its exposure for merchandise purchased in U.S. dollars that
will be sold to customers in other currencies.  The Company also
uses foreign currency exchange contracts and options to hedge
significant inter-company assets and liabilities denominated in
other currencies.  However, no assurance can be given that
fluctuation in foreign currency exchange rates will not have an
adverse impact on the Company's revenues, net profits or
financial condition.

Customers

     Although the Company has no single customer that represents
10% or more of its sales, the Company has certain significant
customers, the loss of which could have an adverse effect on its
business.  There could also be a negative effect on the Company's
business if any such significant customer became insolvent or
otherwise failed to pay its debts.

Intellectual Property

     The Company believes that its trademarks, technologies and
designs are of great value.  From time to time the Company has
been, and may in the future be, the subject of litigation
challenging its ownership of certain intellectual property.  Loss
of the REEBOK or ROCKPORT trademark rights could have a serious
impact on the Company's business.  Because of the importance of
such intellectual property rights, the Company's business is
subject to the risk of counterfeiting, parallel trade or
intellectual property infringement.  The Company is, however,
vigilant in protecting its intellectual property rights.  

Litigation

     The Company is subject to the normal risks of litigation
with respect to its business operations.

Economic Factors

     The Company's business is subject to economic conditions in
the Company's major markets, including, without limitation,
recession, inflation, general weakness in retail markets and
changes in consumer purchasing power and preferences.  Adverse
changes in such economic factors could have a negative effect on
the Company's business.

Tax Rate Changes

     If the Company was to encounter significant tax rate changes
in the major markets in which it operates, it could have an
adverse effect on its business.

Ability to Improve Performance of REEBOK Footwear Business

     The Company has recently taken steps which it believes may
improve the performance of its REEBOK footwear business.  There
are, however, many uncertainties associated with accomplishment
of such an improvement.  These include the decline in recent
years in the Company's share of the U.S. athletic footwear
market, slower overall growth in the U.S. athletic footwear
market, the emergence and growth of strong competitors, the
substantial and increasing investment by such competitors in
marketing and advertising, and the possibility of changing
consumer preferences.  Moreover, while the Company has received
initial positive indications from certain retailers as to its new
products, there is not yet any evidence or assurance as to
consumer response to many of these new products.



Quarterly Reports

     The financial results reflected in the Company's quarterly
report on Form 10-Q are not necessarily indicative of the
financial results which may be achieved in future quarters or for
year-end, which results may vary.