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, 1996

  Commission file number 1-9340


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


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


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



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


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

  Yes  (X)       No  (  )

  The number of shares outstanding of registrant's common stock,
par value $.01 per share, at November 4, 1996, was 55,660,504
shares.





<PAGE>


REEBOK INTERNATIONAL LTD.


INDEX

PART I.    FINANCIAL INFORMATION:

Item 1     Financial Statements (Unaudited)

           Consolidated Balance Sheets - September 30, 1996
             and 1995, and December 31, 1995 . . . . . . .   2-3 

           Consolidated Statements of Income - Three and 
             Nine Months Ended September 30, 1996 and 1995 . 4

           Consolidated Statements of Cash Flows -  Nine 
             Months Ended September 30, 1996 and 1995  . .   5-6

           Notes to Consolidated Financial Statements  . .   7-9


Item 2     Management's Discussion and Analysis of Results
             Of Operations and Financial Condition . . . .  10-16


Part II.   OTHER INFORMATION:

Item 1     Legal Proceedings . . . . . . . . . . . . . . .  17

Items 2-4  Not Applicable  . . . . . . . . . . . . . . . .  17

Item 5     Other Information . . . . . . . . . . . . . . .  17

Item 6     Exhibits and Reports on Form 8-K  . . . . . . .  17-18









<PAGE>

                 REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS


                                   September 30,       December 31,
                                 1996        1995         1995
                              (Unaudited) (Unaudited) 
                              __________  __________   ___________
                                    (Amounts in thousands)

Current assets:
  Cash and cash equivalents   $  143,899   $ 104,468   $   80,393
  Accounts receivable, net
    of allowance for doubtful
    accounts (1996, $46,683;
    September 1995, $51,617;
    December 1995, $46,401)      725,115     701,374      506,563
  Inventory                      540,807     651,004      635,012
  Deferred income taxes           62,729      79,459       75,543
  Prepaid expenses                24,280      26,062       45,418
                              __________  __________   __________

    Total current assets       1,496,830   1,562,367    1,342,929
                              __________  __________   __________

Property and equipment, net      188,035     192,087      192,033

Non-current assets:
  Intangibles, net of
    amortization                  69,219      96,958       64,436
  Deferred income taxes            6,242       3,900         
  Other                           71,026      46,696       56,825
                              __________  __________   __________
                              
                                 146,487     147,554      121,261
                              __________  __________   __________

                              $1,831,352  $1,902,008   $1,656,223
                              ==========  ==========   ==========














                                     -2-

<PAGE>

                 REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS (Continued)

                                    September 30,      December 31,
                                 1996        1995         1995
                              (Unaudited) (Unaudited)
                              __________  __________   __________
                         (Amounts in thousands, except share data)
Current liabilities:
  Notes payable to banks      $   56,201  $  123,747   $   66,682
  Commercial paper                            60,000            
  Current portion of   
    long-term debt                34,752       2,603          946
  Accounts payable               186,496     159,727      166,037
  Accrued expenses               205,811     197,105      144,585
  Income taxes payable            86,730      78,784       47,956
  Dividends payable                4,171       5,761        5,742
                              __________  __________   __________
    Total current liabilities    574,161     627,727      431,948
                              __________  __________   __________
Long-term debt, net of
  current portion                872,586     254,956      254,178
Deferred income taxes                                       4,604

Minority interest                 32,976      27,327       31,081

Commitments and contingencies

Outstanding redemption value 
  of equity put options           16,736      13,420       39,123

Stockholders' equity:
  Common stock, par value $.01;
   authorized 250,000,000 shares;
   issued September 30, 1996, 
   92,333,859; issued September 30, 
   1995, 112,739,138; issued 
   December 31, 
   1995, 111,015,133                 917       1,127        1,096
  Additional paid-in capital                           
  Retained earnings              947,593   1,569,775    1,487,006 
  Less 36,716,227 shares at
   September 30, 1996 and 
   36,210,902 at September 30,
   1995, and December 31, 1995 
   in treasury at cost          (617,620)   (603,241)    (603,241)
  Unearned compensation           (  326)     (1,703)      (1,208)
  Foreign currency translation
    adjustment                     4,329      12,620       11,636
                              __________  __________   __________
                                 334,893     978,578      895,289
                              __________  __________   __________
                              $1,831,352  $1,902,008   $1,656,223
                              ==========  ==========   ==========
The accompanying notes are an integral part of the consolidated
financial statements.

                                     -3-

<PAGE>

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

                                  Three Months Ended     Nine Months Ended 
                                     September 30,          September 30,   
                                 ____________________    _________________  
                                  1996       1995         1996        1995
                                  ____       ____         ____        ____
      
Net sales                   $  970,080   $1,005,980   $2,690,575  $2,730,150
Other income                       147          281        1,675       2,334
                             _________    _________   __________  __________

                               970,227    1,006,261    2,692,250   2,732,484 
   
Costs and expenses:
  Cost of sales                589,550      614,835    1,646,645   1,644,079  
  Selling, general and
    administrative expenses    285,628      257,296      823,723     780,608
  Special charges                                                     18,034  
  Amortization of intangibles      624        1,012        1,879       3,068
  Minority interest              5,844        4,750       12,798       9,570  
  Interest expense              10,228        7,324       23,563      17,924  
  Interest income               (2,874)      (1,270)      (7,113)     (3,275) 
                             _________    _________   __________  __________
                               889,000      883,947    2,501,495   2,470,008  
                             _________    _________   __________  __________ 
Income before income taxes      81,227      122,314      190,755     262,476  

Income taxes                    30,615       46,112       71,915      98,953  
                             _________    _________   __________  __________  

Net income                   $  50,612    $  76,202   $  118,840  $  163,523  
                             =========    =========   ==========  ==========
                                                                              
Net income per common share  $    0.75    $    0.96   $     1.64  $     2.03
                             =========    =========   ==========  ==========

Dividends per common share   $   0.075    $   0.075   $    0.225  $    0.225
                             =========    =========   ==========  ==========
Weighted average common and
  common equivalent shares
  outstanding         
                                67,839       79,304       72,422      80,602  
                             =========    =========   ==========  ==========


Certain amounts in 1995 have been reclassified to permit comparisons.

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



 

                                       -4-

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


                                                    Nine Months Ended
                                                       September 30,
                                                    ________________
                                                    1996        1995 
                                                    ____        ____
                                                 (Amounts in thousands)

Cash flows from operating activities:
  Net income                                   $  118,840  $  163,523
  Adjustments to reconcile net income
    to net cash provided by  
    operating activities:
     Depreciation and amortization                 28,186      28,029
     Amortization of intangibles                    1,879       3,068
     Minority interest, net of dividends paid      12,798       9,570
     Amortization of unearned compensation          1,184       1,067
     Deferred income taxes                          1,729     (13,902)
     Changes in operating assets and
      liabilities:
       Accounts receivable                       (231,001)   (147,930)
       Inventory                                   84,927     (14,590) 
       Prepaid expenses                            20,881       4,378
       Other                                      (20,482)    (18,102)
       Accounts payable                            23,523     (14,458)
       Accrued expenses                            60,199      35,473 
       Income taxes payable                        39,470     (24,779)
                                               __________  __________
         Total adjustments                         23,293    (152,176)
                                               __________  __________

Net cash provided by operating activities         142,133      11,347
                                               __________  __________   
                                            
Cash flows from investing activities:
  Payments to acquire property and 
   equipment                                      (26,866)    (53,602)

                                               __________  __________

Net cash (used for) investing activities          (26,866)    (53,602)
                                               __________  __________
     






                                      -5-

<PAGE>

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

          
                                                       Nine Months Ended
                                                         September 30,
                                                      ___________________
                                                       1996       1995
                                                       ____       ____
                                                   (amounts in thousands)

Cash flows from financing activities:
  Net borrowings of notes payable to banks        $ (11,349)   $ 59,496     
  Proceeds from issuance of commercial paper                     60,000     
  Proceeds from issuance of long-term debt          657,955     230,000     
  Repayments of long-term debt                       (1,135)   (110,965)
  Proceeds from issuance of common stock to
    employees                                         4,829       7,616     
  Dividends paid                                    (16,751)    (18,026)
  Repurchases of common stock                      (685,866)   (166,779)
  Proceeds from premium on equity put options           717         
  Other                                                             326
                                                    ________   _________

Net cash provided by (used for)
  financing activities                              (51,600)     61,668     
                                                    ________   _________
                                                                            
Effect of exchange rate changes on cash
  and cash equivalents                                 (161)      1,119
                                                    ________   _________

Net increase in cash and cash equivalents            63,506      20,532
                                                    ________   _________    
 
Cash and cash equivalents at beginning of period     80,393      83,936
                                                    ________   _________

Cash and cash equivalents at end of period         $143,899    $104,468
                                                    ========   =========

Supplemental disclosures of cash flow information:

                                                       1996       1995
                                                       ____       ____
Cash paid during the period for:
  Interest                                         $  21,791   $ 19,394    
  Income taxes                                        33,575    122,561     

The accompanying notes are an integral part of the consolidated financial
statements.
                                      -6-

<PAGE>

                REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED 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 nine months ended September 30, 1996 are not
necessarily indicative of the results that may be expected for the
year ended December 31, 1996.  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, 1995.

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.

     The Company's settlement with the National Association of
Attorneys General ("NAAG") relating to the investigation by NAAG
against the Company was approved by the Federal Court for the
Southern District of New York on October 20, 1995. The Court's
order approving the settlement was appealed to the Second Circuit
Court of Appeals on January 9, 1996 by counsel purporting to
represent a class of Reebok and Rockport consumers. On   September
9, 1996, the Second Circuit Court upheld the decision of the
District Court and approved the NAAG settlement.  The Plaintiff has
the right, until January 13, 1997, to appeal the Second Court's
decision to the U.S. Supreme Court.

                                    -7-

<PAGE>

NOTE 3 - RALPH LAUREN LICENSING ARRANGEMENT 
___________________________________________

     On May 23, 1996, Reebok finalized a long-term exclusive
footwear licensing arrangement with Ralph Lauren to design,
develop, manufacture, market and distribute men's, women's and
children's footwear under the Ralph Lauren label.  The Ralph Lauren
footwear business will be managed by Reebok's subsidiary, The
Rockport Company, Inc., which has established a separate subsidiary
to operate this business.  In conjunction with the licensing
arrangement, Rockport acquired Ralph Lauren's prior licensee for
the U.S. and Canada, Ralph Lauren Footwear, Inc.

NOTE 4 - SALE OF AVIA
______________________

     On June 7, 1996 Reebok completed the sale of substantially all
of the operating assets and business of its subsidiary, AVIA Group
International, Inc. to American Sporting Goods Corporation.

NOTE 5 - SPECIAL CHARGES
________________________

     In the second quarter of 1995, the Company recorded a special
charge of $18,034, principally related to facilities consolidation
and severance and other related costs associated with the
streamlining of certain segments of the Company's operations.  The
after-tax effect of this charge was $11,235 or $0.14 per share.

NOTE 6 - DUTCH AUCTION SELF TENDER STOCK REPURCHASE  
___________________________________________________

     On July 28, 1996, the Reebok Board of Directors authorized the
purchase by the Company of up to 24.0 million shares of the
Company's common stock pursuant to a Dutch Auction self tender
offer.  The tender offer price range was from $30.00 to $36.00 net
per share in cash.  The self tender offer commenced on July 30,
1996 and expired on August 27, 1996.  As a result of the self
tender offer, the Company repurchased approximately 17.0 million
common shares at a price of $36.00 per share.  Prior to the tender
offer, the Company had 72.5 million common shares outstanding. 
After the tender offer share repurchase, the Company had 55.6
million common shares outstanding at September 30, 1996.  In
conjunction with this repurchase, the Company entered into a new
$1.7 billion credit agreement underwritten by Credit Suisse and a
syndicate of major banks.  This facility includes a committed $750
million revolving credit line to replace an existing committed
revolving credit facility of $300 million.  The balance of the 



                                    -8-

<PAGE>

facility, $950 million, was available as a six year term loan for
the purpose of financing the share repurchase.  Based on the actual
number of shares repurchased, $640 million was borrowed and the
unused balance of $310 million was cancelled.  Principal payments
due on the $640 million borrowing during the six year period ending
August 31, 2002 are $50.5 million in 1997, $84.2 million in 1998,
$101.0 million in 1999, $101.0 million in 2000, $141.5 million in
2001 and $161.8 million in 2002.  The interest rate is calculated
periodically based on the Company's financial performance and
market fluctuations.  At September 30, 1996, the Company's
effective interest rate on the $640 million term loan was 6.5%. 
The credit agreement includes various covenants including
restrictions on asset acquisitions, capital expenditures and future
indebtedness and the requirement to maintain a minimum interest
coverage ratio.

NOTE 7 - CASH DIVIDENDS  
_______________________

     Concurrent with the share repurchase described in Note 6, the
Company's Board of Directors elected to suspend subsequent
declarations of quarterly cash dividends on the Company's common
stock.  Accordingly, the last dividend declared was for
shareholders of record as of September 11, 1996 who received a
dividend payment of $0.075 a share on October 2, 1996.  Suspension
of the dividend will conserve substantial cash which the Company
plans to utilize to reduce debt incurred as a result of its share
repurchase.























                                    -9-

<PAGE>

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


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

                                          Percentage of Net Sales
                                          _______________________

                                 Three Months Ended        Nine Months Ended 
                                    September 30,             September 30,  
                              __________________         __________________  
                                 1996        1995           1996      1995   
                                 ____        ____           ____      ____   
 

Net sales                       100.0%      100.0%         100.0%    100.0%  
Other income                       -           -              .1        .1
                               ______      ______          _____     _____ 

                                100.0       100.0          100.1     100.1   

Costs and expenses:
  Cost of sales                  60.8        61.1           61.2      60.2   
  Selling, general and
   administrative expenses       29.4        25.6           30.6      28.6
  Special charges                  -           -              -         .7   
  Amortization of intangibles      .1          .1             .1        .1   
  Minority interest                .6          .5             .5        .4   
  Interest expense                1.1          .7             .9        .7
  Interest income                 (.3)        (.1)           (.3)      (.2)
                               ______      ______          _____     _____   
 
                                 91.7        87.9           93.0      90.5   
                               ______      ______          _____     _____ 

Income before income taxes        8.4        12.2            7.1       9.6   

Income taxes                      3.2         4.6            2.7       3.6   
                               ______      ______          _____     _____   
  
Net income                        5.2%        7.6%           4.4%      6.0%  
                               ======      ======          =====     =====












                                      -10-

<PAGE>

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


     The following discussion contains forward-looking statements
which involve risks and uncertainties.  The Company's actual
results may differ materially from the results discussed in the
forward-looking statements.  Factors that might cause such a
difference include, but are not limited to, the matters discussed
in Attachment A to this Quarterly Report on Form 10-Q.

Operating Results
_________________

Third Quarter 1996 Compared to Third Quarter 1995
_________________________________________________

     Net sales for the quarter ended September 30, 1996 were $970.1
million, a decrease of 3.6% when compared to the third quarter 1995
sales of $1.006 billion.  Excluding Avia sales, net sales were
$970.1 million for the third quarter of 1996 and $969.7 million
during the third quarter of 1995.  The Reebok Division's worldwide
sales were $834.8 million, a 2.9% decrease from $859.3 million(A)
in the third quarter of 1995.  U.S. footwear sales of the Reebok
Division decreased 17.2% to $300.8 million from $363.1 million(A)
in the third quarter of 1995.  The decrease in the Reebok
Division's U.S. footwear sales is attributed to decreases in all
categories except running. Fill-in business during the third
quarter of 1996 was down as a result of weak sell-throughs at
retail.  If this trend continues through the fourth quarter of
1996, U.S. footwear sales will be down when compared to the fourth
quarter of 1995, particularly since the fourth quarter of 1995
contained substantial sales generated from the inventory reduction
efforts at that time. For the quarter, the Reebok Division's U.S.
apparel sales increased by 38% to $91.8 million from $66.5
million(A) in 1995.  The increase was primarily from sales of



_______________________
(A)  The 1995 sales are adjusted to include the retail division's
     apparel sales in U.S. apparel, consistent with the 1996
     presentation.  Previously, all retail sales (including
     footwear and apparel) had been included in U.S. footwear
     sales.  In addition, all sales of Tinley brand apparel for
     1995 have been reclassified to Avia to conform with the 1996
     presentation.



                                   -11-

<PAGE>

branded core basics.  As a result of the increasing demand for
Reebok apparel, the apparel business continues to see a shift from
fill-in orders to futures orders which should improve the apparel
inventory management and reduce apparel markdowns. During the
quarter, fill-in business was approximately the same as a year ago
whereas the futures business increased by almost 50%.  The Reebok
Division's International sales (including both footwear and
apparel) were $442.2 million in the third quarter of 1996, an
increase of 2.9% from $429.7 million in the third quarter of 1995. 
Internationally, increases in apparel sales and the footwear
classic and walking categories were partially offset by decreases
in the tennis, running and cross-training footwear categories.  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 6.5%.  On a local
currency basis, thereby eliminating the impact of changes in
foreign currency exchange rates, the United Kingdom, Spain, Japan
and Korea had increases in sales whereas France, Canada, and
Germany experienced decreased sales.

     Rockport's third quarter sales increased by 22.6% to $135.3
million from $110.4 million in the third quarter of 1995. 
Increased sales in the men's casual dress and performance walking
categories were partially offset by decreased sales in the women's
lifestyle and outdoor categories.  Rockport's 1996 results include
sales of the Ralph Lauren footwear business which was acquired in
the second quarter of 1996.  For the 1996 third quarter, sales of
the Ralph Lauren footwear business were $15.1 million.

     The Company's gross margins for the third quarter of 1996 were
39.2% of sales, an increase from 38.9% of sales during the third
quarter of 1995.  Gross margins, excluding Avia, for the third
quarter of 1996 were 39.2% of sales, a decrease from 39.5% during
the third quarter of 1995.  This decline in gross margin, after
excluding Avia, was substantially attributable to the negative
effect of exchange rates on International margins.  Looking
forward, the Company expects to see continued pressure on gross
margins as new technology products are introduced to market. The
impact of start-up tooling costs, initially small production runs,
increased air freight charges and the strong U.S. dollar will
negatively impact margins during the next several quarters.






                                   -12-

<PAGE>

     Selling, general and administrative expenses for the quarter
were $285.6 million, or 29.4% of sales, as compared to $257.3
million, or 25.6% of sales in 1995's third quarter.  Advertising
and marketing expenses increased by approximately $33 million for
the quarter as compared with 1995's third quarter with most of the
increase being attributable to the Company's Olympic participation. 
Selling, general and administrative expenses, excluding Avia's
results, were $285.6 million, or 29.4% of sales, as compared to
$247.9 million, or 25.6% of sales in 1995's third quarter.

     Minority interest represents the minority shareholders'
proportionate share of the net income of certain of the company's
consolidated subsidiaries.

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

     Year-to-year earnings per share comparisons benefited from the
Company's completion of the Dutch Auction self tender and the
Company's share repurchase program.  Weighted average common shares
outstanding for the quarter ended September 30, 1996 declined by
14.4% to 67.8 million shares, as compared to 79.3 million shares
for the third quarter of 1995.

First Nine Months 1996 Compared to First Nine Months 1995
_________________________________________________________

     Net sales for the nine months ended September 30, 1996
decreased by $39.5 million, or 1.4% from the first nine months of
1995.  Excluding Avia sales, net sales for the nine months of 1996
were $2.641 billion, 0.6% higher than the $2.626 billion of sales
for the first nine months of 1995.  The Reebok Division's worldwide
sales were $2.314 billion for the first nine months of 1996, a
decrease of 1.6% from sales of $2.352 billion for the same period
in 1995.  The Reebok Division's U.S. footwear sales decreased 11.3%
to $955.6 million from $1.077 billion(A) in the same period of
1995.  The decrease is due primarily to decreases in substantially
all categories other than walking and soccer which had increases in
sales.  The Reebok Division's U.S. apparel sales for the first nine
months of 1996 increased by 38.2% to $220.7 million from $159.7
million(A) for the same period in 1995.  The increase resulted from
increases in the branded apparel business, particularly in
graphics, active tops, general purpose bottoms and sweats.  The
Reebok Division's International sales (including footwear and
apparel) were $1.138 billion for the first nine months of 1996, 



                                   -13-

<PAGE>

an increase of 2.0% from $1.116 billion for the same period in
1995.  Strong branded apparel sales increases and increases in
footwear sales of basketball and walking products were partially
offset by decreases in the running, tennis and cross-training
footwear categories.  The stronger U.S. dollar continues to
adversely impact sales comparisons with the prior year.  On a
constant dollar basis for the nine months, the International sales
gain was 5%.  On a local currency basis, thereby eliminating the
impact of changes in foreign currency exchange rates, the United
Kingdom, Japan and Korea had increases in sales whereas there was
a decrease in sales in France, Germany, Canada and in the Company's
sales to certain Latin American distributors.

     Rockport's sales for the nine month period increased by 19.4%
to $326.8 million from $273.6 million for the same period in 1995. 
This increase reflects the transition of Rockport's product line
and the introduction of new product in 1996.  Increased sales in
the men's casual dress and performance walking categories were
partially offset by decreased sales in the women's lifestyle and
outdoor categories.  Rockport's 1996 results include the Ralph
Lauren footwear business which was acquired in the second quarter
of 1996.  During 1996, sales of the Ralph Lauren footwear business
were $20.4 million.

     For the nine months ended September 30, 1996, the Company's
sales include $49.4 million of sales of Avia, a decrease of 52.5%
from the $104.1 million for the same period in 1995.  After June 7,
1996, the date Reebok completed the sale of substantially all of
the operating assets and business of Avia to American Sporting
Goods Corporation, the operations of Avia were no longer included
in the Company's financial results.

     Gross margins decreased from 39.8% for the first nine months
of 1995 to 38.8% in 1996.  International margins were unfavorably
impacted by the effect of exchange rates.  U.S. footwear margins
for the Reebok Division were unfavorably impacted by a higher
percentage of close-out sales at a deeper discount in 1996 as
compared to 1995.  Excluding Avia, gross margins were 39.1% for the
first nine months of 1996 as compared to 40.4% for the first nine
months of 1995.

     Selling, general and administrative expenses increased as a
percentage of sales from 28.6% in 1995 to 30.6% in 1996, primarily
as a result of increased advertising and marketing expenses.  In
addition, retail operating expenses increased in support of U.S.
retail store expansion.




                                   -14-

<PAGE>

     Amortization of intangibles decreased due to the write-down of
the carrying value of Avia to estimated fair value on sale in the
fourth quarter of 1995.

     Minority interest represents the minority shareholders'
proportionate share of the net income of certain of the Company's
consolidated subsidiaries.

     Year-to-year earnings per share comparisons benefitted from
the Company's completion of the Dutch Auction self tender and the
Company's share repurchase program.  Weighted average common shares
outstanding for the nine months ended    September 30, 1996,
declined to 72.4 million shares, compared to 80.6 million shares
for the first nine months of 1995.

Liquidity and Sources of Capital
________________________________

     The Company's financial position remains strong, although
working capital decreased slightly by $11.9 million, or 1.3% from
the same period a year ago.  The current ratio at September 30,
1996 was 2.6 to 1, as compared to 3.1 to 1 at December 31, 1995,
and 2.5 to 1 at September 30, 1995.

     Accounts receivable increased from September 30, 1995 by $23.7
million, an increase of 3.4%, which is consistent with the sales
increase in September 1996.  Inventory decreased by $110.2 million,
or 16.9%, from September 30, 1995.  U.S. Reebok brand footwear
inventories alone declined 41% from September 30, 1995 and
Rockport, which had a 22.6% sales growth in the third quarter,
reduced inventories by 20%, even with the inclusion of the Ralph
Lauren business.  Improved forecasting, production planning and
logistics operations account for the significant inventory
decrease.

     During the third quarter of 1996, the Company borrowed $640.0
million to fund the purchase of approximately 17.0 million shares
of the Company's common stock as well as for the payment of related
loan fees and expenses.

     During the twelve months ended September 30, 1996, cash and
cash equivalents increased $39.4 million and outstanding borrowings
increased by $522.3 million, while $740.0 million of the Company's
common stock was repurchased.  As a result of the improvement by
the Company in managing the balance sheet, cash provided by
operations during 1996's first nine months was $142.1 million, an
improvement of $130.8 million as compared to the first nine months
of 1995.  This improvement





                                   -15-

<PAGE>

was accomplished despite the 27% decline in operating income. 
Capital expenditures during the first nine months of 1996 were
$26.9 million, a 49.9% reduction from the capital spending during
the first nine months of 1995.  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 1996 cash requirements.  However, the
Company's actual experience may differ from the expectations set
forth in the preceding sentence.  Factors that might lead to such
a difference include, but are not limited to, the matters discussed
in Attachment A to this Quarterly Report on Form 10-Q, 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 sources.
































                                   -16-

<PAGE>

PART II - OTHER INFORMATION
___________________________

Item 1  -  Legal Proceedings

  As previously reported, the Company's settlement with the
National Association of Attorneys General ("NAAG") relating to the
investigation by NAAG against the Company was approved by the
Federal Court for the Southern District of New York on October 20,
1995.  The Court's order approving the settlement was appealed to
the Second Circuit Court of Appeals on January 9, 1996 by counsel
purporting to represent a class of Reebok and Rockport consumers. 
On September 9, 1996, the Second Circuit Court upheld the decision
of the District Court and approved the NAAG settlement.  The
Plaintiff has the right, until January 13, 1997, to appeal the
Second Court's decision to the U.S. Supreme Court.

  Reference is made to Item 3.  Legal Proceedings in the Company's
Annual Report on Form 10-K, dated March 29, 1996, for a description
of Stutz Motor Car of America, Inc. v. Reebok International Ltd.

Items 2  -  4

  Not Applicable

Item 5  -  Other Information

  As previously reported, on July 30, 1996, the Company commenced
a Dutch Auction self-tender offer to purchase up to 24 million
shares of the Company's Common Stock at a tender offer price
ranging from $30.00 to $36.00 net per share in cash.  The offer
expired on August 27, 1996.  A total of 17,026,041 shares were
accepted in the offer at a purchase price of $36.00 per share.

Item 6

(a)  Exhibits:

     10.  Credit Agreement, dated as of August 23, 1996, among the
Company, the Lenders and Co-Agents named therein and Credit Suisse,
as Administrative Agent, as amended by the First Amendment dated as
of August 23, 1996.


     11.  Statement Re Computation of Per Share Earnings






                                   -17-

<PAGE>

     27.  Financial Data Schedule

(b)  Reports on Form 8-K:  There were no reports on Form 8-K filed
during the quarter ended September 30, 1996.















































                                   -18-

<PAGE>

                                 SIGNATURE


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


Dated:   November 6, 1996




                                    REEBOK INTERNATIONAL LTD.

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
































                                   -19-

<PAGE>

                                                               Attachment A
                                                               ____________


ISSUES AND UNCERTAINTIES
________________________

     The Company's quarterly report on Form 10-Q attached hereto,
as well as other public documents of the Company, may include
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 used in making such
estimates or forecasts, become inaccurate.  The following
discussion identifies important 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
unusual 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, sales growth may be dependent in part on the
Company increasing its market share at the expense of its
competitors.  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, brand image 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 liquidating its 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 

<PAGE>

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 net 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.  The
Company intends to continue its increased investment in advertising
and marketing in 1996; however, there can be no assurance that such
increased investment will result in increased sales.

Retail Operations
_________________

     The Company currently operates over 100 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 the 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.

Global 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 operations are thus subject to the usual risks of doing
business abroad, such as import duties, tariffs, quotas and other
threats to free trade, labor unrest, political instability and
other problems linked to local production conditions.  If such
factors limited or prevented the Company from selling products in
any significant market or prevented the Company from acquiring
products from its suppliers in Indonesia, China 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. 


                                     2

<PAGE>

Sources of Supply
_________________

     The Company depends upon its 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 used in its
products, it could have a negative effect on the Company's
business, including increased costs or difficulty in delivering
product.

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 and entered into a $750 million
revolving credit line which replaced its prior $300 million
revolving credit facility.  As a result of these new credit
arrangements, the Company will have significantly increased
interest expense and debt amortization.  The credit arrangements
contain certain covenants intended to limit the Company's future
actions which may also limit the Company's financial 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 thereof, 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.

Risks 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 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 to hedge significant inter-company
assets and liabilities denominated in other currencies.

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

                                     3

<PAGE>

business if any such significant customer became insolvent or
otherwise failed to pay its debts.

Intellectual Property
_____________________

     The Company believes that its trademarks, its technologies and
designs are of great value.  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 or general weakness in retail markets. 
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.

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.






                                     4

<PAGE>