EXHIBIT 99

              
ISSUES AND UNCERTAINTIES

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

COMPETITION AND CONSUMER PREFERENCES

     The footwear and apparel industry is intensely competitive
and subject to rapid changes in consumer preferences, as well as
technological innovations.  A major technological breakthrough or
marketing or promotional success by one of the Company's 
competitors could adversely affect the Company's competitive
position.  A shift in consumer preferences could also negatively
impact the Company's sales and financial results.  

     Currently, the industry is experiencing some shift in
consumer preference away from athletic footwear to "brown shoe"
or "casual" product offerings.  This change in preference
has adversely affected the Company's business, as well as that of
some of its competitors.  The Company is taking steps to respond
to this shift by focusing on its products and technologies and
pursuing growth opportunities with its Rockport, Ralph Lauren
Footwear and Greg Norman brands.  There is, however, substantial
uncertainty as to whether the Company's actions will be effective
and how significant the adverse impact of the shift in consumer
preference will be on the Company's business.  The outcome will
be dependent on a number of factors, including the extent of the
change in consumer preference, consumer and retailer acceptance
of the Company's products, technologies and marketing, and the
ability of the Company to effectively respond to the shift in the
marketplace, as well as the other factors described in this
Section.

     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.  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, or may find
that retailers are canceling orders or returning product, all of
which may have an adverse effect on the Company's sales, its
margins and brand image.  In addition, the Company may be
required to pay for certain tooling if it does not satisfy
minimum production quantities.

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, retailmarket conditions, currency
changes 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.  See also discussion below
under "Advertising and Marketing Investment."

PRICING AND MARGINS

     The prices that the Company is able to charge for its
products are dependent on the type of product offered and the
consumer and retailer response to such product, as well as
the prices charged by the Company's competitors.  If, for
example, the Company's products provide enhanced performance
capabilities, the Company should be able to achieve relatively
higher prices for such products.  The gross margins which the
Company earns are dependent on the prices which the Company can
charge for these goods and the costs incurred in acquiring the
products for sale.  To the extent that the Company has higher
costs, such as the higher startup costs associated with
technological products, its margins will be lower unless it
can increase its prices.  The Company has recently experienced
declining margins partially as a result of the higher cost
associated with its new technology products and its inability to
increase its sale prices sufficiently to cover such costs. In
order for the Company to increase its margins, it will need to
either reduce its costs, for example, by achieving production
efficiencies or economies of scale, or increase its selling
price.  There can be no assurance that either of such results can
be achieved.  In addition, because of the shift in the
marketplace and the resulting over-inventoried promotional retail
environment, the Company's full-margin at once business has
decreased and the Company has encountered increased returns and
cancellations from retailers, resulting in declining margins. 
The ability of the Company to increase its full margin business
is dependent on a number of factors including the success of the
Company's products and marketing, the retail environment and
general industry conditions.

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.  Recently,
there has been some shift in the marketplace away from certain
"icon" athletes and the products they endorse.  As a result, the
Company is re-evaluating its investment in
certain sports marketing deals and is in the process of
eliminating or restructuring certain of
its marketing contracts that no longer reflect Reebok's brand
positioning.

RETAIL OPERATIONS

     The Company currently operates approximately 150 retail
stores in the U.S. and a significant number of retail stores
internationally which are operated either directly or through the
Company's distributors.  The Company has made a significant
capital investment in opening these stores and incurs significant
expenditures in operating these stores.  To the extent the
Company continues to expand its retail organization, the
Company's performance could be adversely affected by lower than
anticipated sales at its retail stores.  The performance of the
Company's retail organization is also subject to general retail
market conditions.

TIMELINESS OF PRODUCT

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

INTERNATIONAL SALES AND PRODUCTION

     A substantial portion of the Company's products are
manufactured abroad and approximately 40% of the Company's sales
are made outside the U.S.  The Company's footwear and apparel
production and sales operations are thus subject to the usual
risks of doing business abroad, such as currency fluctuations,
longer payment terms, potentially adverse tax consequences,
repatriation of earnings, import duties, tariffs, quotas and
other threats to free trade, labor unrest, political instability
and other problems linked to local production conditions and the
difficulty of managing multinational operations.  If such factors
limited or prevented the Company from selling products in any
significant international market or prevented the Company from
acquiring products from its suppliers in China, Indonesia,
Thailand or the Philippines, 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.  See also discussion below under "Economic Factors".      

SOURCES OF SUPPLY

     The Company depends upon independent manufacturers to
manufacture high-quality product in a timely and cost-efficient
manner and relies upon the availability of sufficient production
capacity at its existing manufacturers or the ability to utilize
alternative sources of supply.  A failure by one or more of the
Company's significant manufacturers to meet established criteria
for pricing, product quality or timeliness could negatively
impact the Company's sales and profitability.  In addition, if
the Company were to experience significant shortages in raw
materials or components used in its products, it could have a
negative effect on the Company's business, including increased
costs or difficulty in delivering product.  Some of the
components used in the Company's technologies are obtained from
only one or two sources and thus a loss of supply could disrupt
production. See also discussion below under "Economic Factors".

RISK ASSOCIATED WITH INDEBTEDNESS

     In connection with the Company's Dutch Auction share
repurchase, the Company incurred $640 million in additional debt
to finance the repurchase of shares (as of March 31, 1998, the
outstanding balance of such debt was approximately $487.4
million) and has a $400 million revolving credit line (as of
March 31, 1998, there were no borrowings outstanding under the
revolving credit line).  As a result of this indebtedness, the
Company currently faces significantly increased interest expense
and debt amortization, as compared to the past.  The credit
arrangement contains certain covenants (including restrictions on
liens and the requirements to maintain a minimum interest
coverage ratio and a minimum debt to cash flow ratio) which are
intended to limit the Company's future actions and which may also
limit the Company's financial, operating and strategic
flexibility.  In addition, the Company's failure to make timely
payments of interest and principal on its debt, or to comply with
the material covenants applicable thereto, could result in
significant negative consequences.

     The Company believes that its cash, short-term investments
and access to new credit facilities, together with its
anticipated cash flow from operations, are adequate for the
Company's current and planned needs in 1998.  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 increased capital or other
expenditures, as well as increases in the Company's inventory or
accounts receivable) or future events that might reduce or
eliminate the availability of external financial resources.
     
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.  In 1997 and in the first quarter of 1998,
the Company's international sales, gross margins and profits were
negatively impacted by changes in foreign currency exchange
rates.  

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, ROCKPORT or GREG NORMAN 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.  For example, the recent slowdown in the
growth of the athletic footwear and branded apparel markets has
had negative effects on the Company's business.  In addition, as
a result of current market conditions, a number of the Company's
competitors have excess inventory which they are attempting to
sell off.  This over-inventoried, promotional environment has
made it more difficult for the Company to sell its products and
has negatively impacted the Company's gross margins.
     
     The current financial crisis in the Far East has also had a
negative impact on the Company's business.  The economic problems
in Asia have had an adverse effect on the Company's sales to that
region.  In addition, most of the Company's products are
manufactured in the Far East by third party manufacturers.  The
current economic conditions have made it more difficult for such
manufacturers to gain access to working capital and there is a
risk that such manufacturers could encounter financial problems
which could affect their ability to produce products for the
Company.  Similar problems have also resulted from the financial
difficulties in Latin America.

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 or profitability. 

GLOBAL RESTRUCTURING ACTIVITIES

     The Company is currently undertaking various global
restructuring activities designed to enable the Company to
achieve operating efficiencies, improve logistics and reduce
expenses.  There can be no assurance that the Company will be
able to effectively execute on its restructuring plans or that
such benefits will be achieved.  In addition, in the short-term
the Company could experience difficulties in product delivery or
other logistical operations as a result of its restructuring
activities, which could have an adverse effect on the Company's
business.  In the short-term, the Company could also be subject
to increased expenditures and charges from such restructuring
activities.  The Company is also in the process of eliminating or
restructuring certain of its underperforming marketing contracts. 
There can be no assurance that the Company will be able to
successfully restructure such agreements or achieve the cost
savings anticipated.  

YEAR 2000

     The Company has conducted a global review of its computer
systems to identify the systems that could be affected by the
technical problems associated with the year 2000 and has
developed an implementation plan to address the "year 2000"
issue.  As part of its global restructuring, in 1997 the Company
began its global implementation of SAP software, which will
replace substantially all legacy systems.  The Company presently
believes that, with modifications to existing software and
converting to SAP software, the year 2000 will not pose
significant operational problems for the Company's computer
systems.  The Company expects its SAP programs to be
substantially implemented by 1999 and the implementation is
currently on schedule.  However, if the modifications and
conversions are not implemented or completed in a timely or
effective manner, the year 2000 problem could have a material
impact on the operations of the Company.  In addition, in
converting to SAP software, the Company is relying on its
software partner to develop new software applications and there
could be problems in successfully developing such new
applications.   Finally, the Company is dependent on its
suppliers, joint venture partners and independent distributors to
implement appropriate changes to their computer systems to
address the "year 2000" issue.  The failure of such third parties
to effectively address such issue could have an adverse effect on
the Company's 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.