November 16, 2004


Via Facsimile and U.S. Mail

David A. Pace
Senior Vice President and General Counsel
Reebok International Ltd.
1895 J.W. Foster Boulevard
Canton, Massachusetts 02021

      Re:	Reebok International Ltd.
      	Amendment No. 1 to Form S-4 filed on November 10, 2004
      	File No. 333-119974

      	Schedule TO-I filed on October 26, 2004
      	File No. 5-36611

Dear Mr. Pace:

	We have reviewed the above referenced filing and have the
following comments.  Where indicated, we think you should revise
the
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. We note your response to prior comment number three.  As you
are
aware, this exchange offer is different from the kinds of tender
offers described in Instruction 2 to Item 10 to Schedule TO, which
we
have stated would not require presentation of financial
information.
In addition, you apparently initially determined that financial
statements from your annual report on Form 10-K were material to
this
offer, since you incorporated them by reference into the Schedule
TO.
Since both the Old and New Securities are convertible into common
stock of the company, we are unable to conclude that financial
statements are not material in the context of this offer. Where
financial statement information is required under Schedule TO, we
have taken the interpretative position (expressed in Q&A 7 in
Section
I.H. of the Division of Corporation Finance`s Manual of Publicly
Available Telephone Interpretations (July 2001)) that the summary
financial statement disclosure required by Item 1010(c) of
Regulation
M-A is required in the disclosure document disseminated to
shareholders, notwithstanding the fact that shareholders may
access
full financial statements of the company through its EDGAR
filings.
Therefore, we reissue comment three in our prior letter.

2. We note your response to prior comment number 4.  The company
should use a good-faith estimate to register the maximum amount of
shares that could be issued upon conversion of the notes.  If that
estimate is insufficient, the company must file a new registration
statement to register for resale additional shares.  Rule 416 does
not permit you to register an indeterminate amount of common stock
to
be issued upon conversion.  See Phone Interp. 2S from the March
1999
Supplement (Securities Act Rules subsection).

3. After further consultation with one of our Associate Directors
and
with our Office of Chief Counsel, we maintain the position that
the
rights that would be attached to shares of common stock issuable
upon
conversion of the new securities need to be registered and that
counsel`s legality opinion should cover the enforceability of the
company`s obligations under the rights.

Description of the New Securities, page 25
Purchase of New Securities at the Option of the Holder, page 34
4. We note your revisions in response to our prior comment number
21.
It appears that the period in which security holders may tender
into
the offer might only be open for 15 business days as opposed to
the
20 business day period required by Rule 14e-1(a), since holders
may
not tender after the fifth day prior to the purchase date.  Please
advise how this complies with Rule 14e-1.

Closing Comments
      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please direct accounting comments to Nudrat Salik at (202)
942-
7769 or, in her absence, to John Hartz at (202) 942-1798.  Direct
questions on other disclosure issues to Chris Edwards at (202)
942-
2842 or Christina Chalk, Special Counsel, Office of Mergers and
Acquisitions, at (202) 942-2948.  You may also call the
undersigned
Assistant Director at (202) 942-1950, who supervised the review of
your filing.



Sincerely,



Pamela A. Long
Assistant Director

Cc:	Keith F. Higgins, Esq.
Julie H. Jones, Esq.
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
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David A. Pace
Reebok International Ltd.
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE