SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 1995 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 (IRS Employer Identification No.)
incorporation or organization)

100 Technology Center Drive, Stoughton, Massachusetts 02072
(Address of principal executive offices) (zip code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Name of each exchange
each class on which registered

Common Stock, par value, $.01 per share New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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 and (2) has been subject to such filing
requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]

As of March 22 1996, the aggregate market value of the registrant's voting
stock held by non-affiliates of the registrant was approximately
$1,850,602,839.

As of March 22, 1996, 74,674,065 shares of the registrant's Common Stock were
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Definitive Proxy Statement dated March 29, 1996 for the Annual Meeting
of Shareholders to be held on May 7, 1996 (certain parts as indicated herein
in Part III).

PART I

Item 1. Business.

Reebok International Ltd., a Massachusetts corporation organized on July
26, 1979, is a global company engaged primarily in the design and marketing of
sports and fitness products, including footwear and apparel, as well as the
design and marketing of footwear and apparel for non-athletic "casual" use.
The Company has two major business groups: the Reebok Division, which is
primarily responsible for the Company's REEBOK(R) brand, and the Specialty
Business Group, which is responsible for the Company's other major brands,
including the GREG NORMAN(TM) brand, the Company's subsidiaries, AVIA Group
International, Inc. ("Avia") and The Rockport Company, Inc. ("Rockport"), as
well as Reebok's retail operations. (Reebok International Ltd. is referred to
herein, together with its subsidiaries, as "Reebok" or the "Company" unless
the context requires otherwise.)

During calendar year 1995, net income for the Company (exclusive of the
after-tax effect of certain special charges described below) decreased by
17.6% to $209.7 million, or $2.64 per share, from $254.5 million, or $3.02 per
share, for the year ended December 31, 1994, while net sales increased by
6.1%, from $3.280 billion in 1994 to $3.482 billion in 1995.

During 1995 the Company recorded special charges related to facilities
consolidation, severance and other related costs associated with streamlining
of certain segments of its operations (after-tax effect of $11,235,000
recorded in the second quarter) and the writedown of the carrying value of its
Avia subsidiary to estimated fair value on sale (after-tax effect of
$33,699,000 recorded in the fourth quarter). In connection with the special
charge relating to the writedown of the carrying value of Avia, the Company
announced that it intended to sell Avia in order to focus its resources on its
core brands. Including the effect of these special charges, the Company
reported net income of $164,798,000 or $2.07 per share for the 1995 calendar
year.

On October 19, 1995, the Company's Board of Directors authorized the
repurchase of up to $200 million in Reebok common stock in open market or
privately negotiated transactions. This authorization was in addition to the
share repurchase programs of $200 million each announced in July, 1992, July,
1993 and October, 1994 pursuant to which the Company has repurchased
18,473,000 shares at an aggregate price of approximately $602 million as of
December 31, 1995. As of December 31, 1995, the Company had approximately
$198 million available for future purchases under these programs.

The following is a discussion of the business of each of the Company's
operating units.

REEBOK DIVISION

The Reebok Division is responsible for designing, producing and
marketing sports and fitness footwear, apparel and accessories, as well as
related sports and fitness products, that combine the attributes of athletic
performance along with style. The Division's products include footwear for
basketball, running, soccer, tennis, golf, track and field, volleyball,

football, baseball, aerobics, cross training and walking activities, as well
as athletic apparel and accessories. The Division also produces authentic
outdoor performance footwear and apparel under the REEBOK brand to appeal to
outdoor enthusiasts and the BOKS(R) line of alternative footwear which is
focused on new and energizing trends in the non-athletic market and designed
to appeal to the younger generation. In addition, the Division produces
children's footwear sold under the REEBOK brand, a collection of footwear for
infants and toddlers sold under the WEEBOK brand, and WEEBOK(R) apparel and
accessories which are produced and sold through a licensee. The Division has
expanded its product scope through the development and marketing of related
sports and fitness products, such as sports and fitness videos, programming
and equipment, and through its strategic licensing program pursuant to which
the Company's technologies and/or trademarks are licensed to third parties for
sporting goods and related products.

The Reebok Division has targeted as its primary customer base athletes
and others who believe that technical and other performance features are the
critical attributes of athletic footwear and apparel. Although much of the
Company's historical growth has been due to its strength in athletic footwear
and other products for the fitness market, in recent years the Company has
taken various strategic actions towards increasing Reebok's presence in the
sports market, gaining increased visibility on playing fields and sports
arenas worldwide through endorsement arrangements with such prominent athletes
as Shaquille O'Neal of the Orlando Magic, Emmitt Smith of the Dallas Cowboys
and Frank Thomas of the Chicago White Sox and various sports and event
sponsorships. As part of its commitment to offer leading athletic footwear
technologies, the Division engages in product research, development and design
activities in the Company's Stoughton, Massachusetts headquarters and in its
various Far East offices. The Company recently opened a new state-of-the-art
50,000 square foot product development facility at the Company's corporate
headquarters which is dedicated to the design and development of
technologically-advanced athletic and fitness footwear.

Technology

Reebok places a strong emphasis on technology in its products, and has
continued to incorporate performance technologies in its products such as
HEXALITE(R) technology, which provides lightweight cushioning, and DYNAMIC
CUSHIONING(R) technology, which utilizes compressible rearfoot and forefoot
chambers in the outer sole to provide cushioning. Reebok plans to introduce
VizHex(TM) in late 1996, an upgrade of its HEXALITE technology which will give
consumers visible proof of cushioning effectiveness. In addition, the Company
recently introduced a new evolution of the DYNAMIC CUSHIONING technology
called DMX(TM), which utilizes a dynamic air flow system in the midsole to
provide heel and forefoot cushioning and comfort; walking shoes incorporating
this technology are currently being offered at retail. It is anticipated that
the DMX technology will be expanded into other footwear categories. The
Company has also continued to utilize in certain of its performance products
its INSTAPUMP(TM) technology, which provides custom fit and support to
lightweight performance shoes through use of an INSTAPUMP inflator containing
a carbon dioxide cartridge used to inflate the chambers instantly.

Marketing and Promotional Activities

The Reebok Division devotes substantial resources to advertising its
products to a variety of audiences through television, radio and print media
and utilizes its relationships with major sports figures in a variety of
sports to gain visibility for the REEBOK brand. A substantial advertising
program was pursued in 1995 with advertisements directed toward both the trade
and the ultimate consumer of REEBOK products. The major advertising campaigns
in 1995 included the "Under the Stars" campaign which ran internationally and
featured numerous Reebok endorsers such as Shaquille O'Neal, Shawn Kemp,
Emmitt Smith and Jurgen Klinsmann, the "Shaq v. Shaq" campaign featuring
National Basketball Association ("NBA") star Shaquille O'Neal, the "Moms"
series featuring the mothers of various premier NBA players telling nostalgic
stories about their sons, a National Football League ("NFL") campaign
featuring Reebok NFL endorsers such as Emmitt Smith, Ken Norton and Thurman
Thomas to promote Reebok's NFL Pro Line merchandise and REEBOK PRESEASON(R)
footwear and apparel, and a women's campaign featuring women athletes such as
Julie Foudy, Nancy Feagin and Manon Rheaume.

Substantial resources were devoted to promotional activities in 1995,
including endorsement agreements with athletes, teams, leagues and sports
federations, event sponsorships, in-store promotions and point-of-sale
materials. The Division continued its strategic push into the sports market,
gaining increased visibility on playing fields and sports arenas worldwide
through endorsement arrangements with such athletes as Shaquille O'Neal, with
whom Reebok markets a major signature line of footwear, apparel and
accessories featuring his distinctive logo. Other endorsements in basketball
come from professional players such as Muggsy Bogues, Kenny Anderson, Shawn
Kemp, Clyde Drexler, Nick Van Exel and Sam Cassell. Reebok also signed an
endorsement agreement with Glenn Robinson in 1995. In addition, in October
1995, Reebok entered into a multi-year license agreement with NBA Properties
which permits it to design and produce officially licensed NBA apparel
featuring NBA team logos.

To promote the sale of its cross training footwear, Reebok used
endorsements by prominent athletes such as NFL players Emmitt Smith, John
Elway, Ken Norton and Thurman Thomas, as well as Major League Baseball ("MLB")
players Frank Thomas and Carlos Baerga. To promote its cleated football and
baseball shoes, the Company also signed endorsement contracts with several
hundred MLB and NFL players, including numerous all-stars and players in both
the 1995 and 1996 Super Bowl games and the World Series.

The Company also has a multi-year agreement with NFL Properties under
which Reebok has been designated a "Pro Line" licensee for the U.S. and
international markets with the right to produce and market sideline apparel
bearing NFL team logos. REEBOK NFL Pro Line apparel is currently available at
retail stores. In addition, pursuant to this agreement, the coaching staff
and players of the San Francisco 49ers, Detroit Lions, Seattle Seahawks, and
New Orleans Saints wear REEBOK(R) sideline apparel and Reebok produces
uniforms for the Detroit Lions. In August 1995, Reebok expanded its roster of
NFL teams to include the New York Giants and the Carolina Panthers, two
additional teams for which Reebok supplied uniforms and sideline apparel.
This agreement was recently amended so that in 1996 Reebok will supply
uniforms and sideline apparel for the 49ers, Lions, Giants and Panthers and
sideline apparel for the Seahawks and Saints and, in 1997 the roster of

NFL teams will be expanded to include two additional teams, the Kansas City
Chiefs and the Houston Oilers, and Reebok will supply uniforms and sideline
apparel to all eight of these NFL teams. Reebok's Pro Line license with NFL
Properties complements the other agreements which Reebok has with the NFL and
NFL Properties, including its agreement with the NFL under which Reebok is an
official athletic footwear licensee, and its agreement with NFL Properties
under which Reebok is one of three league-wide sponsors of, and the exclusive
supplier of footwear and uniforms to, the NFL's World League of American
Football and supplies the sideline apparel to three of the six teams in the
League.

In soccer, Reebok has endorsement contracts with Gabriel Batistuta of
Fiorenta and the Argentinean national team, Ryan Giggs of Manchester United
and Wales, Dennis Bergkamp of Arsenal and the Netherlands, Jurgen Klinsmann of
Bayern Munich and Germany, and Guiseppe Signori of Lazio and Italy. Reebok
has also entered into sponsorship agreements with such soccer teams as
Fiorentina of Italy, Aston Villa and Bolton Wanderers of England, Borussia
Moenchengladbach of Germany, Bastia of France and Fluminese of Brazil. The
Company also recently signed a major sponsorship agreement with the Liverpool
Football Club, one of the world's best known club soccer teams. Tennis
promotions included endorsement contracts with well-known professionals
including Michael Chang, Venus Williams, Todd Martin, Pat Rafter, Arantxa
Sanchez-Vicario and Malivai Washington. Promotional efforts in running
included endorsement contracts with such well-known runners as Moses Kiptanui,
Elana Meyer, Sonia O'Sullivan, Arturo Barrios, Kim Batten and Marie Jose
Perec.

To promote its women's sports and fitness products, Reebok sponsored
athletes such as Rebecca Lobo, women's national basketball team member and
1995 Women's Athlete of the Year, Julie Foudy, of the U.S. national soccer
team, Liz Masakayan, pro beach volleyball player, Manon Rheaume, pro hockey
goalie and Nancy Feagin, world-class rock climber. Reebok also recently
signed an endorsement arrangement with Michelle Akers of the U.S. National
Soccer Team.

The Division also continued its promotional efforts in the fitness area.
Reebok fitness products and programming are featured on Fit TV, a new 24-hour
cable network, pursuant to a programming agreement. Aerobic promotional
activities in 1995 focused on the STEP REEBOK(R) Program, a step training
workout that is performed on an adjustable platform, and endorsements by
aerobics experts, such as Gin Miller. In addition, in 1995 Reebok continued
to promote the SLIDE REEBOK(TM) lateral motion training device, which provides
a lateral motion training workout, through endorsements by decathlete Dave
Johnson and figure skater Nancy Kerrigan. In the walking category, the
Company promoted its BODYWALK(SM) and WALK REEBOK(SM) fitness programs.
Reebok also recently introduced its VERSA TRAINING program designed to help
consumers meet their varied fitness goals with aerobic, strength and
flexibility workouts. These programs were complemented by the marketing and
sale of a line of REEBOK fitness videos.

To gain further visibility for the REEBOK brand, Reebok has also entered
into several key sport sponsorships including an arrangement under which
Reebok has been designated the official footwear and apparel sponsor of the
Russian Olympic Committee and the approximately 25 individual associated
Russian sports federations through the 1996 Atlanta Summer Olympic games. In
addition, the Company has entered into sponsorship

agreements with the International Amateur Athletic Federation, the
International Triathlon Union and the U.S. Gymnastics Federation, as well as
sponsorships of the soccer federations of Brazil and Uruguay. Reebok will
have a major presence at the 1996 Atlanta Summer Olympic games through
sponsorship agreements with the National Olympic Committees of Russia, Poland,
Ireland, Brazil, Jamaica, New Zealand and South Africa, and the track and
field federations of China, Belgium, The Netherlands, Portugal, Spain and
Sweden. Reebok is also outfitting the Olympic delegations of a number of
smaller countries through its developing nations program and is supplying
footwear to U.S. Olympic Team coaches and delegation officials. In addition,
Reebok is a supplier to the 1996 Centennial Olympic games supplying footwear
to employees and volunteers of the Atlanta Committee for the Olympic Games and
an official licensee for footwear and videos, and will be an official sponsor
of NBC's broadcast of the 1996 Summer Olympic games.

U.S. Operations

The Reebok Division's U.S. operations unit is responsible for all
footwear and apparel products sold in the United States by the Division.
Sales of footwear in the United States (including the Company's retail
operations) totalled approximately $1.405 billion in 1995, compared to $1.410
billion in 1994. REEBOK brand apparel sales (including GREG NORMAN(TM)
apparel) in the U.S. in 1995 totalled approximately $183.6 million, compared
to approximately $144.5 million in 1994.

In the U.S., the Reebok Division generally uses an employee sales force
for its principal product lines, although it utilizes independent sales
representatives for some of its specialty products, such as its REEBOK golf
products, its Boks(R) footwear line, and its equipment and other sports and
fitness products. Reebok's U.S. national sales staff and locally based sales
employees are supported by field service representatives employed by Reebok
who travel to assist in retail merchandising efforts and provide information
to consumers and retailers regarding the features of the Company's products.
There are also a number of promotional personnel who coordinate events and
promotions at a "grass roots" level to help enhance the image of the REEBOK
brand.

The Division's U.S. distribution strategy emphasizes high-quality
retailers and seeks to avoid lower-margin mass merchandisers and discount
outlets. REEBOK(R) footwear is distributed primarily through specialty
athletic retailers, sporting goods stores and department stores, with
specialty products, such as Boks footwear, golf products and equipment, also
being distributed in certain specialty channels. Distribution of the
Company's apparel line is predominantly through pro shops, health clubs and
department, sporting goods and specialty stores.

(A) The 1994 sales of the Company were adjusted on a pro forma basis to
reflect Tinley apparel sales in Avia sales. The Tinley division was
transferred to the Avia group from the Reebok Division during 1995. In order
to present amounts on a comparable basis, Tinley's apparel sales for 1994 have
been reclassified to Avia.

International Operations

In 1995, the Company moved the headquarters for its international
operations from London to the Company's corporate headquarters in Stoughton,
Massachusetts. The Reebok Division's international sales are now coordinated
from Stoughton, Massachusetts, which is also where the Division's regional
operations responsible for Latin America are located. There are also regional
offices in Lancaster, England which is responsible for Northern Europe, in
Munich, Germany which is responsible for Central Europe, in Paris, France
which is responsible for Southern Europe, in Denham Lock, England which is
responsible for the Middle East and Africa, and in Tokyo, Japan which is
responsible for Far East operations and India and is also supported by a
marketing team located Hong Kong. The Canadian operations of the Division are
managed through a wholly owned subsidiary headquartered outside of Toronto,
Canada. The Division markets REEBOK products internationally through wholly
owned subsidiaries in Austria, Belgium, Canada, France, Germany, The
Netherlands, Italy, Poland, Russia, Switzerland and the United Kingdom and
majority owned subsidiaries in Japan, China, India, South Korea, Spain and
South Africa. In 1995, Reebok established a majority owned subsidiary in
India to distribute its products in that country. In January, 1995, the
Company sold its interest in its Chile distributor, although the Company
continues to distribute its products through this distributor. REEBOK
products are also marketed internationally through 32 independent distributors
and minority owned joint ventures. The Company or its wholly owned U.K.
subsidiary holds partial ownership interests in 8 of these international
distributors, with its percentage of ownership ranging from 25 to 35 percent.
Through this international distribution network products bearing the REEBOK
brand are actively marketed internationally in approximately 140 countries and
territories. The Division's International operations unit also has small
design staffs which assist in the design of REEBOK footwear and apparel.

During 1995 the contribution of the Division's International operations
unit to overall sales of REEBOK(R) products (including GREG NORMAN(TM) apparel
and the Company's retail operations) increased to $1.395 billion from $1.253
billion in 1994 due to Reebok's increased market share in a growing world
market for athletic and casual footwear and apparel. These sales figures do
not, however, reflect the full wholesale value of all REEBOK products sold
outside the United States in 1995 because some of the Division's distributors
are not subsidiaries and thus their sales to retailers are not included in the
calculation of the Division's international sales. If the full wholesale
value of all international sales of REEBOK products are included, total sales
of REEBOK products outside the United States represent approximately $1.665
billion in wholesale value, consisting of approximately 36 million pairs of
shoes totalling approximately $1.227 billion in wholesale value of footwear
sold outside the United States in 1995 (compared with approximately 37 million
pairs totalling approximately $1.196 billion in 1994) and approximately $438
million in wholesale value of REEBOK apparel (including GREG NORMAN apparel)
sold outside the United States in 1995 (compared with approximately $340
million in 1994).

LICENSING AND EQUIPMENT

The Company has continued to expand its strategic trademark and
technology licensing program begun in 1991. This program is designed to
pursue opportunities for licensing the Company's trademarks, patents and other
intellectual property to third parties

for sporting goods and related products. The licensing program is focused on
expanding the REEBOK brand into new sports and fitness markets and enhancing
the reputation of the Company's brands and technologies. The Company has
pursued strategic alliances with licensees who Reebok believes are leaders and
innovators in their product categories and who share Reebok's commitment to
offering superior, innovative products. The Company believes that its
licensing program reinforces Reebok's reputation as a market leader.

The Company's licensing program includes such products as a full line of
athletic gloves, including baseball batting gloves, football gloves, running
gloves, court/racquetball gloves, fitness/weightlifting gloves, cycling
gloves, and soccer goalkeeper gloves, all featuring the REEBOK trademark and
Reebok's Performance Logo, a collection of REEBOK(R) performance sports
sunglasses, REEBOK basketballs, volleyballs and soccer balls, REEBOK weight
belts, both with and without Reebok's INSTAPUMP(TM) technology, CCM ice hockey
skates with INSTAPUMP(TM) technology, ski gloves with the INSTAPUMP(TM)
technology and a line of gymnastic apparel including replicas of the U.S.
Gymnastic Team uniforms. In 1995, Reebok also entered into a license
agreement with Callanen International to develop and market the Watch Reebok
collection of sport watches and an agreement with Power Bottle for REEBOK
water bottles.

In addition, as part of the Company's licensing program, infant and
toddler apparel and accessories are sold by the Haddad Organization under the
WEEBOK(R) trademark and a line of WEEBOK infant and toddler sunglasses is sold
by Baby Optics.

During 1995, Reebok and its video partner and licensee, Polygram
International produced, marketed and sold a line of REEBOK(R) fitness videos.
Through a licensee, Reebok also sells REEBOK(R) fitness audio tapes. In the
equipment area, the Company continued sales of its STEP REEBOK(R) platform and
SLIDE REEBOK(TM) lateral motion training device. In addition, in 1995 Reebok
entered into an arrangement with Sport Specific International to market the
Reebok(R) Sky Walker(TM) exercise product, a revolutionary cross-training
exercise machine. The Reebok Sky Walker product was introduced to health
clubs and fitness facilities in 1995. Reebok is in the process of developing
an in-home version of the product.

SPECIALTY BUSINESS GROUP

The Company's Specialty Business Group provides a focus for the
Company's other major brands and pursues markets outside Reebok's primary
focus. The Specialty Business Group includes the ROCKPORT brand, the GREG
NORMAN brand, as well as the Company's Avia subsidiary. The Group is also
responsible for the Company's retail operations.

GREG NORMAN(TM) Brand

The Company produces a collection of apparel marketed under the
GREG NORMAN(TM) name and logo. The GREG NORMAN Collection has grown from a
golf apparel line to a broader line of men's casual sportswear. The Company
intends to expand the GREG NORMAN brand further by offering a variety of
lifestyle products and expanding into international markets. The GREG NORMAN
brand is marketed through its

endorsement by pro golfer Greg Norman, and a marketing and advertising
campaign designed to emphasize his aggressive, bold, charismatic and "winning"
style. GREG NORMAN products are distributed principally at on-course pro-
shops, golf specialty stores and certain department and men's specialty stores
and are sold by a combination of independent and employee sales
representatives.

Rockport

The Company's Rockport subsidiary, headquartered in Marlboro,
Massachusetts, designs, manufactures and distributes specially engineered
comfort footwear for men and women worldwide. Designed to fully address the
different aspects of customers' lives, Rockport's product line includes
casual, dress, outdoor performance, golf and fitness walking shoes.

Net sales of ROCKPORT(R) products increased by approximately $53.6
million in 1995, to $368.1 million from $314.5 million in 1994.

In 1995 Rockport focused on brand-building activities with the
introduction of The Rockport {Proof} campaign. The Rockport {Proof} campaign
is an integrated marketing campaign that draws upon Rockport consumers'
loyalty and involvement with the brand to bring to life the authenticity and
performance of ROCKPORT shoes. This marketing program is based upon real
consumer experiences, ranging from the ordinary to the extraordinary, wearing
ROCKPORT(R) shoes. The Rockport {Proof} campaign is being used as the major
marketing platform for the entire brand in marketing activities ranging from
print advertising to public relations and retail promotions.

Rockport markets its products to authorized retailers throughout the
United States primarily through a locally based employee sales staff, although
Rockport utilizes independent sales agencies for certain products.
Internationally, Rockport markets its products through approximately 30
locally based distributors in approximately 48 foreign countries and
territories. A majority of the international distributors are either
subsidiaries of the Company or joint venture partners or independent
distributors which also sell REEBOK brand products.

Rockport distributes its products predominantly through selected higher-
quality national and local shoe store chains, department stores, independent
shoe stores, specialty clothing stores and outdoor outfitters, emphasizing
retailers that provide substantial point-of-sale assistance and carry a full
product line. Rockport also sells its products through independently owned
Rockport-dedicated retail shops, as well as Rockport concept or company
stores. See discussion under "Retail Stores" below. Rockport has not pursued
mass merchandisers or discount outlets for the distribution of its products.

Avia

Avia designs, develops and markets athletic footwear and apparel under
the AVIA(R) and TINLEY(R) brands. Net sales for Avia decreased from $158.2
million in 1994 to $129.6 million in 1995. In 1995 Avia refocused its
marketing efforts domestically to emphasize its core categories of women's
fitness (aerobics and cross training), running and walking. Avia markets and
sells activewear, technical apparel and bodywear for women under the AVIA
brand and technical apparel for men under the TINLEY brand.

Avia continues to use its FOM(R) technology, introduced in 1992, which
is designed to provide cushioning and increase comfort, and its Advanced
Cantilever System (ACS), designed to improve cushioning and stability, which
was developed as a significant update on Avia's patented CANTILEVER(R) sole.
Avia conducts ongoing research activities at its research, design and
development facility in Beaverton, Oregon, the site of Avia's corporate
headquarters.

Internationally, Avia distributes its products through wholly owned
subsidiaries of the Company in the U.K. and Germany and a joint venture in
Spain, and through a network of independent distributors which cover
approximately 50 foreign countries and territories.

Avia's principal retail accounts are specialty athletic footwear stores,
general sporting goods stores, shoe stores and department stores. Avia
generally seeks to ensure that its products are distributed to those retailers
that reflect the high quality and performance image of its footwear. Avia
also operates a number of factory direct retail stores. See discussion under
"Retail Stores" below.

Avia's marketing efforts include advertising in print and other media,
national and local retail and event promotions and product endorsements by
fitness professionals.

On January 17, 1996, the Company announced its intention to sell Avia in
order to focus on its core brands. During the fourth quarter of 1995, the
Company recorded a special charge of $33,699,000 (after-tax) to adjust the
carrying value of Avia to its estimated fair value on sale.

Retail Stores and Other Properties

The Company operates approximately 100 factory direct stores that
include Reebok, Rockport and Avia stores which sell a variety of footwear,
apparel and accessories marketed under the Company's various brands. The
Company intends to continue to open additional factory direct stores, although
its policy is to locate and operate these retail outlets in such a way as to
minimize disruption to its normal channels of distribution.

The Company also has REEBOK(R) or Planet Reebok "concept" or company
retail stores located in Boston, Massachusetts, New York City and King of
Prussia, Pennsylvania. The Company envisions its concept stores as a model
for innovative retailing of its products and as a potential proving ground for
testing new products and marketing/merchandising techniques. The stores sell
a wide selection of current, in-line REEBOK(R), Boks(R) and GREG NORMAN(TM)
footwear and apparel. Internationally, there are a number of REEBOK retail
stores owned by the Company, its subsidiaries or its independent distributors.
The Company continues to open retail stores either directly or through its
distributors in numerous international markets. Reebok retail shops are
expected to be an important means of launching the brand in new markets such
as China, India and Russia and in other international markets.

Rockport also has concept or company retail stores at Quincy Market in
Boston, Massachusetts, Newport, Rhode Island, King of Prussia, Pennsylvania
and New York City.

In 1992, Reebok entered into a partnership to develop and build a
REEBOK(SM) sports and fitness complex in New York City which opened in 1995.
The club is a premier sports and fitness club featuring a wide array of
fitness equipment, facilities and services in a luxurious atmosphere. The
club utilizes approximately 125,000 square feet and occupies 5 floors of the
new Lincoln Square project. A REEBOK(R) concept store is also located in the
building, as well as ROCKPORT and GREG NORMAN concept stores.

MANUFACTURING

Virtually all of the Company's products are produced by independent
manufacturers, almost all of which are outside the United States, except that
some of the Company's apparel and some of the component parts used in the
Company's footwear are sourced in the United States. Each of the Company's
operating units generally contracts with its manufacturers on a purchase order
basis, subject in most cases to the terms of a formal manufacturing agreement
between the Company and such manufacturers. All contract manufacturing is
performed in accordance with detailed specifications furnished by the
operating unit, subject to strict quality control standards, with a right to
reject products that do not meet specifications. To date, the Company has not
encountered any significant problem with product rejection or customer
returns. The Company generally considers its relationships with its contract
manufacturers to be good.

Footwear and Apparel

Indonesia, China, Thailand and the Philippines were the Company's
primary sources for footwear, accounting for approximately 35%, 31%, 15%, and
12%, respectively, of the Company's total footwear production during 1995.
The Company's largest manufacturer, which has several factory locations,
accounted for approximately 10% of the Company's total footwear production in
1995.

Reebok's wholly owned Hong Kong subsidiary, and a network of related
parties in China, Indonesia, Thailand, Taiwan, South Korea and the
Philippines, provide quality assurance, quality control, and inspection
services with respect to footwear purchased by the Reebok Division's U.S. and
International operations. In addition, this network of related

parties inspect certain components and materials purchased by unrelated
manufacturers for use in footwear production. The network of related parties
also facilitates the shipment of footwear from the shipping point to point of
destination, as well as arranging for the issuance to the unrelated footwear
manufacturers of letters of credit, which are the primary means used to pay
manufacturers for finished products. The Company's apparel group utilizes the
services of independent third parties, as well as the Company's Hong Kong
subsidiary and its network of related parties in the Far East, to assist in
the placement, inspection and shipment of apparel and accessories orders
internationally. Production of apparel in the United States is through
independent contractors which are retained and managed by the Company's
apparel group. Avia's products are also produced by independent contractors
which are retained and supervised by its employees. ROCKPORT products are
produced by independent contractors which are retained and managed through
country managers employed by Rockport. The remainder of the Company's order
placement, quality control and inspection work abroad is handled by a
combination of employees and independent contractors in the various countries
in which its products are made.

The principal materials used in the Company's footwear products are
leather, nylon, rubber, ethylvinyl acetate and polyurethane. Most of these
materials can be obtained from a number of sources, although a loss of supply
could temporarily disrupt production. Some of the component parts for the
Company's THE PUMP(TM) and INSTAPUMP(TM) technologies are obtained from a
single source, at the Company's election, in order to protect the
confidentiality of such technologies. The Company believes that such
component parts could be obtained from other sources, if necessary. If,
however, the source of supply for such component parts were changed, a
temporary disruption to production could result. The principal materials
used in the Company's apparel products are nylon, cotton, fleece and spandex.
These materials can be obtained from a number of sources.

The footwear products of the Company that are manufactured overseas and
shipped to the United States for sale are subject to U.S. Customs duties.
Duties on the footwear products imported by the Company range from 6% to 37.5%
(plus a unit charge in some cases of 90 cents), depending on whether the
principal component is leather or some other material and on the construction.
The Company and its subsidiaries are in discussions with the U.S. Customs
Service and certain foreign customs services about customs duty for certain
past importations. However, the Company does not expect to incur any material
additional liability as a consequence of any such discussions.

As with its international sales operations, the Company's footwear and
apparel production operations are subject to the usual risks of doing business
abroad, such as import duties, quotas and other threats to free trade, foreign
currency fluctuations and restrictions, labor unrest and political
instability. See "TRADE POLICY" below. The Company believes that it has the
ability to develop, over time, adequate substitute sources of supply for the
products obtained from present foreign suppliers. If, however, events should
prevent the Company from acquiring products from its suppliers in Indonesia,
China or Thailand, or significantly increase the cost to the Company of such
products, the Company's operations could be seriously disrupted until
alternative suppliers were found, with a significant negative financial
impact.

TRADE POLICY

For several years, imports from China to the U.S., including footwear,
have been threatened with higher or prohibitive tariff rates, either through
statutory action or intervention by the Executive Branch, due to concern over
China's trade policies, human rights, foreign weapons sales practices and its
foreign policy. Further debate on these issues is continuing in 1996. If
adverse action is taken with respect to imports from China, it could have an
adverse effect on some or all of the Company's product lines, which could
result in a negative financial impact. The Company has put in place
contingency plans which should allow it to diversify some of its sourcing to
countries other than China if any such adverse action occurred. In addition,
the Company does not believe that it would be more adversely impacted by any
such adverse action than its major competitors.

The European Union ("EU") imposed import quotas on certain footwear from
China in 1994. The effect of such quota scheme on Reebok has not been
significant because the quota scheme provides an exemption for certain higher-
priced special technology athletic footwear, which exemption is available for
most REEBOK and AVIA products. This quota scheme continued in 1995 with an
expanded exemption which lowers the price threshold for footwear covered by
the exemption and is expected to continue with such expanded exemption in
1996, and thus should permit continued supply of the European market.

The EU initiated a dumping case during 1995 against footwear from China,
Indonesia and Thailand. However, a broad exception for athletic footwear
covering most REEBOK and AVIA footwear has been incorporated in such action,
significantly reducing the potential exposure to the Company. Nevertheless,
if dumping duties are imposed, certain of the Company's product lines could be
affected adversely, although the Company does not believe that its products
will be more severely restricted than those of its major competitors.

Various other countries have taken steps to restrict footwear imports or
impose additional customs duties, which actions affect the Company as well as
other footwear importers. The Company, in conjunction with other footwear
importers, is aggressively challenging such restrictions. Such restrictions
have in some cases had a significant adverse effect on the Company's sales in
some of such countries, although they have not had a material adverse effect
on the Company as a whole.

PRINCIPAL PRODUCTS

Sales of the following categories of products contributed more than 10%
to the Company's total consolidated revenue in the years indicated: 1995,
footwear (approximately 81%) and apparel (approximately 18%); 1994, footwear
(approximately 88%) and apparel (approximately 12%); 1993, footwear
(approximately 88%) and apparel (approximately 11%).

TRADEMARKS AND OTHER PROPRIETARY RIGHTS

The Company believes that its trademarks, especially the REEBOK and
ROCKPORT trademarks, are of great value, and the Company is vigilant in
protecting them from

counterfeiting or infringement. Loss of the REEBOK or ROCKPORT trademark
rights could have a serious impact on the Company's business.

The Company also believes that its technologies and designs are of great
value and the Company is vigilant in procuring patents and enforcing its
patents and other proprietary rights in the United States and in other
countries.

WORKING CAPITAL ARRANGEMENTS

The Company has various arrangements with numerous banks which provide
an aggregate of approximately $838 million of uncommitted facilities,
substantially all of which are available to the Company's foreign
subsidiaries. Of this amount, $245 million is available for short-term
borrowings and bank overdrafts, with the remainder available for letters of
credit for inventory purchases. At December 31, 1995, approximately $212
million was outstanding for open letters of credit for inventory purchases, in
addition to approximately $67 million in notes payable to banks.

On October 31, 1995, the Company amended its existing $200 million
credit agreement by extending its term for an additional year until October
30, 1996 and decreasing the amount committed to $150 million, and also amended
its existing $100 million loan agreement to extend the term an additional year
until November 1, 2000 and to increase the amount committed to $150 million.

The Company can also issue up to $200 million of commercial paper which
is supported to the extent available by its revolving credit and loan
agreements, referred to above. As of December 31, 1995, the Company had no
commercial paper obligations outstanding.

Under its medium-term note program, in 1995 the Company issued an
aggregate principal amount of $130 million in medium term notes under an
Indenture dated September 15, 1988, as amended and restated by a First
Supplemental Indenture dated January 22, 1993. In September 1995, the Company
redeemed its $100 million 9 3/4% Debentures due September 15, 1998 and
replaced them with $100 million 6 3/4% Debentures due September 15, 2005.

SEASONALITY

Sales by the Company of athletic and casual footwear tend to be seasonal
in nature, with the strongest sales occurring in the third quarter. Apparel
sales also generally vary during the course of the year, with the greatest
demand occurring during the spring and fall seasons.

SINGLE CUSTOMER

There was no single customer of the Company that accounted for 10% or
more of the Company's net sales in 1995.

BACKLOG

The Company's backlog of orders at December 31, 1995 (many of which are
cancelable by the purchaser), totalled approximately $1.068 billion, compared
to $1.125 billion as of December 31, 1994. The Company expects that
substantially all of these orders will be shipped in 1996, although, as noted
above, many of these orders are cancelable. The backlog position is not
necessarily indicative of future sales because the ratio of future orders to
"at once" shipments and sales by Company owned retail stores may vary from
year to year.

COMPETITION AND COMPETITORS

Competition in sports and fitness footwear and apparel sales is intense.
Competitors include a number of sports and fitness footwear and apparel
companies, such as Nike, Adidas and others. Competition is very strong in
each of the sports and fitness footwear and apparel market segments, with new
entrants and established companies providing challenges in every category.

The casual footwear market into which the ROCKPORT(R) product lines fall
is also highly competitive. Some competitors are highly specialized, while
others have varied product lines, and some maintain their own retail outlets.
The Company believes that Rockport has a strong position in the walking shoe
market. Competition in this area, however, has intensified as the activity of
walking has grown in popularity and as athletic shoe companies have entered
the market. In addition, Rockport's DRESSPORTS(R) line competes with leading
makers of dress shoes.

The Company's other product lines also continue to confront strong
competition. The REEBOK(R) and AVIA(R) apparel lines compete with well-known
brands such as Nike and Adidas. The GREG NORMAN line competes with Tommy
Hilfiger, Ralph Lauren, Nautica and other makers of men's casual sportswear.

ISSUES AND UNCERTAINTIES

This report, 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. For discussion of the Company's
major competitors see "COMPETITION AND COMPETITORS" above.

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 product 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 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

At the end of 1995, the Company operated approximately 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.

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 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 international
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. See "TRADE POLICY" above.

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.

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 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.

EMPLOYEES

As of December 31, 1995, the Company had approximately 7000 employees in
all operating units. None of these employees is represented by a labor union.
The Company has never suffered a material interruption of business caused by
labor disputes with employees. Management considers employee relations to be
good.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS

Financial information pertaining to the Company's foreign and domestic
operations is set forth in note 14 to the Financial Statements included in
Item 14 and presented as a separate section of this report.

Executive Officers of the Registrant

The following information is submitted as to the executive officers of
the Company:

NAME AGE OFFICE HELD

Paul B. Fireman 52 President, Chief Executive Officer
and Chairman of the Board of
Directors

Paul R. Duncan 55 Executive Vice President, President
of the Specialty Business Group and
Director

Robert Meers 52 Executive Vice President, President
and Chief Executive Officer of the
Reebok Division and Director

Angel R. Martinez 40 Executive Vice President, President
and Chief Executive Officer of The
Rockport Company

Kenneth I. Watchmaker 53 Executive Vice President and Chief
Financial Officer

John B. Douglas III 42 Senior Vice President, Law, Human
Resources and Administration

Officers hold office until the first meeting of the Board of Directors
following the annual meeting of stockholders, or special meeting in lieu
thereof, and thereafter until their respective successors are chosen and
qualified.

Paul B. Fireman is the founder of the Company and has served as its
Chief Executive Officer since the Company's founding in 1979 and its Chairman
of the Board since 1986. Mr. Fireman served as President of the Company from
1979 to 1987 and was appointed again to that position in 1989. Mr. Fireman
has been a Director since 1979.

Paul R. Duncan has been an Executive Vice President of the Company since
February 1990 and a Director of the Company since March 1989. He was
appointed President of the Specialty Business Group in October 1995. From
June 1995 until October 1995, Mr. Duncan was Chief Operating Officer for the
Reebok Division. Prior to June 1995 Mr. Duncan was Executive Vice President
and Chief Financial Officer. Mr. Duncan joined the Company in 1985 as Senior
Vice President and Chief Financial Officer.

Robert Meers has been an Executive Vice President of the Company since
February 1994 and a Director of the Company since 1993. He was appointed
President and Chief Executive Officer of the Reebok Division in October 1995.
Prior to that, he was President of the Company's Specialty Business Group from
January 1994 to October 1995. Previously, Mr. Meers was President, U.S.
Operations of the Reebok Division from November 1990 to January 1993 and
President, U.S. and Canadian Operations of the Reebok Division from January
1993 until January 1994. Mr. Meers joined the Company in 1984.

Angel R. Martinez has been President and Chief Executive Officer of The
Rockport Company since August 1994. He has been an Executive Vice President
of the Company since February 1994. Prior to that, Mr. Martinez was the
President of the Fitness Division of the Company from September 1992 to
January 1994 and Executive Vice President of Marketing Services from January
1994 to August 1994, and prior to that he was Vice President for Business
Development of the Company for several years. Mr. Martinez joined the Company
in 1982.

Kenneth I. Watchmaker has been an Executive Vice President of the
Company since February 1994. He was appointed Chief Financial Officer of the
Company in June 1995. Previously, since February 1994, he was Executive Vice
President with responsibility for finance, footwear production and management
information systems. He joined the Company in July 1992 as Executive Vice
President, Operations and Finance, Reebok Division. Prior to joining Reebok,
Mr. Watchmaker was the partner in charge of audit services in the Boston
office of Ernst & Young.

John B. Douglas III has been a Senior Vice President of the Company
since February 1994, and was its General Counsel from 1986 until November
1995. He has been Senior Vice President, Law, Human Resources and
Administration since June 1995. Prior to that, he was Senior Vice President
of Law and Human Resources from June 1994 to June 1995, and Senior Vice
President and General Counsel from February 1994 to June 1994. Mr. Douglas
joined the Company in 1986 as Vice President and General Counsel.

Item 2. Properties.

The Company leases most of the properties that are used in its business.
Its corporate headquarters and the offices of the Reebok Division and its U.S.
Operations are located in office facilities in Stoughton, Massachusetts. At
its corporate headquarters the Company occupies under lease approximately
200,000 square feet of space. The Company signed a six-year lease in July
1989, with two three-year renewal options, for its principal facility at its
corporate headquarters. This lease was later amended to extend the term of
the lease until June 30, 1997, with the two three-year renewal options
thereafter. This facility and three other smaller facilities, one of which is
leased and the other two of which are owned by the Company, at the Company's
corporate headquarters are located approximately one mile from the Reebok
Division's U.S. Operations group's principal warehouse and distribution center
in Stoughton, which is owned by the Company and which contains approximately
450,000 total square feet of usable space. The Company is currently exploring
various alternative solutions to address its need for additional space at its
corporate headquarters. In 1994, the Company purchased a building in Avon,
Massachusetts containing approximately 400,000 square feet of space which it
uses as an office and warehouse. The Company also leases

approximately 330,000 square feet of space in Memphis, Tennessee and
approximately 380,000 square feet in Brockton, Massachusetts which it uses as
warehouse and distribution centers.

In 1993, Rockport purchased its corporate headquarters facility in
Marlboro, Massachusetts, containing approximately 80,000 square feet of floor
space. In 1995, Rockport completed construction of a distribution center of
approximately 285,000 usable square feet on approximately 140 acres of land in
Lancaster, Massachusetts which it purchased in 1992.

Avia extended its lease of a distribution facility of approximately
190,000 square feet in Wilsonville, Oregon, which now expires in 1999. Avia
also has a lease ending in 2003 for an approximately 55,000 square foot
facility in Beaverton, Oregon, where its corporate headquarters and research,
design and development facility are located.

In June 1993, the Company's wholly owned U.K. subsidiary, Reebok
International Limited, entered into a fifteen-year lease for the corporate
headquarters of the Company's International operations in Stockley Park,
London. The lease is for approximately 37,000 square feet of usable space,
with a renewal option for a term of up to fourteen years mandated by law.
This lease is guaranteed by the Company. In 1995, the Company decided to move
its international operations to Stoughton, Massachusetts and, as a result, a
decision was made to look for a third party to take over this lease. The
Company anticipates that it will assign the lease to a third party during
1996. The Company's U.K. subsidiary, Reebok International Limited, has moved
to a new corporate headquarters building in Denham Lock, London in March 1996,
for which it entered into a 7 year lease. The new 14,000 square foot
corporate headquarters building, will also house a showroom for use by the
Reebok sales force in Southern England.

The Company's wholly owned Canadian distribution subsidiary, Reebok
Canada Inc., leases an approximately 145,000 square foot office/warehouse
facility in Aurora, Ontario pursuant to a lease which expires in 1998.

The Company and its subsidiaries own and lease other warehouses,
offices, showrooms and retail and other facilities in the United States and in
various foreign countries to meet their space requirements. Except as
otherwise indicated, the Company believes that these arrangements are
satisfactory to meet its needs.

Item 3. Legal Proceedings.

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.

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. The Company is currently awaiting a decision on the appeal, which
it believes to be without merit.

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

Not applicable.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.

The Company's common stock is quoted on the New York Stock Exchange under the
symbol RBK. The following table, derived from data supplied by the NYSE, sets
forth the quarterly high and low sales prices during 1994 and 1995.

1995 1994
High Low High Low
- ---------------------------------------------------------------------------
First 39 5/8 33 5/8 35 3/4 29 3/4
Second 37 1/2 31 1/8 34 1/8 28 3/8
Third 37 7/8 32 7/8 38 5/8 29 1/8
Fourth 36 1/4 24 1/8 40 1/4 35 5/8
- ---------------------------------------------------------------------------

The number of record holders of the Company's common stock at December 31,
1995 was 8,064. Information regarding dividends is set forth under the
heading "Quarterly Results of Operations" in the Supplementary Data included
in Item 8 and presented as a separate section of this report.

Item 6. Selected Financial Data.

Amounts in thousands, except per share data
YEAR ENDED DECEMBER 31, 1995 1994 1993 1992 1991
- --------------------------------------------------------------------------------------------------------------------

Net sales $3,481,450 $3,280,418 $2,893,900 $3,022,627 $2,734,474
Income before income taxes 264,551 408,472 363,247 257,964 389,886
Net income 164,798 254,478 223,415 114,818 234,711
Net income per common share 2.07 3.02 2.53 1.24 2.37
Cash dividends per common share .30 .30 .30 .30 .30
Weighted average common and common
equivalent shares outstanding 79,487 84,311 88,348 92,697 98,958
- --------------------------------------------------------------------------------------------------------------------

Amounts in thousands
YEAR ENDED DECEMBER 31, 1995 1994 1993 1992 1991
- --------------------------------------------------------------------------------------------------------------------

Working capital $910,981 $831,856 $730,757 $682,342 $564,072
Total assets 1,656,223 1,649,461 1,391,711 1,345,346 1,422,283
Long-term debt 254,178 131,799 134,207 116,037 169,613
Stockholders' equity 895,289 990,505 846,617 838,656 823,537
- --------------------------------------------------------------------------------------------------------------------

Financial data for 1995 includes special charges ($44,934 after-tax) related
to the anticipated sale of the Avia subsidiary ($33,699 after-tax) and
facilities consolidation and severance and other related costs associated with
the streamlining of certain segments of the Company's operations ($11,235
after-tax).

Financial data for 1993 includes a special charge ($7,037 after-tax) related
to the sale of Ellesse U.S.A., Inc. and Boston Whaler, Inc.

Financial data for 1992 includes special charges ($135,439 after-tax)
principally related to the write-down of the Company's subsidiary, Avia Group
International, Inc., to estimated fair value and estimated losses from the
planned sales of Ellesse U.S.A., Inc. and Boston Whaler, Inc., and after-tax
gains of $17,967 from the sale of investments.

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.

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,
those discussed below and those described in Item 1 of this Annual Report on
Form 10-K under the heading "Issues and Uncertainties".

OPERATING RESULTS 1995

Net sales for the year ended December 31, 1995 increased by 6.1%, or
$201.0 million, to $3.482 billion from $3.280 billion in 1994. The Reebok
Division's worldwide sales were $2.984 billion, in 1995, an increase of 6.3%
from $2.808 billion in 1994. This increase was due to growth in the Reebok
Division's U.S. apparel sales as well as growth in International sales. The
Reebok Division's U.S. footwear sales decreased .4% to $1.405 billion from
$1.410 billion in 1994. The decrease was due primarily to decreases in sales
in the running, tennis and outdoor categories, which were offset in part by
sales increases in the walking, cleated and children's categories. The 1995
U.S. footwear sales comparison benefits from the fact that the Company
increased the number of Reebok owned retail stores as compared with a year
ago. At December 31, 1995, there were 66 stores in operation as compared with
45 at the end of 1994. Of the stores in operation, 62 are outlet stores with
the balance being full scale retail stores primarily used for testing retail
concepts. The Reebok outlet store business had a same store sales increase
for 1995 of 7.1%. The Reebok Division's U.S. apparel sales increased by 27.1%
to $183.6 million from $144.5 million(A) in 1994. The increase resulted
primarily from increases in licensed apparel, T-shirts and performance running
product. The Reebok Division's International sales (including both footwear
and apparel) were $1.395 billion in 1995, an increase of 11.3% from $1.253
billion in 1994. For the year ended December 31, 1995, slightly less than one
half of the International sales increase can be attributed to the impact of
the weaker dollar. On a local currency basis, Korea, Spain and the United
Kingdom had significant percentage increases in sales whereas Japan and Mexico
experienced a decline in sales.

Rockport's sales for 1995 increased by 17.0% to $368.1 million from
$314.5 million in 1994. All categories, except outdoor, increased in
comparison with the prior year. Sales of Rockport(R) product in Rockport
retail stores also contributed to the sales growth. At December 31, 1995,
there were 40 Rockport stores in operation as compared with 13 a year ago. Of
the stores in operation, 36 are outlet stores with the balance being full
scale retail stores primarily used for testing retail concepts.

(A) The 1994 sales were adjusted on a pro forma basis to reflect Tinley
apparel sales in Avia sales. The Tinley division was transferred to the Avia
group from Reebok during 1995. In order to present amounts on a comparable
basis, Tinley's apparel sales for 1994 have been reclassified to Avia.

Avia's sales for 1995 decreased by 18.1% to $129.6 million from $158.2
million in 1994. All categories except running had decreases from the prior
year.

Other income decreased in 1995 due mainly to losses on foreign exchange
transactions in 1995 compared to recognized gains in 1994. A decrease in
joint venture income also contributed to the decline in other income.

Gross margins declined from 40.1% in 1994 to 39.3% in 1995. U.S.
margins were unfavorably impacted by higher than normal markdowns taken on
excess inventory, as a result of a commitment to reduce inventory levels, a
trend which is expected to continue into 1996. Margins on International sales
were favorably impacted by exchange rate changes.

Selling, general and administrative expenses increased as a percentage
of sales from 27.1% in 1994 to 28.7% in 1995. During 1995 the Company
announced its intention to reduce planned expenditures in non-essential areas
with the primary impact being realized in the second half of the year. For
the full year, the increase in SG&A expenses was primarily the result of
increased investments in brand building expenses, including sports marketing
and on field presence, retail presence and the growth of the Company's retail
outlet stores. In addition, SG&A expenses increased by approximately $20
million due to a weaker dollar. In 1996, the Company intends to invest
incrementally in advertising with the introduction of its new brand campaign
"This is my planet."

The Company recorded special charges totaling $72.1 million in 1995. In
connection with the effort to reduce SG&A spending, a special charge of $18.0
million was recorded in the second quarter, principally related to facilities
consolidation and severance and other related costs associated with the
streamlining of certain segments of the Company's operations. In the fourth
quarter of 1995, the Company recorded a charge of $54.1 million to adjust the
carrying value of its Avia subsidiary to estimated fair value on sale. In
January, 1996, the Company announced its intention to sell Avia in order to
focus its resources on its core brands.

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

Interest expense increased from $16.5 million to $25.7 million in 1995
as a result of increased borrowings to finance working capital needs and the
Company's share repurchase program. During 1995, $225.5 million of the
Company's common stock was repurchased. On October 19, 1995, the Company's
Board of Directors authorized the repurchase of up to an additional $200
million in Reebok common stock in open market or privately-negotiated

transactions. This authorization was in addition to the share repurchase
programs of $200 million each adopted by the Company in July 1992, July 1993
and October 1994. At December 31, 1995, the Company had approximately $198.1
million available for future repurchases of its common stock under these
programs. As of December 31, 1995, the Company had repurchased 42,933,902
shares of its common stock at an average price of $23.25 per share since
April, 1991.

Year-to-year earnings per share comparisons benefited from the share
repurchase programs. Weighted average common shares outstanding for the year
ended December 31, 1995 declined to 79.5 million shares, compared to 84.3
million shares for the year ended December 31, 1994.

The Company's footwear and apparel production operations are subject to
the usual risks of doing business abroad, such as import duties, quotas and
other threats to free trade, foreign currency fluctuations, labor unrest and
political instability. The Company believes that it has the ability to
develop, over time, adequate substitute sources of supply for the products
obtained from present foreign suppliers. If, however, events should prevent
the Company from acquiring products from its suppliers in Indonesia, China, or
Thailand, or significantly increase the cost to the Company of such products,
the Company's operations could be seriously disrupted until alternative
suppliers are found.

The European Union ("EU") imposed import quotas on certain footwear from
China in 1994. The effect of such quota scheme on Reebok has not been
significant because the quota scheme provides an exemption for certain
higher-priced special technology athletic footwear, which exemption is
available for most REEBOK and AVIA products. This quota scheme continued in
1995 with an expanded exemption which lowers the price threshold for footwear
covered by the exemption and is expected to continue with such expanded
exemption in 1996, and thus should permit continued supply of the European
market.

Company's product lines could be affected adversely, although the Company does
not believe that its products will be more severely restricted than those of
its major competitors.

OPERATING RESULTS 1994

Net sales for the year increased by 13.4%, or $386.5 million, to $3.280
billion in 1994 from $2.894 billion in 1993. The Reebok Division's worldwide
sales were $2.813 billion, an increase of 13.4% from $2.48 billion in 1993.
This increase was due to growth in Reebok U.S. footwear and apparel sales as
well as International sales. Reebok U.S. footwear sales increased 10.9% to
$1.410 billion from $1.271 billion in 1993. The increase in Reebok Division's
U.S. footwear sales was attributed to increases in the outdoor, Classics,
Preseason(R), cleated and walking categories, which were partially offset by
decreases in the children's and basketball categories. The Reebok Division's
U.S. apparel sales increased by 19.7% to $150.1 million(B) from $125.4 million
in 1993. The Reebok Division's International sales (including both footwear
and apparel) were $1.253 billion in 1994, an increase of 15.7% from $1.083
billion in 1993, primarily due to increases in all countries except for France
and the Netherlands which experienced small decreases in sales. Changes in
foreign exchange rates increased Reebok Division's International net sales by
$9.3 million, or .9%.

Rockport sales reached a record level of $314.5 million in 1994, an
11.3% increase from $282.7 million in 1993. This increase was due to an
increase in the number of pairs shipped both in the U.S. and Internationally.
Avia sales increased by 16.5% to $152.6 million(B) from $131.0 million in 1993.
The increase in Avia's net sales was due to increases in both domestic and
International net sales, primarily attributed to increases in the walking and
cross training categories.

Other income increased mainly due to increased income from
partially-owned distributors as well as recognized gains of $.5 million on
foreign exchange transactions in 1994 compared to recognized losses of $4.6
million in 1993.

(B) As indicated above, the 1994 sales reflected in the section entitled
"Operating Results 1995" have been adjusted on a pro forma basis to reflect
Tinley apparel sales in Avia sales.

The decrease in gross margin from 40.6% in 1993 to 40.1% in 1994 was due
to lower margins in the Reebok Division's International business as a result
of the poor economic conditions in certain countries. The decrease was
partially offset by slightly increased margins in the Reebok Division's U.S.
footwear business.

Selling, general and administrative expenses increased as a percentage
of sales from 26.6% in 1993 to 27.1% in 1994 due in part to the continuing
increased investments in information systems as well as higher distribution
costs mainly associated with the opening of a new apparel distribution
facility in Memphis, Tennessee. The increased investments in information
systems are expected to continue over the next few years.

Net income in 1994 was higher than net income in 1993 partially as a
result of an additional pre-tax special charge of $8.5 million related to the
completion of the sales of Boston Whaler, Inc. ("Boston Whaler") and Ellesse
U.S.A., Inc. ("Ellesse"), which charge was recorded in 1993. This special
charge was in addition to losses previously recorded in December 1992, when
the Company announced its intention to sell these businesses.

Amortization of intangibles decreased because many of the intangible
assets attributable to the acquisition of Rockport in 1986 had a useful life
of seven years or less and became fully amortized in 1993.

Minority interest represents minority shareholders' proportionate share
of the net income of the Company's Japanese, Spanish and South African
subsidiaries.

Interest expense decreased in 1994 due to interest paid in 1993 on
certain prior years' state tax matters, as well as lower average interest
rates. Similarly, interest income decreased in 1994 due to interest received
in 1993 from the successful settlement of certain state tax matters.

The effective tax rate decreased from 38.5% in 1993 to 37.7% in 1994 due
primarily to a geographic change in the mix of worldwide income.

Year-to-year earnings per share comparisons benefited from the share
repurchase programs announced in July 1992 and July 1993. Weighted average
common shares outstanding for the year ended December 31, 1994 declined to
84.3 million shares, compared to 88.3 million shares for the year ended
December 31, 1993.

OPERATING RESULTS 1993

Net sales for the year decreased by 4.3%, or $128.7 million, to $2.894
billion in 1993 from $3.023 billion in 1992. On a pro forma basis, excluding
the 1992 results of operations of Boston Whaler and Ellesse (both of which
were sold and were excluded from 1993 results), net sales for the year
decreased by $49.6 million or 1.7%.

The Reebok Division's worldwide sales were $2.48 billion in 1993, a
decrease of 2.3% from $2.54 billion in 1992. This decrease was due entirely
to the Reebok Division's U.S. footwear sales which decreased 12.6% to $1.271
billion in 1993 from $1.455 billion in 1992, partially offset by an increase
in U.S. apparel sales and International sales. The decline in the Reebok
Division's U.S. footwear sales was attributed mainly to volume decreases in
the walking, basketball, aerobics and Boks(R) footwear categories, as well as
the negative impact of the Company's Centennial resale pricing program
(adopted effective January 1, 1993) on sales of certain Reebok(R) footwear
products. 1992's sales level for footwear and apparel reflected a
reclassification of $17.2 million from footwear to apparel for Weebok(R) and
golf apparel. The Reebok Division's U.S. apparel sales increased by 62.6% to
$125.4 million in 1993 from $77.1 million in 1992. The Reebok Division's
International sales (including both footwear and apparel) were $1.083 billion
in 1993, an increase of 7.5% from $1.008 billion in 1992, due primarily to
improved sales in the United Kingdom, Germany, several smaller European
countries, Canada and South America, and acquisition of a majority interest in
the Company's Spanish distributor effective January 1, 1993. Changes in
foreign exchange rates had a negative effect on the Reebok Division's
International net sales of $65.1 million, or 6.5%.

Rockport sales reached a record level of $282.7 million in 1993, a 5.7%
increase from $267.4 million in 1992. The increase was due to an increase in
the number of pairs of footwear shipped both in the U.S. and Internationally.
Avia sales decreased in 1993 by 3.8% to $131.0 million from $136.2 million in
1992. The decrease in net sales at Avia was due to declines in both domestic
and International net sales. The decline in domestic net sales was mainly due
to lower volume in the tennis and basketball categories, partially offset by
volume increases in the walking and cross training categories. The decline in
International net sales volume was partly attributed to a change in the
Canadian distribution from a wholly owned subsidiary to an independent
distributor which changed the recording of Canadian sales from a wholesale
basis to a royalty basis. International sales were also affected by a volume
decrease in Avia's Germany subsidiary, offset by volume increases in sales to
independent distributors.

The decrease in other income was mainly due to the inclusion in 1992 of
a non- recurring pre-tax gain of $29.6 million on the sale of CML Group, Inc.
("CML") common stock. The common stock was acquired from the exercise of
warrants which were obtained as part of the Company's 1989 purchase of Boston
Whaler. In addition, recognized losses on foreign exchange transactions in
1993 compared to recognized gains in 1992 reduced other income by $6.2
million.

Gross margin increased as a percentage of sales from 40.1% in 1992 to
40.6% in 1993. This improvement was due entirely to the exclusion in 1993 of
the operating results of businesses held for sale, which generally carried
lower gross margins. This improvement was offset in part by lower margins in
the Reebok Division's U.S. footwear operations, mainly because of higher
markdowns.

Selling, general and administrative expenses decreased as a percentage
of sales from 26.7% in 1992 to 26.6% in 1993. This decrease was due to lower
advertising expenditures partially offset by increased endorsements and sports
promotions in the Reebok Division. The decrease was also offset by the Reebok
Division's International operations, which generally carry higher general and
administrative costs, representing a larger proportion of sales volume and the
fixed nature of many of the expenses classified as general and administrative
costs.

During 1993, the Company recorded an additional pre-tax special charge
of $8.5 million related to the sales of Boston Whaler and Ellesse, which were
completed during the third quarter. This special charge was in addition to
the special charges previously recorded in December 1992, when the Company
announced its intention to sell these businesses.

Amortization of intangibles decreased due to the write-down of the
carrying value of Avia in the fourth quarter of 1992.

Minority interest represents the minority shareholders' proportionate
share of the net income of the Company's Japanese and Spanish subsidiaries.
Minority interest increased in 1993 due in part to the acquisition of a 51%
interest in Reebok's Spanish distributor as of January 1, 1993.

Interest expense increased in 1993 due to the higher average borrowing
levels throughout the year. Interest income increased due to interest
received from the successful settlement of certain prior years' state tax
matters.

The effective tax rate for the twelve months ended December 31 decreased
from 55.5% in 1992 to 38.5% in 1993. 1992's effective tax rate was abnormally
high because of certain special charges which are not deductible for tax
purposes. The Company's 1993 tax rate is more in line with the Company's
future expectations. The decrease in the tax rate in 1993 was also caused in
part by a change in the geographic mix of worldwide income partially offset by
an increase in the U.S. federal tax rate.

The higher level of net income in 1993 as compared with 1992 was a
result primarily of a plan adopted by the Company during December 1992 which
resulted in after-tax charges totaling $135.4 million ($1.46 per share).
Under the plan, the Company announced its intention to dispose of two
subsidiaries, Boston Whaler and Ellesse, a write-down of the carrying value of
its Avia subsidiary, and certain office relocation charges. The effect of the
special charge was reduced by the after-tax gain of $18.0 million ($.19 per
share) on the sale of common stock of CML obtained as part of the Company's
1989 purchase of Boston Whaler.

The Boston Whaler sale was completed on July 30, 1993 and the Ellesse
sale was completed on September 28, 1993. In connection with the sales, the
Company recorded an additional after-tax special charge of $7.0 million in
addition to the special charge recorded

in 1992. Income from operations (without the effect of the special charge)
for 1993 was $2.61 per share compared to $2.51 per share in 1992 (after
excluding the effect of the special charge and the gain on the sale of CML
common stock). If the special charge had taken place as of the beginning of
1992, then income from operations in 1992 would have been about $.18 per share
higher.

Year-to-year earnings per share comparisons benefited from the share
repurchase programs announced in July 1992 and July 1993. Weighted average
common shares outstanding for the year ended December 31, 1993 were 88.3
million, compared to 92.7 million for the year ended December 31, 1992.

BACKLOG

The overall backlog of open customer orders as of December 31, 1995 for
the Reebok(R) brand was down 1% from comparative levels as of December 31,
1994. The backlog position is not necessarily indicative of future sales
because the ratio of future orders to "at once" shipments and sales by Company
owned retail stores may vary from year to year. In addition, many of the
customer orders are cancelable.

LIQUIDITY AND SOURCES OF CAPITAL

The Company's financial position remains strong. Working capital
increased $79.1 million, or 9.5%, from the same period a year ago. The
current ratio at December 31, 1995, was 3.1 to 1, compared to 2.6 to 1 at
December 31, 1994.

Accounts receivable were $506.6 million at December 31, 1995, a decrease
of $25.9 million from year end 1994, despite increased fourth quarter sales.
At December 31, 1995, the Company's inventory was $635.0 million as compared
with $624.6 million at the end of 1994. The 1995 year end inventory levels
were actually lower than 1994 levels after adjustment for the impact of
currency, new retail store openings, and newly acquired subsidiaries. The net
assets held for sale of Avia have been classified as prepaid expenses and
other current assets and are not included in accounts receivable and inventory
at December 31, 1995.

During the twelve months ended December 31, 1995, net cash provided by
operating activities was $168.8 million, compared to $172.6 million and $142.5
million for the years ended December 31, 1994 and December 31, 1993,
respectively. During 1995, the Company issued a total of $130 million of
medium term notes for general corporate purposes, including the repurchase of
shares of the Company's common stock. On September 15, 1995, $100 million of
9.75% debentures were called and refinanced with $100 million of 6.75%
debentures issued on September 18, 1995. On October 31, 1995, the Company
amended existing revolving credit agreements totaling $300 million. The
Company's existing $100 million Loan Agreement was amended to extend the
commitment term an additional year until November 1, 2000 and to increase the
amount committed to

$150 million. The Company's existing $200 million Credit Agreement was
amended by extending the commitment term for an additional year to October 30,
1996 and reducing the amount committed to $150 million. Total committed
facilities remain at $300 million. At December 31, 1995, there were no
borrowings outstanding under these agreements. These agreements, to the
extent available, support the Company's commercial paper program under which
it can issue up to $200 million of commercial paper, a limit which was
increased from $125 million on February 15, 1996. Cash and cash equivalents
decreased by $3.5 million in 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
expectation set forth in the preceding sentence. Factors that might lead to
such a difference include, but are not limited to, the factors discussed
herein and, the matters discussed in Item 1 of this Annual Report on Form 10-K
under the heading "Issues and Uncertainties" 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
acquisitions, or that might reduce or eliminate the availability of external
financing sources.

During 1995, the Company privately issued equity put options as part of
its ongoing share repurchase program. These options provide the Company with
an additional source to supplement open market purchases of its common stock.
The options are priced based on the market value of the Company's stock at the
date of issuance. At December 31, 1995, 1.450 million shares of outstanding
common stock are subject to repurchase at an average price of $26.98 under the
terms and conditions of these options.

Lawsuits arise during the normal course of business. The Company does
not expect the outcome of any existing litigation to have a significant impact
on financial position or future results of operations.

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. Realized and unrealized gains and losses on
these contracts are included in net income except that gains and losses on
contracts which hedge specific foreign currency commitments are deferred and
accounted for as a part of the transaction.

The Company also uses forward currency exchange contracts to hedge
significant intercompany assets and liabilities denominated in other than the
functional currency. Contracts used to hedge intercompany balances are marked
to market and the resulting transaction gain or loss is included in the
determination of net income. Foreign currency gains or losses included in net
income for the years ended December 31, 1995, 1994 and 1993 were not
significant.

The Company has used forward exchange contracts as an element of its
risk management strategy for several years. Although forward exchange
contracts entail some

risk of non-performance by counterparties, the Company manages this risk by
establishing dollar and term limits (in total and by financial institution)
and also monitors the creditworthiness of the financial institutions with whom
derivatives are executed.

At December 31, 1995, the Company had forward currency exchange
contracts, all having maturities of less than one year, with a notional amount
aggregating $377,042. The contracts involved twelve different foreign
currencies. No single currency represented more than 25% of the aggregate
notional amount. The notional amount of contracts intended to hedge
merchandise purchases was $178,140. Deferred gains (losses) on these
contracts were not material at December 31, 1995 and 1994.

Item 8. Financial Statements and Supplementary Data.

The information required by this Item is submitted as a separate section
of this report.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

Not applicable.

PART III

Item 10. Directors and Executive Officers of the Registrant.

The information required by this Item with respect to the Registrant's
directors is incorporated herein by reference from the definitive Proxy
Statement for the Annual Meeting of Shareholders to be held on May 7, 1996,
which will be filed with the Securities Exchange Commission on or before March
29, 1996 (the "1996 Proxy Statement"), under the headings "Information with
Respect to Nominees", "Executive Compensation", "Transactions with Management
and Affiliates" and "Compliance with Section 16(a) of the Securities Exchange
Act of 1934". Information called for by this Item with respect to the
registrant's executive officers is set forth under "Executive Officers of
Registrant" in Item 1 of this report.

Item 11. Executive Compensation.

The information required by this Item is incorporated herein by
reference from the 1996 Proxy Statement under the headings "Compensation of
Directors", "Executive Compensation", "Supplemental Executive Retirement
Plan", "Employee Agreements", "Report of Compensation Committee on Executive
Compensation" and "Performance Graphs".

Item 12. Security Ownership of Certain Beneficial Owners and Management.

The information required by this Item is incorporated herein by
reference from the 1996 Proxy Statement under the heading "Beneficial
Ownership of Shares".

Item 13. Certain Relationships and Related Transactions.

The information required by this Item is incorporated herein by
reference from the 1996 Proxy Statement under the heading "Transactions with
Management and Affiliates".

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)(1) and (2) List of Financial Statements and Financial Statement
Schedules.

1. Financial Statements

The following consolidated financial statements are included in Item 8
and presented as a separate section of this report:

Form 10-K
Page

Consolidated Balance Sheets at
December 31, 1995 and 1994 F-2

For each of the three years ended
December 31, 1995, 1994 and 1993:

Consolidated Statements of
Income F-3

Consolidated Statements of
Stockholders' Equity F-4

Consolidated Statements of
Cash Flows F-5

Notes to Consolidated Financial
Statements F-6 - F-16

2. Financial Statement Schedule

The following consolidated financial statement schedule of Reebok
International Ltd. is included in Item 14(d) and presented as a separate
section of this report:

Form 10-K
Page

Schedule II - Valuation and Qualifying
Accounts F-19

All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable, and therefore have been omitted.

(a)3. Exhibits

Listed below are all the Exhibits filed as part of this report. Certain
Exhibits are incorporated by reference from documents previously filed by the
Company with the Securities and Exchange Commission pursuant to Rule 12b-32
under the Securities Exchange Act of 1934, as amended.

Exhibit

(3) Articles of incorporation and by-laws.

3.1 Restated Articles of Organization of the Company, as amended 1

3.2 By-laws, as amended 5, 6, 8

(4) Instruments defining the rights of security holders, including
indentures.

4.1 Indenture, dated as of September 15, 1988, as amended and restated
by the First Supplemental Indenture, dated as of January 22, 1993,
between Reebok International Ltd. and Citibank N.A., as Trustee 4, 12

4.2 Common Stock Rights Agreement dated as of June 14, 1990 between
the Company and The First National Bank of Boston, as Rights
Agent, as
amended 7, 9, 10

(10) Material Contracts.

10.1 Distributorship Agreement between Reebok International Limited and
the Company 2

10.2 Trademark License Agreement between Reebok International Limited
and the Company 2

10.3 Continuing Letter of Credit Agreement, dated August 1, 1989,
between the Company and State Street Bank and Trust Company; and
Letter Agreement between The Rockport Company, Inc. and Norwest
Bank, Master Security Agreement for Irrevocable Documentary
Letters of Credit and Guarantee of the Company, all dated August
1, 1989 6

10.4 Lease Agreement, dated March 1, 1988, as amended, between Reebok
International Ltd. and North Stoughton Industrial Park Development
Trust 5, 15

10.5 Purchase and Sale Agreement between Reebok International Ltd. and
Pentland Group plc dated March 8, 1991 8

10.6 Agreements with various banks in Hong Kong reflecting arrangements
for letter of credit facilities 8

10.7 Third Amended and Restated Master Agreement between the Company
and Bank of America Oregon dated as of July 1, 1993, as amended 15

10.8 $200,000,000 Credit Agreement and $100,000,000 Loan Agreement,
each dated as of November 1, 1994, among the Company, the Lenders
named therein and Credit Suisse as Administrative Agent and
Arranger, as amended by Amendment No. 1 dated October 31, 1995, to
the Credit Agreement and Amendment No. 1 dated October 31, 1995,
to the Loan Agreement 13, 16

Management Contracts and Compensatory Plans.

10.9 Reebok International Ltd. 1994 Equity Incentive Plan 15

10.10 Reebok International Ltd. Equity and Deferred Compensation Plan
for Directors 15

10.11 Reebok International Ltd. 1985 Stock Option Plan, as amended 11

10.12 Reebok International Ltd. 1987 Stock Option Plan for Directors,
as amended 12

10.13 Reebok International Ltd. 1987 Stock Bonus Plan 3

10.14 Reebok International Ltd. Excess Benefits Plan 8

10.15 Reebok International Ltd. Supplemental Executive Retirement Plan

10.16 Reebok International Ltd. Executive Performance Incentive Plan

10.17 Stock Option Agreement with Paul B. Fireman 8

10.18 Split-Dollar Life Insurance Agreement with Paul B. Fireman 11

10.19 Contingent Severance Agreement with Paul R. Duncan 6

10.20 Change of Control Agreement with John B. Douglas III 12

10.21 Employment Agreement with Kenneth Watchmaker 12

10.22 Change of Control Agreement with Kenneth Watchmaker 12

10.23 Supplemental Retirement Program for Kenneth Watchmaker 12

10.24 Contingent Severance Agreement with Angel Martinez 14

10.25 Lease with Angel Martinez 14

10.26 Amendment dated October 30, 1995 to Lease with Angel Martinez

(11) Statement Re Computation of Per Share Earnings.

(12) Statement Re Computation of Ratio of Earnings to Fixed Charges.

(21) Subsidiaries.

21.1 List of Subsidiaries of the Company

(23) Consents of experts and counsel.

23.1 The consent of Ernst & Young LLP

(b) Reports on Form 8-K.

None.

The response to this portion of Item 14 is submitted as a separate
section of this report.

(d) Financial Statement Schedules.

The response to this portion of Item 14 is submitted as a separate
section of this report.

(27) Financial Data Schedule

1 Filed as an Exhibit to Reebok International Ltd. Form 10-K dated March
30, 1987 and incorporated by reference herein and as an Exhibit to
Registration Statement No. 11-13370 and incorporated by reference
herein.

2 Filed as an Exhibit to Registration Statement No. 2-98367 and
incorporated by reference herein.

3 Filed as an Exhibit to Reebok International Ltd. Form 10-K dated March
28, 1988 and incorporated by reference herein.

4 Filed as an Exhibit to Reebok International Ltd. Form 8-K filed on
September 29, 1988 and incorporated by reference herein.

5 Filed as an Exhibit to Reebok International Ltd. Form 10-K dated March
30, 1989 and incorporated by reference herein.

6 Filed as an Exhibit to Reebok International Ltd. Form 10-K dated March
26, 1990 and incorporated by reference herein.

7 Filed as an Exhibit to Reebok International Ltd. Form 8-A filed on July
31, 1990 and incorporated by reference herein.

8 Filed as an Exhibit to Reebok International Ltd. Form 10-K dated March
28, 1991 and incorporated by reference herein.

9 Filed as an Exhibit to Reebok International Ltd. Form 8 Amendment to
Registration Statement on Form 8-A filed on April 4, 1991 and
incorporated by reference herein.

10 Filed as an Exhibit to Reebok International Ltd. Form 8 Amendment to
Registration Statement on Form 8-A filed on December 13, 1991 and
incorporated by reference herein.

11 Filed as an Exhibit to Reebok International Ltd. Form 10-K dated March
27, 1992 and incorporated by reference herein.

12 Filed as an Exhibit to Reebok International Ltd. Form 10-K dated March
26, 1993 and incorporated by reference herein.

13 Filed as an Exhibit to Reebok International Ltd. Form 10-Q for the
quarter ended September 30, 1994 and incorporated by reference herein.

14 Filed as an Exhibit to Reebok International Ltd. Form 10-K dated
February 15, 1994 and incorporated by reference herein.

15 Filed as an Exhibit to Reebok International Ltd. Form 10-K dated March
30, 1995 and incorporated by reference herein.

16 Filed as an Exhibit to Reebok International Ltd. Form 10-Q for the
quarter ended September 30, 1995 and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

REEBOK INTERNATIONAL LTD.

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

Dated: March 29, 1996

Pursuant to the requirements of the Securities Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.

/s/ PAUL FIREMAN
Paul Fireman
Director, Chairman of the Board
and President
(Chief Executive Officer)

/s/ KENNETH I. WATCHMAKER
Kenneth I. Watchmaker
Executive Vice President and Chief Financial Officer
(Chief Financial and Accounting Officer)

/s/ PAUL R. DUNCAN
Paul R. Duncan
Executive Vice President
Director

/s/ ROBERT MEERS
Robert Meers
Executive Vice President
Director

Jill E. Barad
Director

Daniel E. Gill
Director

/s/ WILLIAM F. GLAVIN
William F. Glavin
Director

/s/ MANNIE L. JACKSON
Mannie L. Jackson
Director

/s/ BERTRAM M. LEE, SR.
Bertram M. Lee, Sr.
Director

/s/ RICHARD G. LESSER
Richard G. Lesser
Director

/s/ WILLIAM M. MARCUS
William M. Marcus
Director

/s/ GEOFFREY NUNES
Geoffrey Nunes
Director

/s/ JOHN A. QUELCH
John A. Quelch
Director

Dated: March 29, 1996

ITEMS 8, 14(C) AND (D)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CERTAIN EXHIBITS
FINANCIAL STATEMENT SCHEDULES

Report of Ernst & Young LLP, Independent Auditors

Board of Directors and Stockholders
Reebok International Ltd.
Stoughton, Massachusetts

We have audited the accompanying consolidated balance sheets of Reebok
International Ltd. and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of income, stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 1995. Our
audits also included the financial statement schedule listed in the Index at
Item 14(a). These financial statements and schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these financial statements and schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Reebok International Ltd. and subsidiaries at December 31, 1995 and 1994,
and the consolidated results of their operations and their cash flows for each
of the three years in the period ended December 31, 1995, in conformity with
generally accepted accounting principles. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.

ERNST & YOUNG LLP

/S/ ERNST & YOUNG LLP

Boston, Massachusetts
January 30, 1996

REEBOK INTERNATIONAL LTD.
Consolidated Balance Sheets
Amounts in thousands, except share data
DECEMBER 31 1995 1994
- ------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 80,393 $ 83,936
Accounts receivable, net of allowance for
doubtful accounts (1995, $46,401; 1994, $44,862) 506,563 532,475
Inventory 635,012 624,625
Deferred income taxes 75,543 66,456
Prepaid expenses and other current assets 45,418 29,952
------------------------
Total current assets 1,342,929 1,337,444
------------------------
Property and equipment, net 192,033 164,848
Non-current assets:
Intangibles, net of amortization 64,436 96,196
Deferred income taxes 2,910
Other 56,825 48,063
------------------------
121,261 147,169
------------------------
$1,656,223 $1,649,461
------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable to banks $ 66,682 $ 63,837
Current portion of long-term debt 946 5,190
Accounts payable 166,037 170,622
Accrued expenses 144,585 157,479
Income taxes payable 47,956 102,392
Dividends payable 5,742 6,068
------------------------
Total current liabilities 431,948 505,588
------------------------
Long-term debt, net of current portion 254,178 131,799
Deferred income taxes 4,604
Minority interest 31,081 21,569
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 111,015,133 shares in 1995,
117,155,611 shares in 1994 1,096 1,172
Additional paid-in capital 167,953
Retained earnings 1,487,006 1,428,058
Less 36,210,902 shares in treasury at cost (603,241) (603,241)
Unearned compensation (1,208) (2,598)
Foreign currency translation adjustment 11,636 (839)
------------------------
895,289 990,505
------------------------
$1,656,223 $1,649,461
- ------------------------------------------------------------------------------
The accompanying notes are an integral part of the consolidated financial
statements.

REEBOK INTERNATIONAL LTD.
Consolidated Statements of Income
Amounts in thousands, except per share data
YEAR ENDED DECEMBER 31 1995 1994 1993
- ------------------------------------------------------------------------------
Net sales $3,481,450 $3,280,418 $2,893,900
Other income 3,126 7,165 33
--------------------------------------
3,484,576 3,287,583 2,893,933
--------------------------------------
Costs and expenses:
Cost of sales 2,114,084 1,966,138 1,719,869
Selling, general and administrative
expenses 999,731 889,590 769,744
Special charges 72,098 8,449
Amortization of intangibles 4,067 4,345 10,052
Minority interest 11,423 8,896 8,261
Interest expense 25,725 16,515 25,021
Interest income (7,103) (6,373) (10,710)
--------------------------------------
3,220,025 2,879,111 2,530,686
--------------------------------------
Income before income taxes 264,551 408,472 363,247
Income taxes 99,753 153,994 139,832
--------------------------------------
Net income $164,798 $254,478 $223,415
--------------------------------------
Net income per common share $2.07 $3.02 $2.53
--------------------------------------
Dividends per common share $0.30 $0.30 $0.30
--------------------------------------
Weighted average common and common
equivalent shares outstanding 79,487 84,311 88,348
- ------------------------------------------------------------------------------
The accompanying notes are an integral part of the consolidated financial
statements.

REEBOK INTERNATIONAL LTD.

Consolidated Statements of Stockholders' Equity
Foreign
Common Stock Additional Unearned Currency
Paid-in Retained Treasury Compen- Translation
Dollar amounts in thousands Shares Par Value Capital Earnings Stock sation Adjustment
- -----------------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 1992 125,574,291 $ 1,256 $ 448,056 $1,000,615 $ (603,241) $ (611) $ (7,419)
Net income 223,415
Adjustment for foreign
currency translation (5,726)
Issuance of shares to certain employees 102,400 1 2,956 (2,957)
Amortization of unearned compensation 292
Shares repurchased and retired (6,235,100) (62) (193,959)
Shares issued under employee
stock purchase plans 149,977 1 3,493
Shares issued upon exercise of stock options 310,730 3 4,648
Income tax reductions relating to
exercise of stock options 1,696
Dividends declared (25,840)
- -----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1993 119,902,298 1,199 266,890 1,198,190 (603,241) (3,276) (13,145)
- -----------------------------------------------------------------------------------------------------------------------------------
Net income 254,478
Adjustment for foreign currency translation 12,306
Issuance of shares to certain employees 19,293 611 (611)
Amortization of unearned compensation 827
Shares repurchased and retired (3,261,200) (33) (112,105)
Shares retired (16,000) (462) 462
Shares issued under employee
stock purchase plans 158,965 2 4,082
Shares issued upon exercise of stock options 352,255 4 6,172
Income tax reductions relating to
exercise of stock options 2,765
Dividends declared (24,610)
- -----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1994 117,155,611 1,172 167,953 1,428,058 (603,241) (2,598) (839)
- -----------------------------------------------------------------------------------------------------------------------------------
Net income 164,798
Adjustment for foreign currency translation 12,475
Issuance of shares to certain employees 43,545 1,558 (1,558)
Amortization of unearned compensation 1,008
Shares repurchased and retired (6,639,600) (66) (182,569) (42,835)
Shares retired (67,200) (1) (1,385) (554) 1,940
Shares issued under employee
stock purchase plans 161,377 2 4,253
Shares issued upon exercise of stock options 361,400 4 6,004
Put option contracts outstanding (15) (39,108)
Premium received from unexercised
equity put options 3,233
Income tax reductions relating
to exercise of stock options 953
Dividends declared (23,353)
Balance, December 31, 1995 111,015,133 $ 1,096 $ 0 $1,487,006 $ (603,241) $ (1,208) $ 11,636
- -----------------------------------------------------------------------------------------------------------------------------------

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

REEBOK INTERNATIONAL LTD.
Consolidated Statements of Cash Flows
Amounts in thousands
YEAR ENDED DECEMBER 31 1995 1994 1993
- ------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $164,798 $254,478 $223,415
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 34,504 32,228 25,209
Amortization of intangibles 4,067 4,345 10,052
Minority interest 11,423 8,896 8,261
Amortization of unearned compensation 1,008 827 292
Deferred income taxes (1,573) (13,332) 17,470
Special charges 62,743 8,449
Changes in operating assets and liabilities,
exclusive of those arising from business
acquisitions:
Accounts receivable 16,157 (64,786) (44,682)
Inventory (29,531) (81,948) (84,020)
Prepaid expenses 7,841 (7,752) 2,023
Other (21,715) (15,789) (23,012)
Accounts payable and accrued expenses (25,327) 35,211 6,035
Income taxes payable (55,553) 20,236 (6,959)
-------------------------------
Total adjustments 4,044 (81,864) (80,882)
-------------------------------
Net cash provided by operating activities 168,842 172,614 142,533
-------------------------------
Cash flows from investing activities:
Payments to acquire property and equipment (63,610) (61,839) (26,628)
Payments for business acquisitions, net of
cash acquired (4,297) (10,321)
Proceeds from sale of businesses held for sale 36,500
-------------------------------
Net cash used for investing activities (63,610) (66,136) (449)
-------------------------------
Cash flows from financing activities:
Net borrowings of notes payable to banks 2,426 37,148 19,961
Proceeds from issuance of common stock to
employees 11,216 13,025 9,841
Dividends paid (23,679) (24,827) (26,276)
Repayments of long-term debt (112,445) (2,585) (4,351)
Proceeds from long-term debt 230,000 20,000
Proceeds from premium on equity put options 3,233
Repurchases of common stock (225,470) (112,138) (194,021)
-------------------------------
Net cash used for financing activities (114,719) (89,377) (174,846)
-------------------------------
Effect of exchange rate changes on cash 5,944 (12,512) 6,723
-------------------------------
Net increase (decrease) in cash and cash
equivalents (3,543) 4,589 (26,039)
-------------------------------
Cash and cash equivalents at beginning of year 83,936 79,347 105,386
-------------------------------
Cash and cash equivalents at end of year $ 80,393 $ 83,936 $ 79,347
-------------------------------
Supplemental disclosures of cash flow
information:
Interest paid $ 23,962 $ 19,135 $ 24,348
Income taxes paid 152,690 135,060 132,456
- ------------------------------------------------------------------------------
The accompanying notes are an integral part of the consolidated financial
statements.

REEBOK INTERNATIONAL LTD.
Notes to Consolidated Financial Statements
Dollar amounts in thousands, except per share data

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS ACTIVITY
The Company and its subsidiaries design and market sports and fitness
products, including footwear and apparel, as well as footwear and apparel for
non-athletic "casual" use, under various trademarks, including REEBOK, WEEBOK,
THE PUMP, INSTAPUMP, Boks, the GREG NORMAN Logo, AVIA, ROCKPORT, and TINLEY.

PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the amounts of the Company and
its subsidiaries. All significant intercompany transactions and accounts are
eliminated in consolidation.

USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.

RECOGNITION OF REVENUES
Sales are recognized upon shipment of products.

ADVERTISING
Advertising production costs are expensed the first time the advertisement is
run. Media (TV and print) placement costs are expensed in the month the
advertising appears. Advertising expense (including cooperative advertising)
amounted to $157,573, $163,210 and $158,318 for the years ended December 31,
1995, 1994 and 1993, respectively.

ACCOUNTING FOR STOCK-BASED COMPENSATION
The Company accounts for its stock compensation arrangements under the
provisions of APB25, "Accounting for Stock Issued to Employees," and intends
to continue to do so.

CASH EQUIVALENTS
Cash equivalents are defined as highly liquid investments with maturities of
three months or less at date of purchase.

INVENTORY VALUATION
Inventory, substantially all finished goods, is recorded at the lower of cost
(first-in, first-out method) or market.

PROPERTY AND EQUIPMENT AND DEPRECIATION
Property and equipment are stated at cost. Depreciation is computed
principally on the straight line method over the assets' estimated useful
lives. Leasehold improvements are amortized over the shorter of the lease
term or the estimated useful lives of the assets.

Dollar amounts in thousands, except per share data

INTANGIBLES
Excess purchase price over the fair value of assets acquired is amortized
using the straight line method over periods ranging from 5 to 40 years. Other
intangibles are amortized using the straight line method over periods ranging
from 3 to 40 years.

FOREIGN CURRENCY TRANSLATION
Assets and liabilities of most of the Company's foreign subsidiaries are
translated at current exchange rates. Revenues, costs and expenses are
translated at the average exchange rates for the period. Translation
adjustments resulting from changes in exchange rates are reported as a
separate component of stockholders' equity. Other foreign currency
transaction gains and losses are included in the determination of net income.

For those foreign subsidiaries operating in a highly inflationary economy or
having the U.S. dollar as their functional currency, net nonmonetary assets
are translated at historical rates and net monetary assets are translated at
current rates. Translation adjustments are included in the determination of
net income.

INCOME TAXES
The Company accounts for income taxes in accordance with FASB Statement No.
109 "Accounting for Income Taxes" ("Statement 109"). Tax provisions and
credits are recorded at statutory rates for taxable items included in the
consolidated statements of income regardless of the period for which such
items are reported for tax purposes. Deferred income taxes are recognized for
temporary differences between financial statement and income tax bases of
assets and liabilities for which income tax benefits will be realized in
future years.

NET INCOME PER COMMON SHARE
Net income per common share is computed based on the weighted average number
of common and common equivalent shares outstanding and the dilutive effect of
equity put options, if applicable.

2. SPECIAL CHARGES

The Company recorded special charges totaling $72,098 in 1995. 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. In connection with the anticipated sale of the Company's Avia
subsidiary, the Company recorded a special charge of $54,064 in the fourth
quarter of 1995 to adjust the carrying value of Avia to its estimated fair
value on sale. The after-tax effect of this write- down was $33,699 or $0.44
per share. The sale of Boston Whaler was completed on July 30, 1993 and the
sale of Ellesse was completed on September 28, 1993. In connection with these
sales, the Company recorded a pre-tax special charge of $8,499 in 1993.

Dollar amounts in thousands, except per share data

3. PROPERTY AND EQUIPMENT

- -----------------------------------------------------------------------------
Property and equipment consist of the following:
DECEMBER 31 1995 1994
- -----------------------------------------------------------------------------
Land $32,226 $32,243
Buildings 67,233 60,440
Machinery and equipment 189,731 156,046
Leasehold improvements 46,654 34,506
- -----------------------------------------------------------------------------
335,844 283,235
Less accumulated depreciation
and amortization 143,811 118,387
- -----------------------------------------------------------------------------
$192,033 $164,848
- -----------------------------------------------------------------------------

4. INTANGIBLES

- -----------------------------------------------------------------------------
Intangibles consist of the following:
DECEMBER 31 1995 1994
- -----------------------------------------------------------------------------
Excess of purchase price over fair value
of assets acquired (net of accumulated
amortization of $130,925 in 1995 and
$128,545 in 1994) $20,698 $49,811
Other intangible assets:
Purchased technology 52,827 52,827
Company tradename and
trademarks 49,144 50,104
Other 13,693 13,693
- -----------------------------------------------------------------------------
115,664 116,624
Less accumulated amortization 71,926 70,239
- -----------------------------------------------------------------------------
43,738 46,385
- -----------------------------------------------------------------------------
$64,436 $96,196
- -----------------------------------------------------------------------------

In connection with the special charge recorded in the fourth quarter of 1995
(see note 2), the Company wrote-off the remaining $28,461 of excess purchase
price over fair value of assets acquired relating to Avia.

5. SHORT-TERM BORROWINGS

The Company has various arrangements with numerous banks which provide an
aggregate of approximately $838,000 of uncommitted facilities, substantially
all of which are available to the Company's foreign subsidiaries. Of this
amount, $245,000 is available for short-term borrowings and bank overdrafts,
with the remainder available for letters of credit for inventory purchases.
In addition

Dollar amounts in thousands, except per share data

to amounts reported as notes payable to banks, approximately $212,000 was
outstanding for open letters of credit for inventory purchases at December 31,
1995.

On October 31, 1995, the Company amended existing revolving credit agreements
totaling $300,000. The Company's existing $100,000 Loan Agreement was amended
to extend the commitment term an additional year until November 1, 2000 and to
increase the amount committed to $150,000. The Company's existing $200,000
Credit Agreement was amended by extending the commitment term for an
additional year to October 30, 1996 and reducing the amount committed to
$150,000. Total committed facilities remain at $300,000. At December 31,
1995, there were no borrowings outstanding under these agreements.

The Company has a Commercial Paper program through which it can borrow up to
$200,000 for periods up to 270 days. The borrowing amount was increased from
$125,000 on February 15, 1996. This program is supported, to the extent
available, by the unused portion of the Company's $300,000 revolving credit
agreements. As of December 31, 1995, the Company had no commercial paper
obligations outstanding.

The weighted average interest rate on notes payable to banks was 5.8% and 4.9%
at December 31, 1995 and 1994, respectively.

6. LEASING ARRANGEMENTS

The Company leases various offices, warehouses, retail store facilities and
certain of its data processing and warehouse equipment under lease
arrangements expiring between 1996 and 2002.

Minimum annual rentals for the five years subsequent to December 31, 1995 and
in the aggregate are as follows:

1996 $ 37,567
1997 28,090
1998 23,216
1999 19,239
2000 13,876
2001 and thereafter 20,477
- ------------------------------------------------------------------------------
Total minimum lease obligations $142,465
- ------------------------------------------------------------------------------

Total rent expense for all operating leases amounted to $40,602, $29,167 and
$23,868 for the years ended December 31, 1995, 1994 and 1993, respectively.

Dollar amounts in thousands, except per share data

7. LONG-TERM DEBT

- ------------------------------------------------------------------------------
Long-term debt consists of the following:

DECEMBER 31: 1995 1994
- ------------------------------------------------------------------------------
Medium-term notes, bearing interest
at rates approximating 6.75%, due
May 15, 2000, with interest payable
semiannually on May 15 and
November 15 $100,000
9.75% debentures due September 15,
1998, with interest payable semiannually
on March 15 and September 15 $ 99,645 (A)
6.75% debentures due September 15,
2005, with interest payable semiannually
on March 15 and September 15 98,729 (A)
Medium-term notes, bearing interest at
rates approximating 6%, due July 15,
1998, with interest payable
semiannually on February 15 and
August 15 30,000
Medium-term notes, bearing interest
at rates approximating 6%, due
February 11, 1998, with interest payable
semiannually on February 15 and
August 15 20,000 20,000
Bank and other notes payable 6,395 17,344
- ------------------------------------------------------------------------------
255,124 136,989
Less current portion 946 5,190
- ------------------------------------------------------------------------------
$254,178 $131,799
- ------------------------------------------------------------------------------

Maturities of long-term debt during the five-year period ending December 31,
2000 are $946 in 1996, $2,875 in 1997, $50,282 in 1998, $297 in 1999, and
$100,280 in 2000.

8. EMPLOYEE BENEFIT PLANS

The Company sponsors defined contribution retirement plans covering
substantially all of its domestic employees and certain employees of its
foreign subsidiaries. Contributions are determined at the discretion of the
Board of Directors. Aggregate contributions made by the Company to the plans
and charged to operations in 1995, 1994, and 1993 were $11,644, $13,660 and
$11,833, respectively.

(A) On September 13, 1995, $100,000 of 9.75% debentures were called and
refinanced with $100,000 of 6.75% debentures on September 18, 1995.

Dollar amounts in thousands, except per share data

9. STOCK PLANS

The Company has stock option plans which provide for the grant of options to
purchase shares of the Company's common stock to key employees, other persons
or entities who make significant contributions to the success of the Company,
and eligible members of the Company's Board of Directors. The Board of
Directors approved the 1994 Equity Incentive Plan on December 15, 1993 which
replaced three of the Company's existing stock option and stock bonus plans.
Under this new Equity Incentive Plan, options may be incentive stock options
or "non-qualified options" under applicable provisions of the Internal Revenue
Code. The exercise price of any stock option granted may not be less than
fair market value at the date of grant except in the case of grants to
participants who are not executive officers of the Company and in certain
limited circumstances. The exercise period cannot exceed ten years from the
date of grant. The vesting schedule for options granted under the 1994 Equity
Incentive Plan is determined by the Compensation Committee of the Board of
Directors. The Company also has an option plan for its Directors. Under this
plan a fixed amount of options are granted annually to all non-employee
Directors. Grants of options under the Directors Plan vest in equal annual
installments over three years.

The following schedule summarizes the changes in stock options during the
three years ended December 31, 1995:
Number of Shares Under Option
- ------------------------------------------------------------------------------
Non-Qualified Option
Stock Options Price Per Share
- ------------------------------------------------------------------------------
Outstanding at December 31, 1992 5,511,138 8.75-39.77
Granted 1,605,800 11.38-41.74
Exercised (310,730) 8.75-27.63
Canceled (399,240) 11.38-33.25
- ------------------------------------------------------------------------------

Outstanding at December 31, 1993 6,406,968 8.75-41.74
Granted 212,797 28.88-38.88
Exercised (352,255) 8.75-33.25
Canceled (387,935) 11.38-41.74
- ------------------------------------------------------------------------------

Outstanding at December 31, 1994 5,879,575 8.75-39.77
Granted 1,361,502 28.75-36.75
Exercised (361,400) 8.75-33.25
Canceled (722,760) 11.38-39.77
- ------------------------------------------------------------------------------
Outstanding at December 31, 1995 6,156,917 8.75-38.88
- ------------------------------------------------------------------------------

At December 31, 1995 and 1994, options to purchase 3,956,545 and 3,241,684
shares of common stock were exercisable, and 3,369,311 and 4,351,514 options,
respectively, were available for future grants under the Company's stock
option plans.

Dollar amounts in thousands, except per share data

The Company's 1994 Equity Incentive Plan also permits the Company to grant
restricted stock to key employees, and other persons or entities who make
significant contributions to the success of the Company. The restrictions and
vesting schedule for restricted stock granted under this Plan are determined
by the Compensation Committee of the Board of Directors.

The Company has two employee stock purchase plans. Under the 1987 Employee
Stock Purchase Plan eligible employees are granted options to purchase shares
of the Company's common stock through voluntary payroll deductions during two
option periods, running from January 1 to June 30 and from July 1 to December
31, at a price equal to the lower of 85% of market value at the beginning or
end of each period. Under the 1992 Employee Stock Purchase Plan, for certain
foreign based employees, eligible employees are granted options to purchase
shares of the Company's common stock during two option periods, running from
January 1 to June 30 and from July 1 to December 31, at the market price at
the beginning of the period. The option becomes exercisable 90 days following
the date of grant and expires on the last day of the option period.

During 1995, 1994 and 1993, respectively, 161,377, 158,965, and 149,977 shares
were issued pursuant to these plans.

In June 1990, the Company adopted a shareholders' rights plan and declared a
dividend distribution of one common stock purchase right ("Right") for each
share of common stock outstanding. Each Right entitles the holder to purchase
one share of the Company's common stock at a price of $60 per share, subject
to adjustment. The Rights will be exercisable only if a person or group of
affiliated or associated persons acquires beneficial ownership of 10% or more
of the outstanding shares of the Company's common stock or commences a tender
or exchange offer that would result in a person or group owning 10% or more of
the outstanding common stock, or in the event that the Company is subsequently
acquired in a merger or other business combination. When the Rights become
exercisable, each holder would have the right to purchase, at the then-current
exercise price, common stock of the surviving company having a market value of
two times the exercise price of the Right. The Company can redeem the Rights
at $.01 per Right at any time prior to expiration on June 14, 2000.

At December 31, 1995, 10,313,239 shares of common stock were reserved for
issuance under the Company's various stock plans and 85,117,470 shares were
reserved for issuance under the shareholders' rights plan.

10. ACQUISITION OF COMMON STOCK

On October 19, 1995, the Board of Directors authorized the repurchase of up to
an additional $200 million in Reebok common stock in open market or
privately-negotiated transactions. This authorization was in addition to the
share repurchase programs of $200 million each adopted by the Company in July
1992, July 1993 and October 1994. As of December 31, 1995, the Company had
approximately $198 million available for future repurchases of common stock
under these programs.

Dollar amounts in thousands, except per share data

11. EQUITY PUT OPTIONS

During 1995, the Company issued equity put options as part of its ongoing
share repurchase program. These options provide the Company with an
additional source to supplement open market purchases of its common stock.
The options are priced based on the market value of the Company's stock at the
date of issuance. The redemption value of the options, which represents the
option price times the number of shares under option is presented in the
accompanying consolidated balance sheet at December 31, 1995 as "Outstanding
redemption value of Equity Put Options." At December 31, 1995 1,450,000 shares
of outstanding common stock are subject to repurchase under the terms and
conditions of these options. All equity put options outstanding as of
December 31, 1995 expire during 1996.

12. FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the Company to estimate the
fair value of its financial instruments: Cash and cash equivalents and notes
payable to banks: the carrying amounts reported in the balance sheet
approximate fair value. Long term-debt: the fair value of the Company's
medium term notes and debentures is estimated based on quoted market prices.
The fair value of other long-term debt is estimated using discounted cash flow
analyses, based on the Company's incremental borrowing rates for similar types
of borrowing arrangements. Unrealized gains or losses on foreign currency
exchange contracts: the fair value of the Company's foreign currency exchange
contracts is estimated based on current foreign exchange rates.

The carrying amounts and fair value of the Company's financial instruments are
as follows:
Carrying Fair
Amount Value
- ------------------------------------------------------------------------------
DECEMBER 31: 1995 1994 1995 1994
- ------------------------------------------------------------------------------
Long-term debt $255,124 $136,989 $261,860 $139,842
Unrealized gains
(losses) on foreign
currency exchange
contracts (1,108) (2,152) (1,108) (179)
- ------------------------------------------------------------------------------

The Company also uses forward currency exchange contracts to hedge significant
intercompany assets and liabilities denominated in other than the functional
currency. Contracts used to hedge intercompany balances are marked to market
and the resulting transaction gain or loss is included in the determination of
net income. Foreign currency gains or losses included in net income for the
years ended December 31, 1995, 1994 and 1993 were not significant. The
Company has used forward exchange contracts as an element of its risk
management strategy for several years. Although

Dollar amounts in thousands, except per share data

forward exchange contracts entail some risk of non-performance by
counterparties, the Company manages this risk by establishing dollar and term
limits (in total and by financial institution) and also monitors the
creditworthiness of the financial institutions with whom derivatives are
executed.

At December 31, 1995, the Company had forward currency exchange contracts, all
having maturities of less than one year, with a notional amount aggregating
$377,042. The contracts involved 12 different foreign currencies. No single
currency represented more than 25% of the aggregate notional amount. The
notional amount of contracts intended to hedge merchandise purchases was
$178,140. Deferred gains (losses) on these contracts were not material at
December 31, 1995 and 1994.

13. INCOME TAXES

- ------------------------------------------------------------------------------
The components of income before income taxes are as follows:
1995 1994 1993
- ------------------------------------------------------------------------------
Domestic $14,292 $171,166 $141,428
Foreign 250,259 237,306 221,819
- ------------------------------------------------------------------------------
$264,551 $408,472 $363,247
- ------------------------------------------------------------------------------

The provision for income taxes consists of the following:
1995 1994 1993
- ------------------------------------------------------------------------------
Current:
Federal $3,998 $66,879 $39,725
State 13,878 16,607 14,082
Foreign 83,450 83,840 68,555
- ------------------------------------------------------------------------------
101,326 167,326 122,362
- ------------------------------------------------------------------------------
Deferred:
Federal (1,594) (3,038) 16,244
State (3,112) (303) (310)
Foreign 3,133 (9,991) 1,536
- ------------------------------------------------------------------------------
(1,573) (13,332) 17,470
- ------------------------------------------------------------------------------
$ 99,753 $153,994 $139,832
- ------------------------------------------------------------------------------

Undistributed earnings of the Company's foreign subsidiaries amounted to
approximately $410,402, $316,099 and $215,559 at December 31, 1995, 1994 and
1993, respectively. Those earnings are considered to be indefinitely
reinvested and, accordingly, no provision for U.S. federal and state income
taxes has been provided thereon. Upon distribution of those earnings in the
form of dividends or otherwise, the Company would be subject to both U.S.
income taxes and foreign withholding taxes, less an adjustment for applicable
foreign tax credits. Determination of the amount of U.S. income tax liability
that would be incurred is not practicable because of the complexities
associated

Dollar amounts in thousands, except per share data

with its hypothetical calculation; however, unrecognized foreign tax credits
would be available to reduce some portion of any U.S. income tax liability.

Income taxes computed at the federal statutory rate differ from amounts
provided as follows:
1995 1994 1993
- ------------------------------------------------------------------------------
Tax at statutory rate 35.0% 35.0% 35.0%
State taxes, less federal tax effect 2.7 2.6 2.5
Effect of tax rates of foreign
subsidiaries and joint ventures (2.0) (1.3) (.8)
Effect of minority interest 1.5 .8 .8
Amortization of intangibles .4 .5 .6
Other, net .1 .1 .4
- ------------------------------------------------------------------------------
Provision for income taxes 37.7% 37.7% 38.5%
- ------------------------------------------------------------------------------

Effective January 1, 1993, the Company adopted Statement 109. Under Statement
109, the liability method is used in accounting for income taxes. Under this
method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse. Prior to the adoption
of Statement 109, income tax expense was based on items of income and expense
that were reported in different years in the financial statements and tax
returns and were measured at the tax rate in effect in the year the difference
originated.

As permitted by Statement 109, the Company did not restate the financial
statements of any prior years. The effect of the change on net income for
1993 was not material.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.

Deferred taxes are attributable to the following temporary differences at
DECEMBER 31: 1995 1994
- ------------------------------------------------------------------------------
Inventory $34,570 $34,757
Accounts receivable 25,810 27,825
Other - net 10,559 6,784
- ------------------------------------------------------------------------------
$70,939 $69,366
- ------------------------------------------------------------------------------
______________________________________________________________________________

Dollar amounts in thousands, except per share data

14. OPERATIONS BY GEOGRAPHIC AREA
Sales to unaffiliated customers, net income and identifiable assets by
geographic area are summarized below:
1995 1994 1993
- ------------------------------------------------------------------------------
Sales:
United States $2,027,080 $1,974,904 $1,775,496
United Kingdom 492,843 506,658 434,249
Europe 642,622 536,629 479,640
Other countries 318,905 262,227 204,515
- ------------------------------------------------------------------------------
$3,481,450 $3,280,418 $2,893,900
- ------------------------------------------------------------------------------
Net income:
United States $36,176 $126,916 $98,692
United Kingdom 69,277 62,949 65,734
Europe 20,648 44,290 36,915
Other countries 38,697 20,323 22,074
- ------------------------------------------------------------------------------
$164,798 $254,478 $223,415
- ------------------------------------------------------------------------------
Identifiable assets:
United States $818,539 $963,462 $916,962
United Kingdom 291,825 282,795 152,206
Europe 311,903 230,912 153,492
Other countries 233,956 172,292 169,051
- ------------------------------------------------------------------------------
$1,656,223 $1,649,461 $1,391,711
- ------------------------------------------------------------------------------

The 1994 and 1993 operations information by geographic area for Europe and
other countries was updated in order to reflect the present country
boundaries.

There are various differences between income before income taxes for domestic
and foreign operations as shown in Note 13 and net income shown above.

15. 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. 93-443LGB) 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.

During 1995, 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. The Company
is currently awaiting a decision on the appeal, which it believes to be
without merit.

Quarterly Results of Operations

Amounts in thousands, except per share data

First Second Third Fourth
Quarter Quarter Quarter Quarter
- ------------------------------------------------------------------------------
Year ended December 1995
- ------------------------------------------------------------------------------
Net sales $935,478 $788,692 $1,005,980 $751,300
Gross profit 378,079 316,847 391,145 281,295
Net income 65,917 21,404 76,202 1,275
Net income per common share .80 .26 .96 .02
Cash dividends per common share .075 .075 .075 .075
- ------------------------------------------------------------------------------

Year ended December 1994
- ------------------------------------------------------------------------------
Net sales $857,366 $776,753 $937,148 $709,151
Gross profit 337,522 307,774 375,330 293,654
Net income 65,789 51,008 84,655 53,026
Net income per common share .77 .60 1.01 .64
Cash dividends per common share .075 .075 .075 .075
- ------------------------------------------------------------------------------

Net income for the second quarter of 1995 includes an after-tax special charge
of $11,235 ($0.14 per share). Net income for the fourth quarter of 1995
includes an after-tax special charge of $33,699 ($0.44 per share).

Report of Management

FINANCIAL STATEMENTS
The management of Reebok International Ltd. and its subsidiaries
has prepared the accompanying financial statements and is
responsible for their integrity and fair presentation. The
statements, which include amounts that are based on management's
best estimates and judgments, have been prepared in conformity
with generally accepted accounting principles and are free of
material misstatement. Management has also prepared other
information in the annual report and is responsible for its
accuracy and consistency with the financial statements.

INTERNAL CONTROL SYSTEM
Reebok International Ltd. and its subsidiaries maintain a system
of internal control over financial reporting, which is designed
to provide reasonable assurance to the Company's management and
Board of Directors as to the integrity and fair presentation of
the financial statements. Management continually monitors the
system of internal control for compliance, and actions are taken
to correct deficiencies as they are identified.

Even an effective internal control system, no matter how well
designed, has inherent limitations -- including the possibility
of the circumvention or overriding of controls -- and therefore
can provide only reasonable assurance with respect to financial
statement preparation. Further, because of changes in conditions,
internal control system effectiveness may vary over time.

The Company maintains an internal auditing program that monitors
and assesses the effectiveness of the internal controls system
and recommends possible improvements thereto. The Company's
accompanying financial statements have been audited by Ernst &
Young LLP, independent auditors, whose audit was made in
accordance with generally accepted auditing standards and
included a review of the system of internal accounting controls
to the extent necessary to determine the audit procedures
required to support their opinion on the consolidated financial
statements. Management believes that, as of December 31, 1995,
the Company's system of internal control is adequate to
accomplish the objectives discussed herein.

Reebok International Ltd.,

/S/ PAUL FIREMAN
Paul Fireman
Chairman
President and Chief Executive Officer

/S/ KENNETH WATCHMAKER
Kenneth Watchmaker
Executive Vice President and
Chief Financial Officer

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

REEBOK INTERNATIONAL LTD
(Amounts in thousands)

Balance at Charged to Charged to Deductions Balance at
Beginning Costs and Other From End of
Description of Period Expenses Accounts Allowances(A) Period
___________ __________ __________ __________ _____________ __________

YEAR ENDED DECEMBER 31, 1995
Reserves and allowances deducted
from asset accounts:
Allowance for doubtful accounts $44,862 $13,151 $11,612 $46,401

YEAR ENDED DECEMBER 31, 1994
Reserves and allowances deducted
from asset accounts:
Allowance for doubtful accounts 46,455 6,691 8,284 44,862

YEAR ENDED DECEMBER 31, 1993
Reserves and allowances deducted
from asset accounts:
Allowance for doubtful accounts 43,224 8,562 5,331 46,455

(A) Uncollectible accounts written off, net of recoveries

EXHIBIT INDEX

EXHIBIT LOCATION

3.1 Restated Articles of Organization Incorporated by
of the Company, as amended reference

3.2 By-laws, as amended Incorporated by
reference

4.1 Indenture, dated September 15, 1988, Incorporated by
as amended and restated by the First reference
Supplemental Indenture, dated as of
January 22, 1993, between Reebok
International Ltd. and Citibank
N.A., as Trustee

4.2 Common Stock Rights Agreement dated Incorporated by
as of June 14, 1990 between the reference
Company and The First National Bank
of Boston, as Rights Agent, as amended

10.1 Distributorship Agreement between Incorporated by
Reebok International Limited and reference
the Company

10.2 Trademark License Agreement between Incorporated by
Reebok International Limited and the reference
Company

10.3 Continuing Letter of Credit Agreement, Incorporated by
dated August 1, 1989, between the reference
Company and State Street Bank and
Trust Company; and Letter Agreement
between The Rockport Company, Inc.
and Norwest Bank, Master Security
Agreement for Irrevocable Documentary
Letters of Credit and Guarantee of the
Company, all dated August 1,1989

10.4 Lease Agreement, dated March 1, 1988, Incorporated by
as amended, between Reebok reference
International Ltd. and North Stoughton
Industrial Park Development Trust

10.5 Purchase and Sale Agreement between Incorporated by
Reebok International Ltd. and Pentland reference
Group plc dated March 8, 1991

10.6 Agreements with various banks in Hong Incorporated by
Kong reflecting arrangements for letter reference
of credit facilities

10.7 Third Amended and Restated Master Incorporated by
Agreement between the Company and reference
Bank of America Oregon dated as
of July 1, 1993, as amended

10.8 $200,000,000 Credit Agreement and Incorporated by
$100,000,000 Loan Agreement, each reference
dated as of November 1, 1994, among
the Company, the Lenders named therein
and Credit Suisse as Administrative
Agent and Arranger, as amended by
Amendment No. 1 dated October 31, 1995,
to the Credit Agreement and Amendment
No. 1 dated October 31, 1995 to the
Loan Agreement

10.9 Reebok International Ltd. 1994 Equity Incorporated by
Incentive Plan reference

10.10 Reebok International Ltd. Equity and Incorporated by
Deferred Compensation Plan for reference
Directors

10.11 Reebok International Ltd. 1985 Stock Incorporated by
Option Plan, as amended reference

10.12 Reebok International Ltd. 1987 Stock Incorporated by
Option Plan for Directors, as amended reference

10.13 Reebok International Ltd. 1987 Stock Incorporated by
Bonus Plan reference

10.14 Reebok International Ltd. Excess Incorporated by
Benefits Plan reference

10.15 Reebok International Ltd. Supplemental Filed herewith
Executive Retirement Plan

10.16 Reebok International Ltd. Executive Filed herewith
Performance Incentive Plan

10.17 Stock Option Agreement with Paul Incorporated by
B. Fireman reference

10.18 Split-Dollar Life Insurance Agreement Incorporated by
with Paul B. Fireman reference

10.19 Contingent Severance Agreement with Incorporated by
Paul R. Duncan reference

10.20 Change of Control Agreement with Incorporated by
John B. Douglas III reference

10.21 Employment Agreement with Kenneth Incorporated by
Watchmaker reference

10.22 Change of Control Agreement with Incorporated by
Kenneth Watchmaker reference

10.23 Supplemental Retirement Program for Incorporated by
Kenneth Watchmaker reference

10.24 Contingent Severance Agreement with Incorporated by
Angel Martinez reference

10.25 Lease with Angel Martinez Incorporated by
reference

10.26 Amendment dated October 30, 1995 Filed herewith
to Lease with Angel Martinez

11. Statement Re Computation of Per Filed herewith
Share Earnings

12. Statement Re Computation of Ratio Filed herewith
of Earnings to Fixed Charges

21.1 List of Subsidiaries of the Company Filed herewith

23.1 The consent of Ernst & Young LLP Filed herewith

27. Financial Data Schedule Filed herewith