EXHIBIT 10.15

                        REEBOK INTERNATIONAL LTD. 
                  SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



SECTION 1.  PURPOSE

     The purpose of this Plan is to reward certain key executive
employees of Reebok International Ltd. and its subsidiaries (the 
"Employer") through supplemental retirement payments.

SECTION 2.  ADMINISTRATION

     The Plan will be administered by the Compensation Committee
of the Board of Directors of the Employer (the "Compensation
Committee").  The Compensation Committee has the full
discretionary power and authority to interpret the plan, select
employees to participate in the Plan, determine benefit amounts,
make all other decisions relating to the administration and
operation of the Plan, and may promulgate rules and regulations
governing the administration and operation of the Plan and its
own acts and proceedings.  The decisions of the Compensation
Committee relating to the Plan will be final and conclusive on
all persons.

SECTION 3.  PARTICIPANTS

     Participants in the Plan will be those key executive
employees of the Employer selected from time to time by the
Compensation Committee to participate in plan benefits.



SECTION 4.  BENEFITS 

     (a)  Normal Retirement Benefit.  Each Participant who
attains age 60 while an employee of the Employer may retire on
the first day of any month thereafter and receive an annual
normal retirement benefit calculated as of his or her retirement
date equal to twenty-five percent (25%) of his or her Final
Average Total Compensation ( as hereinafter defined) multiplied
by a fraction the numerator of which is his or her Full Years of
Continuous Service (hereinafter defined) (which in no event shall
exceed 15) at the time of his or her retirement and the
denominator of which is 15. 

     (b)  Early Retirement Benefit.  Each Participant who attains
age 55 while an employee of the Employer and who has completed
five Full Years of Continuous Service may retire on the first day
of any month thereafter and receive an annual early retirement
benefit calculated as of his or her retirement date in the same
manner as described in Section 4(a) above, but reduced by an
amount equal to .41666% multiplied by the aggregate number of
months between the date his or her benefit commences and the date
he or she attains age 60.

     (c)  Vested Benefit.  Each Participant who has completed at
least 10 Full Years of Continuous Service and who terminates
employment prior to his or her early retirement date described in
Section 4(b) above will be entitled to receive an annual vested
benefit, commencing on the first day of any month after he or she
attains age 55, calculated as of his or her termination of
employment date in the same manner as described in Section 4(a)
above, but reduced by an amount equal to  .41666% multiplied by
the aggregate number of months between the date his or her
benefit commences and the date he or she attains age 60.

     (d)  Payments of Benefits.  The annual benefit payable to a
Participant under Section 4(a), (b) or (c) above will be paid to
the Participant in equal monthly installments on the first day of
each month during the Participant's lifetime, and, following the
Participant's death, one half of such annual benefit shall be
paid in the same manner to the Participant's surviving spouse, if
any, during the spouse's lifetime (but in no event shall payment
to the spouse continue for more than 30 years following such
date).

     (e)  Benefit Definitions.  For purposes of this Section 4,
the following terms have the following meanings:

          (1)  Final Average Total Compensation means the average
          of the Participant's Total Compensation for the three
          calendar years out of the five consecutive calendar
          years immediately prior to the year in which the
          Participant retires, in which the Participant had the
          highest Total Compensation.

          (2)  Total Compensation means, for any calendar year,
          the Participant's base compensation and annual 
          incentive bonus payments earned from the Employer for
          such calendar year, plus any amount that would have
          been paid to the Participant by the Employer as base
          compensation or incentive bonus but for a salary
          reduction agreement in effect during such year pursuant
          to Sections 125 or 401(k) of the Internal Revenue Code
          of 1986 as amended.

          (3)  Full Years of Continuous Service will be based on
          full years and completed months of continuous service
          as determined by the Compensation Committee in its sole
          discretion.



SECTION 5.  PRE-RETIREMENT DEATH BENEFIT

     In the case of a Participant who dies after attaining the
age or service requirements described in 4(a), (b) or (c) above,
but prior to the commencement of his or her benefits under
Section 4 above, his or her surviving spouse, if any, will be
entitled to receive the following death benefit.  Such death
benefit, commencing with the month following the later of (i) the
month in which the Participant dies or (ii) the month in which
the Participant would have attained age 55, shall be payable in
equal monthly installments on the first day of each month during
such spouse's lifetime (but in no event shall payment to the
spouse continue for more than 30 years), and shall be equal to
one-half of the amount of benefit the Participant would have
received if he or she had commenced receiving benefits under
Section 4 above immediately prior to the later of (x) the date of
the Participant's death (y) the date the Participant would have
attained age 55.

SECTION 6.  NO PLAN ASSETS

     All benefits payable under the Plan will be paid from the
general assets of the Employer.  

SECTION 7.  PARTICIPANT'S RIGHTS; NO ASSIGNMENT

     A Participant's rights to benefits under the Plan shall be
no greater than the rights of a general, unsecured creditor of
the Employer, and shall not be assignable or subject to
alienation, anticipation, garnishment, attachment, or any other
legal process by his creditors.



SECTION 8.  NO CONTRACT OF EMPLOYMENT

     The Plan will not be deemed to constitute a contract of
employment between the Employer and any Participant, or to be
consideration for the employment of any Participant.

SECTION 9.  APPLICATION OF ERISA  

     The Plan is intended to be "a plan which is unfunded and is
maintained by an employer primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees" within the meaning of sections 201(2),
301(a)(3) and 401(a)(1) of the Employee Retirement Income
Security Act of 1974, as amended, and shall be administered in a
manner consistent with that intent.

SECTION 10.  AMENDMENT OR TERMINATION

     This Plan may be amended or terminated at any time and in
any respect by the Compensation Committee or the Employer.

SECTION 11.  GOVERNING LAW

     This Plan shall be governed by and construed under the laws
of the Commonwealth of Massachusetts.



SECTION 12.  LEGAL FEES AND EXPENSES

     The Employer shall pay all legal fees and expenses,
including but not limited to, counsel fees, stenographer fees,
printing cost, etc. reasonably incurred by a Participant in
obtaining any benefit to which the Participant is entitled under
this Plan.

     IN WITNESS WHEREOF, Reebok International Ltd. has caused
this Plan to be executed by its officer hereunto duly authorized
this 15th day of February, 1996.

                              REEBOK INTERNATIONAL LTD.


                              By: /S/ JOHN B. DOUGLAS III