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, 1996 Commission File Number 1-9340

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

MASSACHUSETTS 04-2678061
(State or other jurisdiction of (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 21, 1997, the aggregate market value of the registrant's voting
stock held by non-affiliates of the registrant was approximately $2,189,943,409.

As of March 21, 1997, 56,095,692 shares of the registrant's Common Stock were
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Annual Report to Shareholders for the fiscal year ended December 31, 1996
(certain parts as indicated herein in Parts I and II).

Definitive Proxy Statement dated March 26, 1997 for the Annual Meeting of
Shareholders to be held on May 1, 1997 (certain parts as indicated herein in
Part III).

PART I
------

Item 1. Business.
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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 three major business groups: the Reebok Division, which is primarily
responsible for the Company's REEBOK (R) brand, the Greg Norman Division, which
is responsible for the GREG NORMAN (R) brand, and the Company's major
subsidiary, The Rockport Company, Inc. ("Rockport") which is responsible for the
ROCKPORT (R) brand, as well as footwear sold under the RALPH LAUREN (R) brand.
(Reebok International Ltd. is referred to herein, together with its
subsidiaries, as "Reebok" or the "Company" unless the context requires
otherwise.)

During calendar year 1996, net income for the Company decreased by 15.7% to
$139.0 million, or $2.00 per share, from $164.8 million, or $2.07 per share, for
the year ended December 31, 1995 (inclusive of a special charge related to
facilities consolidation, severance and other costs associated with streamlining
certain operations and the writedown of the carrying value of the Company's Avia
subsidiary), while net sales decreased by 0.1%, from $3.482 billion in 1995 to
$3.479 billion in 1996.

In June 1996, the Company sold its subsidiary Avia Group International,
Inc. in order to focus on its core brands. In addition, in November 1996, the
Company discontinued the operation of its Boks Division.

On July 28, 1996, the Company's Board of Directors authorized the purchase
by the Company of up to 24 million shares of its common stock at a price ranging
from $30.00 to $36.00 net per share in cash pursuant to a "Dutch Auction"
self-tender offer. The offer commenced on July 30, 1996 and expired on August
27, 1996. As a result of the self-tender offer, the Company repurchased
approximately 17 million shares of its common stock at a price of $36.00 per
share. In conjunction with the repurchase, the Company entered into a new credit
agreement underwritten by Credit Suisse and a syndicate of major banks. See
discussion under "Working Capital Arrangements" below.

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

REEBOK DIVISION
- ---------------

The Reebok Division designs, produces and markets sports and fitness
footwear, apparel and accessories, as well as related sports and fitness
products, that combine the attributes of athletic performance and style. The
Division's products include footwear for basketball, running, soccer, tennis,
golf, track and field, volleyball, football, baseball, aerobics, cross training,
outdoor performance and walking activities, as well as athletic apparel and
accessories. The Division has expanded its product scope through the development
and marketing of related sports and fitness products and services, 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.

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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 footwear and other
products for the fitness market, beginning in 1994 the Company launched a major
strategic effort towards increasing Reebok's on-field presence and establishing
itself as an authentic sports brand. Through such effort, Reebok has gained
increased visibility on playing fields worldwide through endorsement
arrangements with such prominent athletes as Shaquille O'Neal of the Los Angeles
Lakers, Allen Iverson of the Philadelphia 76ers, Emmitt Smith of the Dallas
Cowboys and Frank Thomas of the Chicago White Sox, and with 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, where it has
a state-of-the-art 50,000 square foot product development facility which is
dedicated to the design and development of technologically-advanced athletic and
fitness footwear, and in its various Far East offices.

TECHNOLOGY
- ----------

Reebok places a strong emphasis on technology and has continued to
incorporate various proprietary performance technologies in its products. Reebok
has developed HEXALITE (R), its honeycomb-shaped cushioning material, for
various applications in its footwear products. As an example, VIZ-HEX, a design
element, communicates to the consumer the cushioning effectiveness of the
HEXALITE (R) technology, and was introduced at retail in July 1996. Other
HEXALITE (R) applications include Radial HEXALITE (R), which combines
under-the-foot cushioning and lateral stabilization and is expected to be
available at retail in April 1997; Suspended HEXALITE (R), which incorporates
Radial HEXALITE but removes midsole material, providing improved lightweight
cushioning and stabilization, and is expected to be available at retail in July
1997; and HEXLINER (TM), a PU foam sockliner, which includes HEXALITE (R)
material in the heel for a softer feel close to the foot and is expected to be
available at retail in June 1997.

In 1995 Reebok introduced a new evolution of its DYNAMIC CUSHIONING (R)
technology called DMX (TM), which utilizes a dynamic air transfer system in the
midsole to provide heel and forefoot cushioning and comfort. Walking shoes
incorporating this technology were introduced at retail in April 1995. In August
1996, the Company debuted its DMX (TM) Series 2000 technology, which is an
advanced version of DMX (TM), that incorporates a multiple channel, active air
flow system delivering cushioning precisely when and where it is needed. This
technology is expected to first be introduced at retail in running shoes in
April 1997. The Company is incorporating the DMX (TM) Series 2000 technology
into other footwear categories and plans to introduce such footwear at retail
later in 1997.

In January 1997, Reebok introduced at retail 3D ULTRALITE (TM) in a women's
fitness shoe. 3D ULTRALITE uses material that allows the midsole and outsole to
be combined in one injection molded unit, but still permits the shoe to be
lightweight, flexible and durable. The Company plans to incorporate this
technology into additional footwear categories and expects to introduce such
footwear at retail later in 1997.

Finally, Reebok has incorporated advanced technology into its apparel
products with the introduction of HYDROMOVE (TM) technology in certain
performance apparel. This moisture management system helps keep athletes warm in
cold weather and dry and cool in hot weather. Performance apparel incorporating
the HYDROMOVE (TM) technology first became available at retail at the end of
1996.

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MARKETING AND PROMOTIONAL ACTIVITIES
- ------------------------------------

The Reebok Division devotes significant 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
maintain and enhance visibility for the REEBOK brand. A substantial advertising
program was pursued in 1996 with advertisements directed toward both the trade
and the ultimate consumers of REEBOK (R) products. The major advertising
campaigns in 1996 included a campaign which debuted during the 1996 Summer
Olympic Games featuring Emmitt Smith in his "light-hearted" quest to have
football accepted as an Olympic sport; an ad campaign starring Don Cornelius and
featuring various Reebok basketball and football endorsers; and a Planet Reebok
print campaign featuring various Reebok endorsers.

As part of its marketing efforts in 1996, Reebok also signed a five year
exclusive world-wide agreement with America Online to develop and display an
interactive sports and fitness site on America Online.

Substantial resources were devoted to promotional activities in 1996,
including endorsement agreements with athletes, teams, leagues and sports
federations; event sponsorships; in-store promotions and point-of-sale
materials. The Reebok Division continued its strategic push into the sports
market, gaining increased visibility on playing fields and in sports arenas
worldwide through endorsement arrangements with such athletes as Shaquille
O'Neal, with whom Reebok markets a signature line of footwear, apparel and
accessories featuring his distinctive logo. In addition, in 1996 Reebok signed a
major endorsement agreement with Allen Iverson of the Philadelphia 76ers, who
was the number one selection in the 1996 NBA draft, and has begun marketing an
Allen Iverson signature line of footwear and apparel products. Other
endorsements in basketball come from professional players such as Shawn Kemp,
Clyde Drexler, Nick Van Exel and Steve Smith. Reebok also sponsors a number of
college basketball programs and in 1996 Reebok entered into a sponsorship
agreement with the Harlem Globetrotters. In addition, in 1996, Reebok was named
a founding sponsor of the women's American Basketball League ("ABL"); Reebok is
the exclusive supplier of uniforms and practice gear to four of the league's
eight teams and an official ABL licensee and has entered into endorsement
agreements with a number of ABL players including Saudia Roundtree and Jennifer
Azzi.

To promote the sale of its cross training footwear, Reebok used
endorsements by prominent athletes such as National Football League ("NFL")
players Emmitt Smith, Derrick Thomas, John Elway, Ken Norton, Thurman Thomas,
Herman Moore, Ben Coates and Greg Lloyd, as well as Major League Baseball
("MLB") players Frank Thomas, Mark McGwire, John Smoltz, Juan Gonzalez and Roger
Clemens. To promote its cleated football and baseball shoes, the Company also
has endorsement contracts with several hundred MLB and NFL players, including
numerous all-stars, and sponsors a number of college football programs.

The Company 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. Pursuant to this agreement, in 1996, the coaching staff and players of
the San Francisco 49ers, Detroit Lions, New York Giants and Carolina Panthers
wore REEBOK (R) uniforms and sideline apparel and Reebok supplied sideline
apparel to the New Orleans Saints and Seattle Seahawks. In 1997, Reebok will
supply uniforms and sideline apparel to the San Francisco 49ers, Detroit Lions,
New York Giants, New Orleans Saints, Kansas City Chiefs and Atlanta Falcons. In
addition to the Pro Line license, Reebok has an agreement with the NFL under
which Reebok is one of only two brands authorized to provide NFL players

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with footwear that has visible logos and all NFL on-field game officials wear
REEBOK (R) footwear exclusively.

In soccer, Reebok has a number of endorsement arrangements including key
contracts with Gabriel Batistuta of Fiorentina 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, as well as U.S. national team members Eric Wynalda,
Michelle Akers and Julie Foudy. In 1996 the Company signed major sponsorship
agreements with the Liverpool Football Club, one of the world's best known club
soccer teams, and with the Argentina National Football Association, which will
take effect in 1999. 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, Palmeiras of
Brazil, Brondby of Denmark and Gothenburg of Sweden. In addition, Reebok is the
official uniform supplier of U.S. major league soccer teams the New England
Revolution and, beginning with the 1997 season, the Colorado Rapids. In rugby,
the Company sponsors the national rugby teams of Australia, Wales and Italy.

Tennis promotions included endorsement contracts with well-known
professionals including Michael Chang, Venus Williams, Todd Martin, Patrick
Rafter, Arantxa Sanchez-Vicario, Chanda Rubin and Malivai Washington.
Promotional efforts in running included endorsement contracts with such
well-known runners as Moses Kiptanui, Ato Boldon, Elana Meyer, Derrick Adkins,
Sonia O'Sullivan, Kim Batten and Marie Jose Perec.

To promote its women's sports and fitness products, Reebok sponsored
athletes such as Rebecca Lobo, U.S. women's national basketball team member, as
well as Michelle Akers and Julie Foudy of the U.S. national soccer team, Dot
Richardson and Lisa Fernandez of the U.S. national softball team, Liz Masakayan,
pro beach volleyball player, and Nancy Feagin, world-class rock climber. In
addition, Reebok sponsors a variety of college basketball and volleyball teams
and such organizations as the American Basketball League and the Women's Sports
Foundation, a non-profit educational organization that promotes sports for women
and girls.

The Reebok Division also continued its promotional efforts in the fitness
area. Reebok fitness products and programming are featured on Fit TV, a 24-hour
cable network, pursuant to a programming agreement. Through an agreement with
Channel One Communications, Reebok provides the programming for P.E.TV, an
award-winning program designed to educate kids about physical fitness. Reebok
has developed numerous fitness programs such as its Versa Training program,
designed to help consumers meet their varied fitness goals with aerobic,
strength and flexibility workouts, the WALK REEBOK program which promotes
walking, its CYCLE REEBOK program that features the CYCLE REEBOK studio cycle,
and the Reebok Flexible Strength program that develops strength and flexibility
simultaneously. These programs were complemented by the marketing and sale of a
line of REEBOK (R) fitness videos, as well as the marketing and sale of REEBOK
fitness equipment products such as the STEP REEBOK exercise platform, the SLIDE
REEBOK lateral motion training device, the CYCLE REEBOK studio cycle and the
REEBOK Sky Walker exercise machine.

To gain further visibility for the REEBOK brand, Reebok has also entered
into several key sport sponsorships, such as an arrangement under which Reebok
was 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, and an agreement with
the U.S. Gymnastics Federation. Reebok is also the official apparel and

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footwear sponsor of the IRONMAN Triathlon World Championship, will become the
official footwear of the USA Triathlon in 1997, and will introduce in 1997
official REEBOK IRONMAN footwear. In addition, Reebok has school-wide
sponsorship arrangements with colleges such as U.C.L.A., University of Texas,
University of Virginia and University of Wisconsin.

Reebok had a major presence at the 1996 Atlanta Summer Olympic Games.
Approximately 3000 athletes (about one-third of all competitors) competed in
REEBOK (R) products at the 1996 Summer Olympic Games. Reebok also sponsored 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. In addition, Reebok outfitted the
Olympic delegations of a number of smaller countries through its emerging
nations program and supplied footwear to U.S. Olympic Team coaches and
delegation officials. Reebok was a supplier to the 1996 Centennial Olympic Games
supplying footwear to employees and volunteers of the Atlanta Committee for the
Olympic Games, an official licensee for footwear and videos, and 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 totalled approximately $1.1928 billion in 1996
compared to $1.367 billion in 1995. REEBOK (R) brand apparel sales (including
GREG NORMAN (R) apparel) in the U.S. in 1996 totalled approximately $314.9
million, compared to approximately $221.7 million(1) in 1995.

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 and
tennis products 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
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. The
Reebok Division also sells its products through REEBOK (R) concept or company
stores. See discussion under "Retail Stores" below.

- ------------

(1) 1995 sales are adjusted to include apparel sales of the retail division
in U.S. apparel, consistent with the 1996 presentation. Previously, all retail
sales (including footwear and apparel) had been included in U.S. footwear sales.

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INTERNATIONAL OPERATIONS
- ------------------------

The Reebok Division's international sales are coordinated from the
Company's corporate headquarters in 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 in Hong Kong. The Canadian operations of
the Division are managed through a wholly owned subsidiary headquartered outside
of Toronto, Canada. The Division markets REEBOK (R) products internationally
through wholly owned subsidiaries in Austria, Belgium, Canada, France, Germany,
Ireland, The Netherlands, Italy, Poland, Portugal, Russia, Switzerland and the
United Kingdom and majority owned subsidiaries in Japan, India, South Korea,
Spain and South Africa. REEBOK products are also marketed internationally
through 28 independent distributors and joint ventures in which the Company
holds a minority interest. The Company or its wholly owned U.K. subsidiary holds
partial ownership interests in 6 of these international distributors, with its
percentage of ownership ranging from 30 to 35 percent. Through this
international distribution network products bearing the REEBOK brand are
actively marketed internationally in approximately 170 countries and
territories. The Division's International operations unit also has small design
staffs which assist in the design of REEBOK (R) footwear and apparel.

During 1996 the contribution of the Division's International operations
unit to overall sales of REEBOK (R) products (including GREG NORMAN (R) apparel)
increased to $1.474 billion from $1.395 billion in 1995. These sales figures do
not, however, reflect the full wholesale value of all REEBOK products sold
outside the United States in 1996 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 $1.803 billion
in wholesale value, consisting of approximately 35.7 million pairs of shoes
totalling approximately $1.189 billion in wholesale value of footwear sold
outside the United States in 1996 (compared with approximately 36 million pairs
totalling approximately $1.227 billion in 1995) and approximately $613.8 million
in wholesale value of REEBOK apparel (including GREG NORMAN apparel) sold
outside the United States in 1996 (compared with approximately $438 million in
1995).

SPORTS AND FITNESS EQUIPMENT AND LICENSING
- ------------------------------------------

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, apparel 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.

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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, and cycling
gloves, all featuring the REEBOK trademark and Reebok's Vector Logo; a
collection of REEBOK (R) performance sports sunglasses; the WATCH REEBOK
collection of sport watches and a new line of heart rate monitors; REEBOK
basketballs, volleyballs and footballs; REEBOK weight belts, both with and
without Reebok's INSTAPUMP (TM) technology; and a line of gymnastic apparel
including replicas of the U.S. gymnastics team uniforms. In 1996, Reebok also
entered into license agreements with Mead for a line of REEBOK school supplies
and with Haddad Apparel for a line of REEBOK infant and toddler apparel.

During 1996, Reebok and its video partner and licensee, Polygram
International, continued to produce, market and sell 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)
exercise platform and SLIDE REEBOK (TM) lateral motion training device, and
through licensees, sold the REEBOK (R) Sky Walker (TM) exercise product and the
CYCLE REEBOK studio cycle to health clubs and fitness facilities. In 1996,
Reebok also signed a license agreement with Cross Conditioning Systems to act as
its licensee to develop a line of REEBOK fitness equipment products designed for
use in health clubs and other institutional markets. The first two products
commercialized under this relationship, the REEBOK Body Mill and REEBOK Body
Trek, were sold to health clubs in 1996.

In addition, as part of the Company's licensing program, WEEBOK (R) infant
and toddler apparel and accessories are sold by a licensee and, beginning in
1997, a line of WEEBOK (R) footwear will be sold by a licensee.

THE ROCKPORT COMPANY
- --------------------

The Company's Rockport subsidiary, headquartered in Marlboro,
Massachusetts, designs, manufactures and distributes specially engineered
comfort footwear for men and women worldwide under the ROCKPORT (R) brand, as
well as apparel through a licensee. Rockport also develops, markets and sells
footwear under the RALPH LAUREN (R) brand pursuant to a license agreement
entered into in May 1996.

Rockport's net sales increased by approximately $79.5 million in 1996, to
$447.6 million from $368.1 million in 1995. Rockport's 1996 sales include sales
of the RALPH LAUREN footwear business which was acquired in May 1996.

ROCKPORT BRAND
- --------------

Designed to fully address the different aspects of customers' lives, the
ROCKPORT product line includes casual, dress, outdoor performance, golf and
fitness walking shoes. In 1996, Rockport built upon its walking heritage with
the introduction of its World Tour walking shoe and relaunched its apparel,
which will be developed, marketed and sold through a licensee. In women's
products, Rockport continued to focus on combining comfort with style. In 1996,
Rockport's Mirabel shoe earned the Seal of Approval from the American Orthopedic
Foot and Ankle Society, becoming the first women's heel to receive this seal.

Rockport continued its focus on brand-building activities with The Rockport
{PROOF} campaign, an integrated marketing campaign that featured real consumer
experiences, ranging from

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the ordinary to the extraordinary, wearing ROCKPORT (R) shoes. The Rockport
{PROOF} campaign was used as the major marketing platform for the entire brand
in 1996, encompassing television advertising in certain markets, print
advertising, public relations and retail promotions. In March 1996, Rockport
took the Rockport {PROOF} campaign on-line with the establishment of a Rockport
website on the Internet.

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 (SM)
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.

RALPH LAUREN (R) BRAND
- ----------------------

In May 1996, Rockport entered into an exclusive license agreement to
design, develop, manufacture, market and sell footwear under the RALPH LAUREN
brand. The territory covered by the license agreement currently includes the
U.S. and Canada and is expected to expand over time to cover the world as
existing RALPH LAUREN licenses expire, and subject to reaching agreement with
Ralph Lauren on business plans for the additional territories. As part of this
arrangement, Rockport acquired Ralph Lauren's existing footwear licensee for the
U.S. and Canada. Rockport, through its wholly owned subsidiary Ralph Lauren
Footwear Co., Inc., is now selling the existing RALPH LAUREN footwear line and
plans to build a global footwear business around the RALPH LAUREN (R) and POLO
SPORT (R) lines. A new line of athletic footwear under the POLO SPORT label is
expected to be launched in Spring 1998.

RALPH LAUREN footwear is marketed to authorized retailers through a locally
based employee staff. Products are distributed primarily through higher-quality
department stores. Products are also sold through space licensing and
merchandising arrangements at RALPH LAUREN/POLO retail stores.

GREG NORMAN (R) BRAND
- ---------------------

The Company's Greg Norman Division produces a collection of apparel
marketed under the GREG NORMAN (R) name and logo. The GREG NORMAN Collection has
grown from a golf apparel line to a broader line of men's casual sportswear. The
GREG NORMAN product line has been expanded to include a wide range of apparel
products -- from leather jackets and sweaters to activewear -- at a variety of
price-points. The Greg Norman Division intends to grow the GREG NORMAN brand
further by offering a variety of lifestyle products and expanding into
international markets. It is anticipated that the Division will accomplish such
expansion through various licensing and distribution arrangements. In 1996 the
Division signed licensing agreements for branded leather

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products and hosiery. A number of new agreements which will broaden the scope of
products offered and expand distribution internationally are expected.

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. The current tag line for the
brand and marketing focus is the theme "Attack Life".

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. The
GREG NORMAN Collection is also sold in independently owned GREG NORMAN-dedicated
retail shops, as well as GREG NORMAN (SM) concept or company stores. See
discussion under "Retail Stores" below.

RETAIL STORES AND OTHER PROPERTIES.
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The Company operates approximately 130 factory direct stores that include
REEBOK (R), ROCKPORT (SM) and GREG NORMAN (SM) 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) "concept" or company retail stores located
in 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),
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 has concept or company retail stores in Boston, Massachusetts,
Newport, Rhode Island, King of Prussia, Pennsylvania and New York City. In
addition, there are two GREG NORMAN concept or company retail stores in New York
City. Rockport's Ralph Lauren footwear subsidiary operates "concept" footwear
departments in RALPH LAUREN/POLO stores in New York City, Beverly Hills,
California, Honolulu, Hawaii, and Oakbrook, Illinois. In addition, the Ralph
Lauren footwear subsidiary has footwear retail operations in approximately 18
RALPH LAUREN/POLO factory direct stores.

Reebok is also a partner in the REEBOK Sports Club/NY, a premier sports and
fitness complex in New York City 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 Lincoln Square
project. A REEBOK concept store, as well as ROCKPORT and GREG NORMAN concept
stores, is also located in the building.

9
11

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.

The Company has adopted certain human rights standards which apply to
manufacturers of its products and monitors compliance with such standards
through its human rights program. In conjunction with this program and as part
of its commitment to human rights, in November 1996 the Company announced that
all of its soccer balls would be labeled with a guarantee that the balls are
made without child labor. Reebok is instituting a vigorous monitoring program to
ensure compliance with this guarantee.

China, Indonesia, the Philippines and Thailand were the Company's primary
sources for footwear, accounting for approximately 34%, 30%, 13%, and 12%,
respectively, of the Company's total footwear production during 1996 (based on
the number of units produced). The Company's largest manufacturer, which has
several factory locations, accounted for approximately 11% of the Company's
total footwear production in 1996.

Reebok's wholly owned Hong Kong subsidiary, and a network of affiliates in
China, Indonesia, India, 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 affiliates inspect certain components
and materials purchased by unrelated manufacturers for use in footwear
production. The network of affiliates 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 affiliates 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. ROCKPORT (R) 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.

SOURCES OF SUPPLY
- -----------------

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 components used in the
Company's technologies are obtained from only one or two sources, and thus a
loss of

10
12

supply could disrupt production. The principal materials used in the Company's
apparel products are cotton, fleece, nylon 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.

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 China, Indonesia, the
Philippines 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 expected to continue in 1997.
However, the Company does not currently anticipate that restrictions on imports
from China will be imposed by the U.S. during 1997. 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
actual effect of any such action will, however, depend on a number of factors,
including how reliant the Company, as compared to its competitors, is on
production in China and the effectiveness of the contingency plans put in place.

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 products.

The EU has imposed antidumping duties against textile upper footwear from
China and Indonesia, and has calculated, but suspended, antidumping duties on
leather upper footwear from China, Thailand and Indonesia. It is expected that
the duties on leather upper footwear will remain suspended through 1997. A broad
exemption has been included in both antidumping cases (textile and leather
footwear) for athletic footwear covering most REEBOK models. If the athletic
footwear exemption remains in its current form, few of the Company's product
lines would be affected adversely, and in any case, the Company does not believe
that its products will be more severely restricted than those of its major
competitors.

11
13

However, recently the EU has initiated at the internal staff level an
effort to significantly narrow the athletic footwear exemption which applies to
both the quota scheme and antidumping duties. The Company, through relevant
trade associations, is working to prevent imposition of the more limited
athletic footwear criteria. Should the proposed revisions be adopted, certain of
the Company product lines would be affected adversely, although the Company does
not believe that its products would be more severely affected 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, most notably Argentina, 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: 1996, footwear
(approximately 75%) and apparel (approximately 24%); 1995, footwear
(approximately 81%) and apparel (approximately 18%); 1994, footwear
(approximately 88%) and apparel (approximately 12%).

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
- ----------------------------

In conjunction with the Company's repurchase of approximately 17 million
shares of its common stock pursuant to a Dutch Auction self-tender offer, the
Company entered into a new credit agreement underwritten by Credit Suisse and a
syndicate of major banks. The facility includes a committed $750 million
revolving credit line to replace the Company's previous $300 million revolving
credit facility. The balance of the facility is a $640 million six year term
loan which was used to finance the share repurchase. In February 1997, the
Company prepaid $50 million of the $640 million term loan.

The Company also has various arrangements with numerous banks which provide
an aggregate of approximately $938.2 million of uncommitted facilities,
substantially all of which are available to the Company's foreign subsidiaries.
Of this amount, approximately $395 million is available for short-term
borrowings and bank overdrafts, with the remainder available for letters of
credit for inventory purchases. At December 31, 1996, approximately $252 million
was outstanding for open letters of credit for inventory purchases, in addition
to approximately $33 million in notes payable to banks.

12
14

The Company also has authority to 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, 1996, the Company had no
commercial paper obligations outstanding.

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 1996.

BACKLOG
- -------

The Company's backlog of orders at December 31, 1996 (many of which are
cancelable by the purchaser), totalled approximately $1.198 billion, compared to
$1.068 billion as of December 31, 1995. The Company expects that substantially
all of these orders will be shipped in 1997, 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, Fila 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) apparel line competes with well-known brands such as
Nike, Fila and Adidas. The GREG NORMAN (R) line competes with Tommy Hilfiger,
Ralph Lauren, Nautica and other makers of men's casual sportswear. The RALPH
LAUREN footwear brand competes with such brands as Cole Haan, Ferragamo and
Donna Karan.

ISSUES AND UNCERTAINTIES
- ------------------------

This report includes, and other documents, information or statements
released or made from time to time by the Company may include, forward-looking
statements. These statements involve risks and uncertainties. The Company's
actual results may differ materially from those discussed in

13
15

such forward-looking statements. Prospective information is based on
management's then current expectations or forecasts. Such information is subject
to the risk that such expectations or forecasts, or the assumptions underlying
such expectations or forecasts, become inaccurate. The following discussion
identifies certain important issues and uncertainties that are among the factors
that could affect the Company's actual results and could cause such results to
differ materially from those contained in forward looking statements made by or
on behalf of the Company.

COMPETITION AND CONSUMER PREFERENCES
- ------------------------------------

The footwear and apparel industry is intensely competitive and subject to
rapid changes in consumer preferences, as well as technological innovations. A
major technological breakthrough or marketing or promotional success by one of
the Company's competitors could adversely affect the Company's competitive
position. In addition, in countries where the athletic footwear market is mature
(including the U.S.), sales growth may be dependent in part on the Company
increasing its market share at the expense of its competitors, which may be
difficult to accomplish particularly in view of the Company's recent market
share decline in the U.S. footwear market. 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, product design, brand image, marketing and
promotion and ability to meet delivery commitments to retailers. The intensity
of the competition faced by the various operating units of the Company and the
rapid changes in the consumer preference and technology that can occur in the
footwear and apparel markets constitute significant risk factors in the
Company's operations.

INVENTORY RISK
- --------------

The footwear industry has relatively long lead times for design and
production of product and thus, the Company must commit to production tooling
and in some cases to production in advance of orders. If the Company fails to
accurately forecast consumer demand or if there are changes in consumer
preference or market demand after the Company has made such production
commitments, the Company may encounter difficulty in filling customer orders or
in liquidating excess inventory, which may have an adverse effect on the
Company's sales margins and brand image.

SALES FORECASTS
- ---------------

The Company's investment in advertising and marketing is based on sales
forecasts and is necessarily made in advance of actual sales. The markets in
which the Company does business are highly competitive, and the Company's
business is affected by a variety of factors, including those described above
under "Competition and Consumer Preferences", as well as 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 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.

14
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ADVERTISING AND MARKETING INVESTMENT
- ------------------------------------

Because consumer demand for athletic footwear and apparel is heavily
influenced by brand image, the Company's business requires substantial
investments in marketing and advertising, including television and other
advertising, athlete endorsements and athletic sponsorships, as well as
investments in retail presence. In the event that such investments do not
achieve the desired effect in terms of increased retailer acceptance and/or
consumer purchase of the Company's products, there could be an adverse impact on
the Company's financial results.

RETAIL OPERATIONS
- -----------------

At the end of 1996, the Company operated approximately 140 retail stores in
the U.S. and a significant number of retail stores internationally which are
operated either directly or through the Company's distributors. The Company has
made a significant capital investment in opening these stores and incurs
significant expenditures in operating these stores. To the extent the Company
continues to expand its retail organization, the Company's performance could be
adversely affected by lower than anticipated sales at its retail stores. The
performance of the Company's retail organization is also subject to general
retail market conditions.

TIMELINESS OF PRODUCT
- ---------------------

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

INTERNATIONAL SALES AND PRODUCTION
- ----------------------------------

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

15
17

difficulty in delivering product. Some of the components used in the Company's
technologies are obtained from only one or two sources and thus a loss of supply
could disrupt production.

RISK OF DEBT
- ------------

In connection with the Company's Dutch auction share repurchase, the
Company incurred $640 million in additional debt to finance the repurchase of
shares (of which $50 million was prepaid in February 1997) and entered into a
$750 million revolving credit line which replaced its prior $300 million
revolving credit facility. As a result of these new credit arrangements, the
Company currently faces significantly increased interest expense and debt
amortization, as compared to the past. The credit arrangements contain certain
covenants (including restrictions on asset acquisitions, capital expenditures
and future indebtedness and the requirement to maintain a minimum interest
coverage ratio) which are intended to limit the Company's future actions and
which may also limit the Company's financial, operating and strategic
flexibility. In addition, the Company's failure to make timely payments of
interest and principal on its debt, or to comply with the material covenants
applicable thereto, could result in significant negative consequences.

The Company believes that its cash, short-term investments and access to
new credit facilities, together with its anticipated cash flow from operations,
are adequate for its needs in the foreseeable future. However, the Company's
actual experience may differ from the expectations set forth in the preceding
sentence. Factors that might lead to a difference include, but are not limited
to, the matters discussed herein as well as future events that might have the
effect of reducing the Company's available cash balances (such as unexpected
operating losses or capital or other expenditures) or that might reduce or
eliminate the availability of external financial resources.

RISK OF CURRENCY FLUCTUATIONS
- -----------------------------

The Company conducts operations in various international countries and a
significant portion of its sales are transacted in local currencies. As a
result, the Company's revenues are subject to foreign exchange rate
fluctuations. The Company enters into forward currency exchange contracts 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. However, no assurance can be given that
fluctuation in foreign currency exchange rates will not have an adverse impact
on the Company's revenues, net profits or financial condition.

CUSTOMERS
- ---------

Although the Company has no single customer that represents 10% or more of
its sales, the Company has certain significant customers, the loss of which
could have an adverse effect on its business. There could also be a negative
effect on the Company's business if any such significant customer became
insolvent or otherwise failed to pay its debts.

INTELLECTUAL PROPERTY
- ---------------------

The Company believes that its trademarks, technologies and designs are of
great value. From time to time the Company has been, and may in the future be,
the subject of litigation challenging its ownership of certain intellectual
property. Loss of the REEBOK or ROCKPORT trademark rights could have a serious
impact on the Company's business. Because of the

16
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importance of such intellectual property rights, the Company's business is
subject to the risk of counterfeiting, parallel trade or intellectual property
infringement. The Company is, however, vigilant in protecting its intellectual
property rights.

LITIGATION
- ----------

The Company is subject to the normal risks of litigation with respect to
its business operations.

ECONOMIC FACTORS
- ----------------

The Company's business is subject to economic conditions in the Company's
major markets, including, without limitation, recession, inflation, general
weakness in retail markets and changes in consumer purchasing power and
preferences. Adverse changes in such economic factors could have a negative
effect on the Company's business.

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.

ABILITY TO IMPROVE PERFORMANCE OF REEBOK FOOTWEAR BUSINESS
- ----------------------------------------------------------

The Company has recently taken steps which it believes may improve the
performance of its REEBOK footwear business. There are, however, many
uncertainties associated with accomplishment of such an improvement. These
include the decline in recent years in the Company's share of the U.S. athletic
footwear market, slower overall growth in the U.S. athletic footwear market, the
emergence and growth of strong competitors, the substantial and increasing
investment by such competitors in marketing and advertising, and the possibility
of changing consumer preferences. Moreover, while the Company has received
initial positive indications from certain retailers as to its new products,
there is not yet any evidence or assurance as to consumer response to many of
these new products.

EMPLOYEES
- ---------

As of December 31, 1996, the Company had approximately 6,900 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
- -----------------------------------------------------------

The Company is filing herewith selected portions of its Annual Report to
Shareholders for the year ended December 31, 1996 (the "1996 Annual Report")
with the Securities and Exchange Commission. Financial information pertaining to
the Company's foreign and domestic operations is incorporated herein by
reference from Note 15 on page 42 of the 1996 Annual Report.

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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 53 President, Chief Executive Officer and
Chairman of the Board of Directors

Paul R. Duncan 56 Executive Vice President and Director

Robert Meers 53 Executive Vice President, President and Chief
Executive Officer of the Reebok Division and
Director

Angel R. Martinez 41 Executive Vice President, President and Chief
Executive Officer of The Rockport Company

Kenneth I. Watchmaker 54 Executive Vice President and Chief Financial
Officer

Arthur I. Carver 46 Senior Vice President, Sourcing and
Logistics Reebok Division,

Roger Best 44 Senior Vice President of the Reebok Division
and General Manager of Reebok North America

Bruce Nevins 59 Senior Vice President of the Reebok Division
and Managing Director of Reebok's
International Division

Barry Nagler 40 General Counsel and Vice President

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. In November, 1996,
Mr. Duncan transitioned to a new part-time position with the Company in which he
will be responsible for special projects. He was previously President of the
Specialty Business Group since 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.

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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 an Executive Vice President
of the Company 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.

Arthur I. Carver has been the Senior Vice President of Sourcing and
Logistics of the Reebok Division since January 1996. Prior to that, Mr. Carver
was Vice President of Operations Development Worldwide for the Reebok Division
since February 1994. Previously, from June 1992 through February 1994, he was
Vice President of North American Operations. Prior to that, he was Director of
Sales Operations. Mr. Carver joined the Company in 1990.

Roger Best has been Senior Vice President of the Reebok Division and
General Manager of Reebok North America since February 1996. Prior to that, he
was Regional Vice President of the Reebok Division's Northern Europe Operations
and Managing Director of Reebok U.K. since April 1995. Previously, from January
1992 through April 1995, he was Managing Director of Reebok U.K. Mr. Best joined
the Company in 1992.

Bruce Nevins has been Senior Vice President of the Reebok Division and
Managing Director of Reebok's International Division since April 1995. Prior to
that, Mr. Nevins was Senior Vice President of New Markets for the Reebok
Division since February 1994, when he joined the Company. Prior to joining
Reebok, Mr. Nevins was President of Umbro International from July 1990 through
February 1994.

Barry Nagler has been Vice President of the Company since May 1995 and
General Counsel since September 1995. Prior to that, Mr. Nagler was divisional
Vice President and Assistant General Counsel for the Company since September
1994. He joined the Company in June 1987 as 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

19
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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, 2000, with a
three-year renewal option 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. In order to
address the need for additional space at its corporate headquarters, in August
1996 the Company signed an option agreement for the potential purchase of a 42
acre site in Canton, Massachusetts, to be developed as a corporate headquarters
facility. Consummation of the purchase of the site is subject to obtaining
permits and other approvals and is not expected to be complete until early next
year. Construction of the corporate headquarters facility is expected to take
approximately two years following consummation of the purchase. 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 which it uses as a warehouse and distribution center.

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.

The Company's wholly owned U.K. subsidiary, Reebok International Limited,
entered into a fifteen-year lease for the previous corporate headquarters of the
Company's International operations in Stockley Park, London, (approximately
37,000 square feet) which is guaranteed by the Company. Since the Company has
moved its International operations to Stoughton, Massachusetts the property has
been subleased to two parties for the term of the lease. The Company's U.K.
subsidiary, Reebok International Limited, moved to a new corporate headquarters
building in Denham Lock, England in March 1996, for which it entered into a 7
year lease. The new 14,000 square foot corporate headquarters building, also
houses 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

20
22

California where it was assigned Civil Action Number 93-4433LGB) and, as a
result, the case was dismissed. The Plaintiff has appealed the decision. The
Company believes that the Plaintiff's appeal is without merit and is confident
that the District Court decision will be upheld.

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

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 is filing herewith selected portions of its 1996 Annual Report
with the Securities and Exchange Commission. The information required by this
Item is incorporated herein by reference from page 46 of the 1996 Annual Report.

Item 6. Selected Financial Data.
- ------ -----------------------

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

Item 8. Financial Statements and Supplementary Data.
- ------ -------------------------------------------

The Company is filing herewith selected portions of its 1996 Annual Report
with the Securities and Exchange Commission. The consolidated financial
statements required by this Item, together with the report of the Company's
independent auditors for 1996, are contained therein and are incorporated herein
by reference from pages 31 through 43 of the 1996 Annual Report. The
supplementary financial information required by this Item is contained in the
1996 Annual Report on page 44 and such information is incorporated by reference
herein. The financial statements, supplementary data, and Report of Independent
Auditors for 1995 and 1994 are listed under Part IV, Item 14 in this report.

21
23
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 1, 1997,
which will be filed with the Securities Exchange Commission on or before March
26, 1997 (the "1997 Proxy Statement"), under the headings "Information with
Respect to Nominees", "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 1997 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 1997 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 1997 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 appearing in the Company's
1996 Annual Report are incorporated by reference in Item 8 of this Form 10-K:

1996 ANNUAL REPORT PAGE
-----------------------

Consolidated Balance Sheets at

22
24
December 31, 1996 and 1995 31

For each of the three years ended
December 31, 1996, 1995 and 1994:

Consolidated Statements of
Income 32

Consolidated Statements of
Stockholders' Equity 33

Consolidated Statements of
Cash Flows 34

Notes to Consolidated Financial Statements 35-42

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-1

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) 2. 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)

23
25

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), (14)

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 Credit Agreement, dated August 23, 1996, among the Company, the
Lenders and Co- Agents named therein and Credit Suisse, as
Administrative Agent, as amended by the First Amendment dated as
of August 23, 1996. (16)

Management Contracts and Compensatory Plans.
-------------------------------------------

10.8 Reebok International Ltd. 1994 Equity Incentive Plan, as amended

10.9 Reebok International Ltd. Equity and Deferred Compensation Plan
for Directors (14)

10.10 Reebok International Ltd. 1985 Stock Option Plan, as
amended (11)

10.11 Reebok International Ltd. 1987 Stock Option Plan for Directors,
as amended (12)

10.12 Reebok International Ltd. 1987 Stock Bonus Plan (3)

10.13 Reebok International Ltd. Excess Benefits Plan (8)

10.14 Reebok International Ltd. Supplemental Executive Retirement
Plan (15)

10.15 Reebok International Ltd. Executive Performance Incentive
Plan (15)

10.16 Amendment to Executive Performance Incentive Plan

24
26

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 Employment Agreement with Kenneth Watchmaker (12)

10.21 Change of Control Agreement with Kenneth Watchmaker (12)

10.22 Supplemental Retirement Program for Kenneth Watchmaker (12)

10.23 Contingent Severance Agreement with Angel Martinez (13)

10.24 Lease with Angel Martinez (13)

10.25 Amendment dated October 30, 1995 to Lease with Angel
Martinez (15)

10.26 Amendment dated January 1997 to Lease with Angel Martinez

10.27 Employment Agreement with Roger Best

10.28 Change of Control Agreement with Robert Meers

(11) Statement Re Computation of Per Share Earnings.
----------------------------------------------

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

(13) Annual Report to Security Holders.
---------------------------------

13.1 Selected Portions of Registrant's 1996 Annual Report to
Shareholders

(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.

25
27

(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-K dated February
15, 1994 and incorporated by reference herein.

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

(15) Filed as an Exhibit to Reebok International Ltd. Form 10-K dated March 29,
1996 and incorporated by reference herein.

(16) Filed as an Exhibit to Reebok International Ltd. Form 10-Q for the quarter
ended September 30, 1996 and incorporated herein by reference.

26
28

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 27, 1997

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 B. FIREMAN
- -----------------------------------
Paul B. 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

/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

28
30

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

/s/ GEOFFREY NUNES
- -----------------------------------
Geoffrey Nunes
Director

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

Dated: March 27, 1997

29
31

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

REEBOK INTERNATIONAL LTD.
(Amounts in thousands)

Balance at
end of Balance at Charged to Charged to Deductions Balance at
description Beginning Costs and Other From End of
period of Period Expenses Accounts Allowances(A) Period
- ----------- ---------- ---------- ---------- ------------- -----------

YEAR ENDED DECEMBER 31, 1996
Reserves and allowances deducted
from asset accounts:
Allowance for doubtful accounts $46,401 $10,225 $13,099 $43,527

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

- ------------

(A) Uncollectible accounts written off, net of recoveries

F-1
32

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 reference
letter of credit facilities

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

10.8 Reebok International Ltd. 1994 Equity Filed herewith
Incentive Plan, as amended

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

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

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

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

10.13 Reebok International Ltd. Excess Incorporated by
Benefits Plan reference

10.14 Reebok International Ltd. Supplemental Incorporated by
Executive Retirement Plan reference

10.15 Reebok International Ltd. Executive Incorporated by
Performance Incentive Plan reference

10.16 Amendment to Executive Performance Filed herewith
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 Employment Agreement with Kenneth Incorporated by
Watchmaker reference

10.21 Change of Control Agreement with Incorporated by
Kenneth Watchmaker reference

10.22 Supplemental Retirement Program for Incorporated by
Kenneth Watchmaker reference

10.23 Contingent Severance Agreement with Incorporated by
Angel Martinez reference

10.24 Lease with Angel Martinez Incorporated by
reference

10.25 Amendment dated October 30, 1995 Incorporated by
to Lease with Angel Martinez reference

10.26 Amendment dated January 1996 Filed herewith
to Lease with Angel Martinez

10.27 Employment Agreement with Roger Best Filed herewith

10.28 Change of Control Agreement with Robert Filed herewith
Meers

11. Statement Re Computation of Per Filed herewith
Share Earnings

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

13.1 Selected Portions of Registrant's Filed herewith
1996 Annual Report to Shareholders

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