<PAGE>   1

    As filed with the Securities and Exchange Commission on September 9, 1997
                                                                  File No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                             THE TIMBERLAND COMPANY
             (Exact name of registrant as specified in its charter)


           DELAWARE                                    02-0312554
 (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                                200 DOMAIN DRIVE
                          STRATHAM, NEW HAMPSHIRE 03885
          (Address of principal executive offices, including zip code)

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

               1997 STOCK OPTION PLAN FOR NON-EXECUTIVE EMPLOYEES
                               1997 INCENTIVE PLAN

                            -------------------------
                            (Full title of the plans)

                                SIDNEY W. SWARTZ
                      President and Chief Executive Officer
                             The Timberland Company
                                200 Domain Drive
                          Stratham, New Hampshire 03885
                                 (603) 772-9500
     (Name and address, including zip code, and telephone number, including
                        area code, of agent for service)

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

                  Please send copies of all communications to:
                              HEMMIE CHANG, ESQUIRE
                                  Ropes & Gray
                             One International Place
                           Boston, Massachusetts 02110
                                 (617) 951-7000

<TABLE>
                         CALCULATION OF REGISTRATION FEE

<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Title of securities    Amount to be      Proposed maximum           Proposed maximum            Amount of
to be registered       registered    offering price per share   aggregate offering price    registration fee
- ------------------------------------------------------------------------------------------------------------
<S>                     <C>                <C>                      <C>              
Class A Common          134,750(1)         $40.625(4)               $ 5,474,218.75(4)
Stock, par value        146,500(2)         $54.111(4)               $ 7,927,261.50(4)
$0.01                   853,500(3)         $66.813(5)               $57,024,895.50(5)
                      ---------                                     --------------
                      1,134,750                                     $70,426,375.75              $21,341.33
- ------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Shares subject to options previously granted pursuant to the 1997 Stock
     Option Plan for Non-Executive Employees.
(2)  Shares subject to options previously granted pursuant to the 1997 Incentive
     Plan.
(3)  Shares subject to options authorized but not yet granted pursuant to the
     1997 Incentive Plan.
(4)  Based on the weighted average per share exercise price of the options
     pursuant to which such shares may be issued.
(5)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(h) on the basis of the average of the high and low prices of
     The Timberland Company Class A Common Stock, par value $0.01, reported on
     the New York Stock Exchange Composite Transactions tape on September 2,
     1997.

================================================================================





<PAGE>   2


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant hereby incorporates the following documents herein by reference:

(a)      The Registrant's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1996 (which incorporates by reference certain information
         from the Registrant's Proxy Statement relating to the 1996 Annual
         Meeting of Shareholders) (File No. 1-9548).

(b)      All other reports filed by the Registrant with the Securities and
         Exchange Commission pursuant to Section 13(a) or Section 15(d) of the
         Securities Exchange Act of 1934 (the "Exchange Act") since the end of
         the fiscal year covered by the Registrant's Annual Report referred to
         above.

(c)      The description of the Company's Class A Common Stock, $0.01 par value
         per share, contained in the Company's Registration Statement on Form
         8-A (File Number 1-9548) filed on May 17, 1991, including any
         amendments or reports filed for the purpose of updating such
         description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not required.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

No material interests.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law, as amended (the
"DGCL"), provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any such
person serving in any such capacity who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor, against expenses
actually and reasonably incurred in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of Chancery or
such other court in which such



                                       -2-


<PAGE>   3


action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.

          Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL (relating to unlawful payment of dividends and unlawful
stock purchase and redemption), or (iv) for any transaction from which the
director derived an improper personal benefit.

          Section 8 of the Registrant's Restated Certificate of Incorporation,
as amended, requires the Registrant to indemnify each person who is or was or
has agreed to be a director or officer of the Registrant against expenses
(including attorney's fees), judgments, fines, penalties and amounts paid in
settlement to the maximum extent permitted from time to time under the DGCL. In
addition, Section 9 provides that no director of the Registrant shall be liable
for any breach of fiduciary duty, except to the extent that the DGCL prohibits
the elimination or limitation of liability of directors for breach of fiduciary
duty.

         The Registrant maintains insurance, at its expense, to protect itself
and any of its directors, officers, employees or agents covered thereby against
any expense, liability or loss, subject to certain limits in coverage and
deductibles, whether or not the Registrant would have the power to indemnify
such person against such expense, liability or loss under the DGCL. The
Registrant intends to maintain such insurance so long as such insurance is
available at reasonable rates.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

Exhibit


4.1.           Specimen stock certificate representing shares of the Company's
               Class A Common Stock.

4.2.           1997 Stock Option Plan for Non-Executive Employees.

4.3.           1997 Incentive Plan.

5.             Opinion of Ropes & Gray.

23.1.          Consent of Deloitte & Touche.

23.2.          Consent of Ropes & Gray (contained in the opinion filed as
               Exhibit 5 to this registration statement).

24.            Power of Attorney (included in Part II of this registration
               statement under the caption "Signatures").




                                       -3-


<PAGE>   4

ITEM 9.   UNDERTAKINGS.

          (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in this registration statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
shall not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.




                                       -4-


<PAGE>   5


                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stratham, State of New Hampshire on this 9th day of
September, 1997.



                                   By: /s/ Sidney W. Swartz
                                       --------------------------------------
                                       Sidney W. Swartz
                                       Chief Executive Officer


          Each person whose signature appears below constitutes and appoints
Sidney W. Swartz, Jeffrey B. Swartz and Dennis W. Hagele, and each of them
individually, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement on Form S-8 to be filed by The
Timberland Company, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed below by the following
persons in the capacities shown on the date indicated.

<TABLE>
<CAPTION>

Signature                     Title                                          Date
- ---------                     -----                                          ----

<S>                           <C>                                            <C>    
/s/ Sidney W. Swartz          Chairman of the Board, Chief Executive         September 9, 1997
- ----------------------        Officer, President and Director
Sidney W. Swartz              (Principal Executive Officer)
                              

/s/ Jeffrey B. Swartz         Executive Vice President, Chief                September 9, 1997
- -----------------------       Operating Officer and Director
Jeffrey B. Swartz             


/s/ Geoffrey J. Hibner        Senior Vice President-Finance and              September 9, 1997
- -----------------------       Administration and Chief Financial
Geoffrey J. Hibner            Officer (Principal Financial Officer)


/s/ Dennis W. Hagele          Vice President-Finance and Corporate           September 9, 1997
- -----------------------       Controller (Principal Accounting Officer)
Dennis W. Hagele              


</TABLE>






<PAGE>   6


/s/ Robert M. Agate                Director                 September 9, 1997   
- -------------------------                                                      
Robert M. Agate                                                                
                                                                               
                                                                               
                                                                               
/s/ John F. Brennan                Director                 September 9, 1997  
- -------------------------                                                      
John F. Brennan                                                                
                                                                               
                                                                               
                                                                               
/s/ Ian W. Diery                   Director                 September 9, 1997  
- -------------------------                                                      
Ian W. Diery                                                                   
                                                                               
                                                                               
                                                                               
/s/ John A. Fitzsimmons            Director                 September 9, 1997  
- -------------------------                                                      
John A. Fitzsimmons                                                            
                                                                               
                                                                               
                                                                               
/s/ Abraham Zaleznik               Director                 September 9, 1997  
- -------------------------                                                      
Abraham Zaleznik                                                               
















<PAGE>   7


                                  EXHIBIT INDEX



Exhibit
- -------
Number           Title of Exhibit
- ------           ----------------

4.1.             Specimen stock certificate representing shares of the 
                 Company's Class A Common Stock.

4.2.             1997 Stock Option Plan for Non-Executive Employees.

4.3.             1997 Incentive Plan.

5.               Opinion of Ropes & Gray.

23.1.            Consent of Deloitte & Touche.

23.2.            Consent of Ropes & Gray (contained in the opinion filed as 
                 Exhibit 5 to this registration statement).

24.              Power of Attorney (included in Part II of this registration 
                 statement under the caption "Signatures").





                                       -7-
[{"type": "S-8", "sequence": "1", "description": "TIMBERLAND COMPANY", "secsgml_size_bytes": 20706}]
{"company-data": {"conformed-name": "TIMBERLAND CO", "cik": "0000814361", "assigned-sic": "3140", "irs-number": "020312554", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "file-number": "333-35223", "film-number": "97677576"}, "business-address": {"street1": "200 DOMAIN DR", "city": "STRATHAM", "state": "NH", "zip": "03885", "phone": "6037729500"}, "mail-address": {"street1": "200 DOMAIN DR", "city": "STRATHAM", "state": "NH", "zip": "03885"}}
1

    As filed with the Securities and Exchange Commission on September 9, 1997
                                                                  File No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                             THE TIMBERLAND COMPANY
             (Exact name of registrant as specified in its charter)

           DELAWARE                                    02-0312554
 (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                                200 DOMAIN DRIVE
                          STRATHAM, NEW HAMPSHIRE 03885
          (Address of principal executive offices, including zip code)

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

               1997 STOCK OPTION PLAN FOR NON-EXECUTIVE EMPLOYEES
                               1997 INCENTIVE PLAN

                            -------------------------
                            (Full title of the plans)

                                SIDNEY W. SWARTZ
                      President and Chief Executive Officer
                             The Timberland Company
                                200 Domain Drive
                          Stratham, New Hampshire 03885
                                 (603) 772-9500
     (Name and address, including zip code, and telephone number, including
                        area code, of agent for service)

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

                  Please send copies of all communications to:
                              HEMMIE CHANG, ESQUIRE
                                  Ropes & Gray
                             One International Place
                           Boston, Massachusetts 02110
                                 (617) 951-7000

                         CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
Title of securities    Amount to be      Proposed maximum           Proposed maximum            Amount of
to be registered       registered    offering price per share   aggregate offering price    registration fee
- ------------------------------------------------------------------------------------------------------------
Class A Common          134,750(1)         $40.625(4)               $ 5,474,218.75(4)
Stock, par value        146,500(2)         $54.111(4)               $ 7,927,261.50(4)
$0.01                   853,500(3)         $66.813(5)               $57,024,895.50(5)
                      ---------                                     --------------
                      1,134,750                                     $70,426,375.75              $21,341.33
- ------------------------------------------------------------------------------------------------------------
(1)  Shares subject to options previously granted pursuant to the 1997 Stock
     Option Plan for Non-Executive Employees.
(2)  Shares subject to options previously granted pursuant to the 1997 Incentive
     Plan.
(3)  Shares subject to options authorized but not yet granted pursuant to the
     1997 Incentive Plan.
(4)  Based on the weighted average per share exercise price of the options
     pursuant to which such shares may be issued.
(5)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(h) on the basis of the average of the high and low prices of
     The Timberland Company Class A Common Stock, par value $0.01, reported on
     the New York Stock Exchange Composite Transactions tape on September 2,
     1997.

================================================================================
2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant hereby incorporates the following documents herein by reference:

(a)      The Registrant's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1996 (which incorporates by reference certain information
         from the Registrant's Proxy Statement relating to the 1996 Annual
         Meeting of Shareholders) (File No. 1-9548).

(b)      All other reports filed by the Registrant with the Securities and
         Exchange Commission pursuant to Section 13(a) or Section 15(d) of the
         Securities Exchange Act of 1934 (the "Exchange Act") since the end of
         the fiscal year covered by the Registrant's Annual Report referred to
         above.

(c)      The description of the Company's Class A Common Stock, $0.01 par value
         per share, contained in the Company's Registration Statement on Form
         8-A (File Number 1-9548) filed on May 17, 1991, including any
         amendments or reports filed for the purpose of updating such
         description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not required.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

No material interests.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law, as amended (the
"DGCL"), provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any such
person serving in any such capacity who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor, against expenses
actually and reasonably incurred in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of Chancery or
such other court in which such

                                       -2-
3

action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.

          Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL (relating to unlawful payment of dividends and unlawful
stock purchase and redemption), or (iv) for any transaction from which the
director derived an improper personal benefit.

          Section 8 of the Registrant's Restated Certificate of Incorporation,
as amended, requires the Registrant to indemnify each person who is or was or
has agreed to be a director or officer of the Registrant against expenses
(including attorney's fees), judgments, fines, penalties and amounts paid in
settlement to the maximum extent permitted from time to time under the DGCL. In
addition, Section 9 provides that no director of the Registrant shall be liable
for any breach of fiduciary duty, except to the extent that the DGCL prohibits
the elimination or limitation of liability of directors for breach of fiduciary
duty.

         The Registrant maintains insurance, at its expense, to protect itself
and any of its directors, officers, employees or agents covered thereby against
any expense, liability or loss, subject to certain limits in coverage and
deductibles, whether or not the Registrant would have the power to indemnify
such person against such expense, liability or loss under the DGCL. The
Registrant intends to maintain such insurance so long as such insurance is
available at reasonable rates.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

Exhibit

4.1.           Specimen stock certificate representing shares of the Company's
               Class A Common Stock.

4.2.           1997 Stock Option Plan for Non-Executive Employees.

4.3.           1997 Incentive Plan.

5.             Opinion of Ropes & Gray.

23.1.          Consent of Deloitte & Touche.

23.2.          Consent of Ropes & Gray (contained in the opinion filed as
               Exhibit 5 to this registration statement).

24.            Power of Attorney (included in Part II of this registration
               statement under the caption "Signatures").

                                       -3-
4

ITEM 9.   UNDERTAKINGS.

          (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in this registration statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
shall not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                       -4-
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stratham, State of New Hampshire on this 9th day of
September, 1997.

                                   By: /s/ Sidney W. Swartz
                                       --------------------------------------
                                       Sidney W. Swartz
                                       Chief Executive Officer

          Each person whose signature appears below constitutes and appoints
Sidney W. Swartz, Jeffrey B. Swartz and Dennis W. Hagele, and each of them
individually, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement on Form S-8 to be filed by The
Timberland Company, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed below by the following
persons in the capacities shown on the date indicated.
Signature                     Title                                          Date
- ---------                     -----                                          ----
/s/ Sidney W. Swartz          Chairman of the Board, Chief Executive         September 9, 1997
- ----------------------        Officer, President and Director
Sidney W. Swartz              (Principal Executive Officer)
                              

/s/ Jeffrey B. Swartz         Executive Vice President, Chief                September 9, 1997
- -----------------------       Operating Officer and Director
Jeffrey B. Swartz             

/s/ Geoffrey J. Hibner        Senior Vice President-Finance and              September 9, 1997
- -----------------------       Administration and Chief Financial
Geoffrey J. Hibner            Officer (Principal Financial Officer)

/s/ Dennis W. Hagele          Vice President-Finance and Corporate           September 9, 1997
- -----------------------       Controller (Principal Accounting Officer)
Dennis W. Hagele
6

/s/ Robert M. Agate                Director                 September 9, 1997   
- -------------------------                                                      
Robert M. Agate                                                                
                                                                               
                                                                               
                                                                               
/s/ John F. Brennan                Director                 September 9, 1997  
- -------------------------                                                      
John F. Brennan                                                                
                                                                               
                                                                               
                                                                               
/s/ Ian W. Diery                   Director                 September 9, 1997  
- -------------------------                                                      
Ian W. Diery                                                                   
                                                                               
                                                                               
                                                                               
/s/ John A. Fitzsimmons            Director                 September 9, 1997  
- -------------------------                                                      
John A. Fitzsimmons                                                            
                                                                               
                                                                               
                                                                               
/s/ Abraham Zaleznik               Director                 September 9, 1997  
- -------------------------                                                      
Abraham Zaleznik
7

                                  EXHIBIT INDEX

Exhibit
- -------
Number           Title of Exhibit
- ------           ----------------

4.1.             Specimen stock certificate representing shares of the 
                 Company's Class A Common Stock.

4.2.             1997 Stock Option Plan for Non-Executive Employees.

4.3.             1997 Incentive Plan.

5.               Opinion of Ropes & Gray.

23.1.            Consent of Deloitte & Touche.

23.2.            Consent of Ropes & Gray (contained in the opinion filed as 
                 Exhibit 5 to this registration statement).

24.              Power of Attorney (included in Part II of this registration 
                 statement under the caption "Signatures").

                                       -7-