As filed with the Securities and Exchange Commission on 
                  December 16, 1994         
 
                               Registration No. 33-                         
 
                    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 
of incorporation or organization)          Identification Number) 
 
                                      
                                                  
                             200 Domain Drive 
                      Stratham, New Hampshire  03885 
    (Address, of principal executive offices, including zip code) 
 
                          STOCK OPTION AGREEMENT 
                         (Full title of the plan) 
                           ____________________ 
 
                             SIDNEY W. SWARTZ 
                          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                     Proposed     Proposed
each class                   maximum      maximum    Amount
securities      Amount       offering     aggregate  of
to be           to be        price per    offering   registration
registered      registered   share<F1>    price<F1>  fee
 
 
 
Class A          18,750      $21.06      $394,875.00 $137.00 
Common Stock
$.01 Par Value 
 
<f>
<F1>  Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457 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 NYSE on December 13, 1994. 
</f>

                         Exhibit Index on page 13; 
                            Page 1 of 17 pages. 
 
 
 
 
                          THE TIMBERLAND COMPANY 
 
 
                           Class A Common Stock 
                               18,750 Shares 
 
                                                 
 
 
 This Prospectus relates to 18,750 shares of Class A Common Stock, $.01 par
value per share ("Common Stock"), of The Timberland Company (the "Company" or
"Registrant") which may be sold by a certain selling stockholder (the 
"Selling Stockholder") of the Company from time to time through the public 
securities markets or through negotiated transactions.  The Company will not
receive any of the proceeds from the sale of the Common Stock offered hereby. 
 
Investment considerations are discussed on page 2 of this Prospectus. 
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE 
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY 
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.  
 
 The Company's Common Stock is listed on the New York Stock Exchange. 
 
 
 
      
             The date of this Prospectus is December 16, 1994. 
 
                                                 
 
                              CONTENTS 
 
                                                                               
                                                        Page 
 
AVAILABLE INFORMATION                                     1 
 
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE           1 
 
INVESTMENT CONSIDERATIONS                                 2 
 
SELLING STOCKHOLDER                                       3 
 
PLAN OF DISTRIBUTION                                      4 
 
 
 
 
 
 
 
 
                           




                            AVAILABLE INFORMATION 
 
    The Registrant is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other 
information with the Securities and Exchange Commission (the "Commission"). 
Reports, proxy statements and other information filed by the Registrant can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at
its regional offices at Seven World Trade Center, 13th Floor, New York, New
York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661.  Copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. 
 
    The Registrant's Common Stock is listed on the New York Stock Exchange and
reports, proxy and information statements and other information concerning the
Registrant can be inspected at 20 Broad Street, New York, New York 10005. 
 
 
               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 
 
    The following documents filed with the Securities and Exchange Commission
(the "Commission") (File No. 1-9548) are incorporated herein by reference: 
 
    (a) The Company's annual report on Form 10-K for the fiscal year ended
December 31, 1993, as amended, filed pursuant to Section 13(a) or 15(d) of the
Exchange Act. 
 
    (b) The Company's quarterly reports on Form 10-Q for the fiscal quarters
ended April 1, 1994, July 1, 1994 and September 30, 1994 filed pursuant to
Section 13(a) or 15(d) of the Exchange Act. 
 
    (c) The description of the Company's Common Stock, contained in the
Company's Registration Statement on Form 8-A (Commission File Number 1-9548),
filed pursuant to Section 12(g) of the Exchange act, including any amendment or
report filed for the purpose of updating such description.   
 
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act after the date
of this Prospectus prior to the termination of the offering shall be deemed
incorporated herein by reference from the date of filing of such documents. 
 
    The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents that have been incorporated by reference in
this Prospectus, other than exhibits to such documents.  Such documents 
may be obtained by writing to The Timberland Company, Assistant Secretary, 200
Domain Drive, Stratham, New Hampshire, 03885, or by calling (603) 772-9500. 

 
    No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with the offer contained 
in this Prospectus, and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company.  This
Prospectus relates solely to shares of Common Stock previously issued to the
Selling Stockholder, Thomas R. Schwarz, under the Stock Option Agreement dated
as of March 20, 1988, with the Company, that are hereby offered for the account
of the Selling Stockholder and it may not be used or relied on in connection
with any other offer or sale of securities of the Company.  Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any 
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof.  This Prospectus does not
constitute an offer or solicitation in any state in which, or to any person to
whom, it is unlawful to make such offer or solicitation. 
                          _________________________ 
 
                                 THE COMPANY 
 
    The Timberland Company, a Delaware corporation, has its principal executive
offices at 200 Domain Drive, Stratham, New Hampshire 03885 (telephone number
(603) 772-9500). 
 
    The Timberland Company designs, develops, manufacturers and markets men's
and women's premium quality footwear, apparel and accessories under the
Timberland  brand.  These products are 
sold primarily through better-grade department stores and retail stores
throughout the United States and in more than 50 countries worldwide.  In
addition, the Company sells its products through specialty stores devoted
exclusively to Timberland  products which are operated or licensed by it in the
United States, Europe, South America, Mexico, Australia, New Zealand and Asia. 
The Company also sells its products through Company-operated factory outlet
stores. 
 
                         INVESTMENT CONSIDERATIONS 
 
    The following risk factors should be considered together with the other
information contained in this Prospectus, in evaluating an investment in the
Company. 
 
    Competition.  The Company has a variety of separate major competitors in
sales of its separate lines of footwear, apparel and accessories.  The
Company's footwear lines are marketed in a highly competitive environment, and
the footwear industry is subject to rapid changes in consumer preference. 
Although the footwear industry is fragmented to a great degree, many of the 
Company's competitors are larger and have substantially greater resources than
the Company. 
 
    Reliance on Personnel.  The Company is dependent on its senior management
including its Chief Executive Officer, Sidney W. Swartz, and its Chief
Operating Officer, Jeffrey B. Swartz.  There can be no assurance that the 
Company will be able to retain the services of its senior management.  
The loss of key management personnel could have an adverse effect on the 
Company and its operations. 

                        
    Liquidity and Capital Resources.  The Company uses unsecured revolving and
committed lines of credit as the primary sources of financing to meet its
seasonal and general working capital requirements.  In order to meet its 
capital requirements in the coming year, the Company completed a private 
placement with a group of lenders for $106 million of senior unsecured notes 
(the "Notes") on December 15, 1994.  The Notes bear interest at a fixed rate 
of 8.94% per annum and mature in 2001.  The proceeds from the sale of the 
Notes will be used to repay existing indebtedness.  The failure to raise 
capital on a timely basis to fund the Company's growth could have a material 
adverse effect on the Company, its liquidity and its operations. 
 
    Seasonality.  The Company's sales and profits have traditionally been
higher in the second half of the year than the first half and the Company
expects this trend to continue.  Weather conditions can have an impact on the
sale of certain product lines. For instance, unseasonably warm weather 
has adversely affected the Company's sales of winter clothing and footwear for
the fourth quarter of 1994. 
 
    Control by Existing Stockholders.  Sidney W. Swartz owns over 99% of the
Company's Class B Common Stock, and a trust for the benefit of his family owns
3,442,654 shares of Common Stock.  Thus, Mr. Swartz alone holds over 80% of 
the combined voting power of the Company's capital stock and the trust holds 
more than 45% of the outstanding Common Stock.  This enables 
Mr. Swartz to control the Company's affairs and the trust to exercise
considerable influence over the election of all directions entitled to be
elected by the holders of the Common Stock voting separately as a class.   
 
    Manufacturing.  Some of the Company's products are manufactured in the
Dominican Republic and sourced from third-party suppliers abroad, and imports
from these locations may, in the future, be subject to restrictions by the
United States. 
 
                              USE OF PROCEEDS 
 
    The Company will not receive any of the proceeds from the sale by the
Selling Stockholder of the Common Stock offered hereby. 
 
                            SELLING STOCKHOLDER 
 
    Thomas R. Schwarz is the owner of the 18,750 shares of Common Stock being
offered pursuant to this Prospectus.  Mr. Schwarz was formerly a director of
the Company until July 14, 1994.  He acquired these shares pursuant to the 
exercise of an option to purchase such shares granted to him in a Stock 
Option Agreement dated March 20, 1988.  The option was granted as 
part of an employee benefit plan and was granted as part of Mr. Schwarz's
compensation for acting as director of the Company.  Prior to this offering,
Mr. Schwarz owned 18,750 shares of Common Stock. 
 
                            PLAN OF DISTRIBUTION 
 
The Selling Stockholder may sell from time to time and at any time, the Common
Stock being offered hereby: (i) directly to purchasers; (ii) to dealers; (iii)
through agents; or (iv) through a combination of any such methods of sale. 
 
 
 
       
                                  PART II 
 
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
 
Item 3.    Incorporation of Documents by Reference. 
 
The Timberland Company (the "Registrant" or the "Company") hereby incorporates
the following documents herein by reference: 
 
     (a)  The Company's annual report on Form 10-K for the fiscal year ended
December 31, 1993, as amended, filed pursuant to Section 13(a) or 15(d) of the
Exchange Act, as amended (the "Act"). 
 
     (b)  The Company's quarterly reports filed on Form 10-Q for the fiscal
quarters ended April 1, 1994, July 1, 1994 and September 30, 1994 filed
pursuant to Section 13(a) or 15(d) of the Exchange Act. 
 
     (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
(Commission File Number 1-9548), filed pursuant to Section 12(g) of the
Exchange Act including any amendment or report filed for the purpose of
updating such description. 
 
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this registration statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated herein by
reference from the date of filing of such documents. 
 
Item 4.     Description of Securities. 
 
Not applicable. 
 
Item 5.     Interests of Named Experts and Counsel. 
 
Not applicable. 
 
Item 6.     Indemnification of Directors and Officers. 
 
Section 8 of the Company's Restated Certificate of Incorporation, as amended,
requires that the Company indemnify directors and officers to the maximum
extent permitted by Delaware law, and  also, upon request, to advance 
litigation expenses to directors and officers. Section 9 provides that no 
director of the Company shall be liable for any breach of fiduciary duty, 
except to the extent that the Delaware General Corporation Law prohibits 
the elimination or limitation of liability of directors for breach of 
fiduciary duty. 
 
Section 145 of the Delaware General Corporation Law 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, administrative 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 attorney's
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 by him in connection with the defense
or settlement of such action or suit, if he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, 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 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 Delaware General Corporation Law, as amended, permits
a corporation to eliminate or limit the personal liability of a director to the
Corporation and its stockholders for monetary damages for any breach of
fiduciary duty, except for liability (i) for any breach of the director's duty
of loyalty to the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, or (iii) for any transaction from which the director derived an improper
personal benefit. 
 
Item 7.     Exemption From Registration Claimed. 
 
The sale of 18,750 shares of restricted Common Stock to the Selling Stockholder
was exempted from registration under Section 4(2) of the Securities Act of
1933.  These shares were issued when the stockholder exercised an option issued
to him under an employee benefit plan that the Company  
entered into with the Selling Stockholder on March 20, 1988.  The employee
benefitplan is contained in the Stock Option Agreement dated March 20, 1988
(filed as Exhibit 4 to this Registration Statement).  The shares being
reoffered pursuant to this registration statement were not issued as part of
any public offering. 
 
Item 8.     Exhibits. 
 
Exhibit Number 
 
  4         Stock Option Agreement. 
 
  15        Letter re Unaudited Interim Financial Information. 
 
  23        Consent of Deloitte & Touche L.L.P. 
 
  24        Powers of Attorney (included on page 12 of this                  
            Registration Statement under the caption "Power of
            Attorney"). 
 
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 of 1933; (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; and (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 the registration statement; provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) 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 Securities Exchange Act of 
1934 that are incorporated by reference in the registration statement.  
 
     (2)  that, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 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 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 Act and will be governed by the final adjudication of 
such issue. 
     
 





                               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 on Form S-8 to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Stratham, State of New 
Hampshire, on the 15th day of December, 1994. 
             
                             THE TIMBERLAND COMPANY 
             
             
                             By: /s/ Sidney W. Swartz
                                 Sidney W. Swartz 
                                 Chief Executive Officer 
          
                             POWER OF ATTORNEY 
 
    Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated.  Each person whose signature appears 
below hereby authorizes and constitutes Sidney W. Swartz, Jeffrey B. Swartz 
and Dennis W. Hagele, and each of them singly, his true 
and lawful attorneys with full power to them, and each of them singly, to sign
for him and in his name in the capacities indicated below any and all 
amendments (including post-effective amendments) to this Registration 
Statement and to file the same, with exhibits thereto, and other documents in 
connection therewith, and he hereby ratifies and confirms his 
signature as it may be signed by said attorneys, or any of them, to any and all
such amendments. 
 
Signature                Capacity in Which Signed          Date 
 
/s/ Sidney W. Swartz                                     12/15/94
  Sidney W. Swartz         Chairman of the Board, Chief 
                       Executive Officer, President and 
                         Director (principal executive 
                                 officer) 

/s/ Keith D. Monda                                       12/15/94
Keith D. Monda          Senior Vice President-Finance and 
                            Administration and Chief 
                          Financial Officer (principal 
                               financial officer)

/s/ Dennis W. Hagele                                     12/15/94  
Dennis W. Hagele         Corporate Controller and Chief 
                      Accounting Officer (controller and 
                         principal accounting officer)

/s/ Jeffrey B. Swartz                                    12/15/94
Jeffrey B. Swartz          Executive Vice President 
                         Chief Operating Officer and 
                                 Director
 
/s/ John F. Brennan                                      12/15/94
John F. Brennan                  Director 
 
/s/ Abraham Zaleznik                                     12/15/94
Abraham Zaleznik                 Director
 
/s/ Robert M. Agate                                      12/15/94
Robert M. Agate                  Director 
 
 


                                     
                                     
                               EXHIBIT INDEX 
 
 
    Number      Title of Exhibit                       Page

      4         Stock Option Agreement                  14

     15         Letter re Unaudited Interim
                Financial Information                   16

     23         Consent of Deloitte & Touche L.L.P.     17

     24         Powers of Attorney (included on 
                page 12 of this Registration Statement
                under the caption "Power of Attorney")
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 26674}]
{"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", "act": "33", "file-number": "033-56913", "film-number": "94565154"}, "business-address": {"street1": "11 MERRILL INDUSTRIAL DR", "city": "HAMPTON", "state": "NH", "zip": "03842", "phone": "6039261600"}, "mail-address": {"street1": "11 MERRILL INDUSTRIAL DRIVE", "city": "HAMPTON", "state": "NH", "zip": "03842"}}
As filed with the Securities and Exchange Commission on 
                  December 16, 1994         
 
                               Registration No. 33-                         
 
                    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 
of incorporation or organization)          Identification Number) 
 
                                      
                                                  
                             200 Domain Drive 
                      Stratham, New Hampshire  03885 
    (Address, of principal executive offices, including zip code) 
 
                          STOCK OPTION AGREEMENT 
                         (Full title of the plan) 
                           ____________________ 
 
                             SIDNEY W. SWARTZ 
                          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                     Proposed     Proposed
each class                   maximum      maximum    Amount
securities      Amount       offering     aggregate  of
to be           to be        price per    offering   registration
registered      registered   share
price
fee
 
 
 
Class A          18,750      $21.06      $394,875.00 $137.00 
Common Stock
$.01 Par Value
Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457 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 NYSE on December 13, 1994.
Exhibit Index on page 13; 
                            Page 1 of 17 pages. 
 
 
 
 
                          THE TIMBERLAND COMPANY 
 
 
                           Class A Common Stock 
                               18,750 Shares 
 
                                                 
 
 
 This Prospectus relates to 18,750 shares of Class A Common Stock, $.01 par
value per share ("Common Stock"), of The Timberland Company (the "Company" or
"Registrant") which may be sold by a certain selling stockholder (the 
"Selling Stockholder") of the Company from time to time through the public 
securities markets or through negotiated transactions.  The Company will not
receive any of the proceeds from the sale of the Common Stock offered hereby. 
 
Investment considerations are discussed on page 2 of this Prospectus. 
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE 
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY 
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.  
 
 The Company's Common Stock is listed on the New York Stock Exchange. 
 
 
 
      
             The date of this Prospectus is December 16, 1994. 
 
                                                 
 
                              CONTENTS 
 
                                                                               
                                                        Page 
 
AVAILABLE INFORMATION                                     1 
 
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE           1 
 
INVESTMENT CONSIDERATIONS                                 2 
 
SELLING STOCKHOLDER                                       3 
 
PLAN OF DISTRIBUTION                                      4 
 
 
 
 
 
 
 
 
                           

                            AVAILABLE INFORMATION 
 
    The Registrant is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other 
information with the Securities and Exchange Commission (the "Commission"). 
Reports, proxy statements and other information filed by the Registrant can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at
its regional offices at Seven World Trade Center, 13th Floor, New York, New
York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661.  Copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. 
 
    The Registrant's Common Stock is listed on the New York Stock Exchange and
reports, proxy and information statements and other information concerning the
Registrant can be inspected at 20 Broad Street, New York, New York 10005. 
 
 
               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 
 
    The following documents filed with the Securities and Exchange Commission
(the "Commission") (File No. 1-9548) are incorporated herein by reference: 
 
    (a) The Company's annual report on Form 10-K for the fiscal year ended
December 31, 1993, as amended, filed pursuant to Section 13(a) or 15(d) of the
Exchange Act. 
 
    (b) The Company's quarterly reports on Form 10-Q for the fiscal quarters
ended April 1, 1994, July 1, 1994 and September 30, 1994 filed pursuant to
Section 13(a) or 15(d) of the Exchange Act. 
 
    (c) The description of the Company's Common Stock, contained in the
Company's Registration Statement on Form 8-A (Commission File Number 1-9548),
filed pursuant to Section 12(g) of the Exchange act, including any amendment or
report filed for the purpose of updating such description.   
 
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act after the date
of this Prospectus prior to the termination of the offering shall be deemed
incorporated herein by reference from the date of filing of such documents. 
 
    The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents that have been incorporated by reference in
this Prospectus, other than exhibits to such documents.  Such documents 
may be obtained by writing to The Timberland Company, Assistant Secretary, 200
Domain Drive, Stratham, New Hampshire, 03885, or by calling (603) 772-9500. 

 
    No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with the offer contained 
in this Prospectus, and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company.  This
Prospectus relates solely to shares of Common Stock previously issued to the
Selling Stockholder, Thomas R. Schwarz, under the Stock Option Agreement dated
as of March 20, 1988, with the Company, that are hereby offered for the account
of the Selling Stockholder and it may not be used or relied on in connection
with any other offer or sale of securities of the Company.  Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any 
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof.  This Prospectus does not
constitute an offer or solicitation in any state in which, or to any person to
whom, it is unlawful to make such offer or solicitation. 
                          _________________________ 
 
                                 THE COMPANY 
 
    The Timberland Company, a Delaware corporation, has its principal executive
offices at 200 Domain Drive, Stratham, New Hampshire 03885 (telephone number
(603) 772-9500). 
 
    The Timberland Company designs, develops, manufacturers and markets men's
and women's premium quality footwear, apparel and accessories under the
Timberland  brand.  These products are 
sold primarily through better-grade department stores and retail stores
throughout the United States and in more than 50 countries worldwide.  In
addition, the Company sells its products through specialty stores devoted
exclusively to Timberland  products which are operated or licensed by it in the
United States, Europe, South America, Mexico, Australia, New Zealand and Asia. 
The Company also sells its products through Company-operated factory outlet
stores. 
 
                         INVESTMENT CONSIDERATIONS 
 
    The following risk factors should be considered together with the other
information contained in this Prospectus, in evaluating an investment in the
Company. 
 
    Competition.  The Company has a variety of separate major competitors in
sales of its separate lines of footwear, apparel and accessories.  The
Company's footwear lines are marketed in a highly competitive environment, and
the footwear industry is subject to rapid changes in consumer preference. 
Although the footwear industry is fragmented to a great degree, many of the 
Company's competitors are larger and have substantially greater resources than
the Company. 
 
    Reliance on Personnel.  The Company is dependent on its senior management
including its Chief Executive Officer, Sidney W. Swartz, and its Chief
Operating Officer, Jeffrey B. Swartz.  There can be no assurance that the 
Company will be able to retain the services of its senior management.  
The loss of key management personnel could have an adverse effect on the 
Company and its operations. 

                        
    Liquidity and Capital Resources.  The Company uses unsecured revolving and
committed lines of credit as the primary sources of financing to meet its
seasonal and general working capital requirements.  In order to meet its 
capital requirements in the coming year, the Company completed a private 
placement with a group of lenders for $106 million of senior unsecured notes 
(the "Notes") on December 15, 1994.  The Notes bear interest at a fixed rate 
of 8.94% per annum and mature in 2001.  The proceeds from the sale of the 
Notes will be used to repay existing indebtedness.  The failure to raise 
capital on a timely basis to fund the Company's growth could have a material 
adverse effect on the Company, its liquidity and its operations. 
 
    Seasonality.  The Company's sales and profits have traditionally been
higher in the second half of the year than the first half and the Company
expects this trend to continue.  Weather conditions can have an impact on the
sale of certain product lines. For instance, unseasonably warm weather 
has adversely affected the Company's sales of winter clothing and footwear for
the fourth quarter of 1994. 
 
    Control by Existing Stockholders.  Sidney W. Swartz owns over 99% of the
Company's Class B Common Stock, and a trust for the benefit of his family owns
3,442,654 shares of Common Stock.  Thus, Mr. Swartz alone holds over 80% of 
the combined voting power of the Company's capital stock and the trust holds 
more than 45% of the outstanding Common Stock.  This enables 
Mr. Swartz to control the Company's affairs and the trust to exercise
considerable influence over the election of all directions entitled to be
elected by the holders of the Common Stock voting separately as a class.   
 
    Manufacturing.  Some of the Company's products are manufactured in the
Dominican Republic and sourced from third-party suppliers abroad, and imports
from these locations may, in the future, be subject to restrictions by the
United States. 
 
                              USE OF PROCEEDS 
 
    The Company will not receive any of the proceeds from the sale by the
Selling Stockholder of the Common Stock offered hereby. 
 
                            SELLING STOCKHOLDER 
 
    Thomas R. Schwarz is the owner of the 18,750 shares of Common Stock being
offered pursuant to this Prospectus.  Mr. Schwarz was formerly a director of
the Company until July 14, 1994.  He acquired these shares pursuant to the 
exercise of an option to purchase such shares granted to him in a Stock 
Option Agreement dated March 20, 1988.  The option was granted as 
part of an employee benefit plan and was granted as part of Mr. Schwarz's
compensation for acting as director of the Company.  Prior to this offering,
Mr. Schwarz owned 18,750 shares of Common Stock. 
 
                            PLAN OF DISTRIBUTION 
 
The Selling Stockholder may sell from time to time and at any time, the Common
Stock being offered hereby: (i) directly to purchasers; (ii) to dealers; (iii)
through agents; or (iv) through a combination of any such methods of sale. 
 
 
 
       
                                  PART II 
 
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
 
Item 3.    Incorporation of Documents by Reference. 
 
The Timberland Company (the "Registrant" or the "Company") hereby incorporates
the following documents herein by reference: 
 
     (a)  The Company's annual report on Form 10-K for the fiscal year ended
December 31, 1993, as amended, filed pursuant to Section 13(a) or 15(d) of the
Exchange Act, as amended (the "Act"). 
 
     (b)  The Company's quarterly reports filed on Form 10-Q for the fiscal
quarters ended April 1, 1994, July 1, 1994 and September 30, 1994 filed
pursuant to Section 13(a) or 15(d) of the Exchange Act. 
 
     (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
(Commission File Number 1-9548), filed pursuant to Section 12(g) of the
Exchange Act including any amendment or report filed for the purpose of
updating such description. 
 
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this registration statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated herein by
reference from the date of filing of such documents. 
 
Item 4.     Description of Securities. 
 
Not applicable. 
 
Item 5.     Interests of Named Experts and Counsel. 
 
Not applicable. 
 
Item 6.     Indemnification of Directors and Officers. 
 
Section 8 of the Company's Restated Certificate of Incorporation, as amended,
requires that the Company indemnify directors and officers to the maximum
extent permitted by Delaware law, and  also, upon request, to advance 
litigation expenses to directors and officers. Section 9 provides that no 
director of the Company shall be liable for any breach of fiduciary duty, 
except to the extent that the Delaware General Corporation Law prohibits 
the elimination or limitation of liability of directors for breach of 
fiduciary duty. 
 
Section 145 of the Delaware General Corporation Law 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, administrative 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 attorney's
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 by him in connection with the defense
or settlement of such action or suit, if he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, 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 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 Delaware General Corporation Law, as amended, permits
a corporation to eliminate or limit the personal liability of a director to the
Corporation and its stockholders for monetary damages for any breach of
fiduciary duty, except for liability (i) for any breach of the director's duty
of loyalty to the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, or (iii) for any transaction from which the director derived an improper
personal benefit. 
 
Item 7.     Exemption From Registration Claimed. 
 
The sale of 18,750 shares of restricted Common Stock to the Selling Stockholder
was exempted from registration under Section 4(2) of the Securities Act of
1933.  These shares were issued when the stockholder exercised an option issued
to him under an employee benefit plan that the Company  
entered into with the Selling Stockholder on March 20, 1988.  The employee
benefitplan is contained in the Stock Option Agreement dated March 20, 1988
(filed as Exhibit 4 to this Registration Statement).  The shares being
reoffered pursuant to this registration statement were not issued as part of
any public offering. 
 
Item 8.     Exhibits. 
 
Exhibit Number 
 
  4         Stock Option Agreement. 
 
  15        Letter re Unaudited Interim Financial Information. 
 
  23        Consent of Deloitte & Touche L.L.P. 
 
  24        Powers of Attorney (included on page 12 of this                  
            Registration Statement under the caption "Power of
            Attorney"). 
 
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 of 1933; (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; and (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 the registration statement; provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) 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 Securities Exchange Act of 
1934 that are incorporated by reference in the registration statement.  
 
     (2)  that, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 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 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 Act and will be governed by the final adjudication of 
such issue. 
     
 

                               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 on Form S-8 to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Stratham, State of New 
Hampshire, on the 15th day of December, 1994. 
             
                             THE TIMBERLAND COMPANY 
             
             
                             By: /s/ Sidney W. Swartz
                                 Sidney W. Swartz 
                                 Chief Executive Officer 
          
                             POWER OF ATTORNEY 
 
    Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated.  Each person whose signature appears 
below hereby authorizes and constitutes Sidney W. Swartz, Jeffrey B. Swartz 
and Dennis W. Hagele, and each of them singly, his true 
and lawful attorneys with full power to them, and each of them singly, to sign
for him and in his name in the capacities indicated below any and all 
amendments (including post-effective amendments) to this Registration 
Statement and to file the same, with exhibits thereto, and other documents in 
connection therewith, and he hereby ratifies and confirms his 
signature as it may be signed by said attorneys, or any of them, to any and all
such amendments. 
 
Signature                Capacity in Which Signed          Date 
 
/s/ Sidney W. Swartz                                     12/15/94
  Sidney W. Swartz         Chairman of the Board, Chief 
                       Executive Officer, President and 
                         Director (principal executive 
                                 officer) 

/s/ Keith D. Monda                                       12/15/94
Keith D. Monda          Senior Vice President-Finance and 
                            Administration and Chief 
                          Financial Officer (principal 
                               financial officer)

/s/ Dennis W. Hagele                                     12/15/94  
Dennis W. Hagele         Corporate Controller and Chief 
                      Accounting Officer (controller and 
                         principal accounting officer)

/s/ Jeffrey B. Swartz                                    12/15/94
Jeffrey B. Swartz          Executive Vice President 
                         Chief Operating Officer and 
                                 Director
 
/s/ John F. Brennan                                      12/15/94
John F. Brennan                  Director 
 
/s/ Abraham Zaleznik                                     12/15/94
Abraham Zaleznik                 Director
 
/s/ Robert M. Agate                                      12/15/94
Robert M. Agate                  Director 
 
 

                                     
                                     
                               EXHIBIT INDEX 
 
 
    Number      Title of Exhibit                       Page

      4         Stock Option Agreement                  14

     15         Letter re Unaudited Interim
                Financial Information                   16

     23         Consent of Deloitte & Touche L.L.P.     17

     24         Powers of Attorney (included on 
                page 12 of this Registration Statement
                under the caption "Power of Attorney")