SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            ------------------------

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

        Massachusetts                                            04-2678061
(State or other jurisdiction                                  (I.R.S. Employer
incorporation or organization)                               Identification No.)

1895 J.W. Foster Boulevard, Canton, Massachusetts                  02021
   (Address of principal executive offices)                      (Zip code)
                            ------------------------

          2001 Equity Incentive and Director Deferred Compensation Plan
                            (Full title of the plan)

                                 David A. Pace
                           Reebok International Ltd.
                           1895 J.W. Foster Boulevard
                          Canton, Massachusetts 02021
                    (Name and address of agent for service)

                                 (781) 401-5000
         (Telephone number, including area code, of agent for service)
                            ------------------------

                         Calculation of Registration Fee
-------------------------------------------------------------------------------

                                  Proposed           Proposed      Amount
Title of            Amount        maximum            maximum       of
Securities          to be         offering           offering      registration
to be registered    registered    price-per-unit(1)  price(1)      fee

Common Stock,       5,000,000     $29.175            $145,875,000  $36,468.75
$.01 par value,
together with
related Common
Stock Purchase
Rights
-------------------------------------------------------------------------------
     (1) The maximum offering price per share and the maximum aggregate offering
price have been estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h), on the basis of the average of the high and low
prices of the Common Stock reported on the New York Stock Exchange on June 11,
2001.

<PAGE>


   PART II.       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents  are  incorporated  herein by  reference.  (a) The
Registrant's  Annual Report on Form 10-K for the fiscal year ended  December 31,
2000, filed pursuant to Section 13(a) of the Securities  Exchange Act of 1934 as
amended (the  "Exchange  Act").  (b) All other reports filed pursuant to Section
13(a) or 15(d) of the  Exchange  Act since the end of the fiscal year covered by
the  reports  referred to in (a) above.  (c) The  description  of the  Company's
Common Stock, which is contained in the Registrant's  Registration  Statement on
Form 8-A dated July 12, 1985 and the description of Common Stock Purchase Rights
contained  in the  Company's  Registration  Statement on Form 8-A dated July 27,
1990, Amendment No. 1 thereto dated April 1, 1991, Amendment No. 2 thereto dated
December 13, 1991,  Amendment No. 3 thereto dated January 1, 1999, Amendment No.
4 thereto  dated May 26, 1999,  and  Amendment No. 5 thereto dated June 5, 2000,
including  any  amendment  or report  filed for the  purpose  of  updating  such
descriptions.  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 in this  Registration  Statement and to be part
hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     The opinion of counsel filed as Exhibit 5.1 to this Registration  Statement
was given by Steven F. Scott who is employed by the Company as Associate General
Counsel.  Mr. Scott  currently holds options for 10,470 shares granted under the
Company's  stock option plans and is eligible to be granted  additional  options
from time to time under the plans.  Mr. Scott is the holder of 500 shares of the
Company's Common Stock.

Item 6.  Indemnification of Directors and Officers.

     Section 67 of Chapter 156B of the Massachusetts  General Laws provides that
indemnification of directors,  officers, employees, and agents of the Registrant
may be provided to the extent  specified in or authorized by (i) its articles of
organization,  (ii) a by-law provision adopted by the  stockholders,  or (iii) a
vote  adopted by the  holders of a majority  of the shares of stock  entitled to
vote on the election of directors.



                                       3
<PAGE>

     As  permitted by Section 67 of Chpater  156B of the  Massachusetts  General
Laws,  Section 9 of the By-laws of the  Registrant  provides that the Registrant
shall,  to the extent legally  permissible,  indemnify each of its directors and
officers  (including  persons who serve at its request as directors and officers
or trustees  of another  organization  or in any  capacity  with  respect to any
employee benefit plan) against all liabilities and expenses,  including  amounts
paid in satisfaction of judgments, in compromise or as fines and penalties,  and
counsel  fees,  reasonably  incurred  by him in  connection  with the defense or
disposition of any action, suit or other proceeding,  whether civil or criminal,
in which he may be involved or with which he may be threatened,  while in office
or thereafter, by reason of his being or having been such a director or officer,
except with respect to any matter as to which he shall have been  adjudicated in
any proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interests of the Registrant  (any person serving  another
organization  in one or more of the  indicated  capacities at the request of the
Registrant who shall have acted in good faith in the reasonable  belief that his
action  was in the best  interests  of such other  organization  to be deemed as
having  acted in such manner with respect to the  Registrant)  or, to the extent
that such matter  relates to service with respect to any employee  benefit plan,
in the best  interests of the  participants  or  beneficiaries  of such employee
benefit plan.

     Section  9  further  provides  that  as  to  any  matter  disposed  of by a
compromise payment by such director or officer,  pursuant to a consent decree or
otherwise, no indemnification either for the compromise payment or for any other
expenses  shall be  provided  unless the  compromise  is approved as in the best
interests of the Registrant,  after notice that it involves such idemnification:
(a) by a  disinterested  majority of the directors  then in office;  or (b) by a
majority of the disinterested  directors then in office, provided that there has
been obtained an opinion in writing of  independent  legal counsel to the effect
that  such  director  or  officer  appears  to have  acted in good  faith in the
reasonable  belief that his action was in the best interests of the  Registrant;
or (c) by the  holders  of a  majority  of the  outstanding  stock  at the  time
entitled to vote for directors, voting as a single class, exclusive of any stock
owned by any interested director or officer.

     Additionally,  Section 9 provides that  expenses,  including  counsel fees,
reasonably incurred by any director or officer in connection with the defense or
disposition  of any action,  suit or other  proceeding  may be paid from time to
time by the Registrant in advance of the final disposition  thereof upon receipt
of an undertaking by the director or officer to repay the amounts so paid to the
Registrant  if  it is  ultimately  determined  that  indemnification  for  these
expenses is not authorized under Section 9.

                                       4
<PAGE>

     The right of indemnification provided by Section 9 of the By-laws is not to
be  exclusive of or affect any other rights to which any director or officer may
be entitled.  As used in Section 9, the terms  "director" and "officer"  include
their  respective  heirs,  executors  and  administrators,  and an  "interested"
director or officer is one against  whom in such  capacity  the  proceedings  in
question or another  proceeding on the same or similar  grounds is then pending.
Nothing  contained  in section 9 shall affect any rights to  indemnification  to
which  corporate  personnel other than directors and officers may be entitled by
contract or otherwise under law.

     Article 6(k) of the  Registrant's  Restated  Articles of  Organization,  as
amended,  provides that no director of the Registrant shall be personally liable
to the  Registrant  or its  stockholders  for  monetary  damages  by  breach  of
fiduciary  duty  as  a  director  to  the  extent  provided  by  applicable  law
notwithstanding any provision of law imposing such liability; provided, however,
that Article 6(k) shall not  eliminate  the  liability of a director (i) for any
breach of the director's duty of loyalty to the Registrant or its  stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct  or a knowing  violation of law,  (iii) under section 61 or 62 of the
Business  Corporation Law of The Commonwealth of Massachusetts,  or (iv) for any
transaction from which the director derived an improper personal  benefit.  This
provision shall not be construed in any way so as to impose or create liability.
The foregoing  provisions of Article 6(k) shall not eliminate the liability of a
director for any act or omission  occurring  prior to the date on which  Article
6(k) became effective.  No amendment to or repeal of Article 6(k) shall apply to
or have any effect on the liability or alleged  liability of any director of the
corporation  for or with  respect  to any  acts or  omissions  of such  director
occurring prior to such amendment or repeal. The Registrant  maintains directors
and officers liability insurance.


Item 7. Exemption from Registration Claimed.

     Not applicable.


Item 8. Exhibits.

     Exhibit No.         Description of Exhibit

        4.1              2001 Equity Incentive and
                         Director Deferred Compensation Plan

        5.1              Opinion of Counsel

       23.1              Consent of Ernst & Young LLP

       24.1              Power of Attorney (see signature pages)


                                       5
<PAGE>

Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made of
the  securities   registered   hereby,  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 this  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 this Registration Statement;

     (iii)To  include  any  material  information  with  respect  to the plan of
          distribution not previously  disclosed in this Registration  Statement
          or any  material  change  to such  information  in  this  Registration
          Statement;  provided,  however,  that the  undertakings  set  forth in
          paragraphs (i) and (ii) above do 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 this 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 hereby which remain unsold at the termination
of the offering.

     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.

                                       6
<PAGE>

     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.




                                       7
<PAGE>


                                   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 Canton, the Commonwealth of Massachusetts,  on the 14
day of June, 2001.

                                               REEBOK INTERNATIONAL LTD.




                                               By:/s/ Paul B. Fireman
                                                  ____________________
                                                  Paul B. Fireman
                                                  President, Chief
                                                  Executive Officer and
                                                  Chairman of the Board
                                                  of Directors



<PAGE>



                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Paul B. Fireman,  Kenneth Watchmaker and David A. Pace, and each of them singly,
his true and lawful attorney-in-fact and agent, with full power 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
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 has been signed by the following persons in the
capacities and on the date indicated.

         WITNESS our hands on the 14 day of June, 2001.


Signatures                                           Title


P/s/ Paul B. Fireman
_______________________                           President and
 Paul B. Fireman                                  Chief Executive Officer
                                                  and Chairman of the Board of
                                                  Directors


s/s Kenneth Watchmaker
________________________                          Executive Vice President and
 Kenneth Watchmaker                               Chief Financial Officer
                                                  (Principal Financial and
                                                  Accounting Officer)


/s/ Paul R. Duncan
_______________________                           Director
Paul R. Duncan


/s/ Norman Axelrod
________________________                          Director
Norman Axelrod



<PAGE>

/s/ Mannie Jackson
________________________                          Director
Mannie Jackson


/s/ Richard Lesser
________________________                          Director
Richard Lesser


/s/ Geofrey Nunes
________________________                          Director
Geoffrey Nunes


/s/ Deval Patrick
________________________                          Director
Deval Patrick


/s/ Dorothy E. Puhy
________________________                          Director
Dorothy E. Puhy


/s/ Thomas M. Ryan
_________________________                         Director
Thomas M. Ryan


<PAGE>


                                  EXHIBIT INDEX



Exhibit         Description                                Location

4.1             2001 Equity Incentive and                  Filed herewith
                Director Deferred Compensation
                Plan

5.1             Consent of Counsel                         Filed herewith

23.1            Consent of Ernst & Young LLP               Filed herewith

24.1            Power of Attorney                          Signature Pages


<PAGE>



                                                                     EXHIBIT 4.1


                       2001 EQUITY INCENTIVE AND DIRECTOR
                           DEFERRED COMPENSATION PLAN

1.  Purpose

    The purpose of this 2001 Equity Incentive and Director Deferred Compensation
Plan (the "Plan") is to advance the interests of Reebok International Ltd. (the
"Company") and its subsidiaries by enhancing the ability of the Company to (i)
attract and retain employees, directors, and other persons or entities who are
in a position to make significant contributions to the success of the Company
and its subsidiaries; (ii) reward such persons for such contributions; and (iii)
encourage such persons to take into account the long-term interest of the
Company through ownership of shares ("Shares") of the Company's common stock
("Stock").

    The Plan is intended to accomplish these goals by enabling the Company to
grant awards ("Awards") in the form of Options, Stock Appreciation Rights,
Restricted Stock or Deferred Stock, all as more fully described below, and by
providing a means whereby Eligible Directors may defer all or a portion of their
directors' fees.

2.  Administration

    The Plan will be administered by a committee (the "Committee") of the Board
of Directors of the Company (the "Board"). The Committee will determine the
recipients of Awards, the times at which Awards will be made and the size and
type or types of Awards to be made to each recipient and will set forth in such
Awards the terms, conditions and limitations applicable to it. Awards may be
made singly, in combination or in tandem. The Committee will have full and
exclusive power to interpret the Plan, to adopt rules, regulations and
guidelines relating to the Plan, to grant waivers of Plan restrictions and to
make all of the determinations necessary for its administration. Such
determinations and actions of the Committee, and all other determinations and
actions of the Committee made or taken under authority granted by any provision
of the Plan, will be conclusive and binding on all parties. Nothing in this
paragraph shall be construed as limiting the power of the Committee or the Board
to make adjustments under Section 14 or to amend or terminate the Plan under
Section 19.

3.  Effective Date and Term of Plan

    The Plan will become effective on the date on which it is approved by the
stockholders of the Company. Grants of Awards under the Plan may be made prior
to that date, subject to such approval of the Plan.

    The Plan will terminate ten years after the effective date of the Plan,
subject to earlier termination of the Plan by the Board pursuant to Section 19.
No Award may be granted under the Plan after the termination date of the Plan,
but Awards previously granted may extend beyond that date.


                                      A-2
<PAGE>


4.  Shares Subject to The Plan

    Subject to adjustment as provided in Section 14 below, (i) the maximum
aggregate number of Shares of Stock that may be delivered for all purposes under
the Plan shall be 5,000,000, (ii) the maximum aggregate number of Shares of
Stock which may be issued under the Plan pursuant to the exercise of ISOs (as
defined in Section 7 below) shall be 1,000,000 and (iii) in any calendar year,
Participants may be awarded Options, SARs, Restricted Stock, Deferred Stock, or
any combination of each, for no more than 1,000,000 Shares.

    If any Award requiring exercise by the Participant is canceled or terminates
without having been exercised in full, the number of Shares of Stock as to which
such Award was not exercised will be available for future Awards. Shares of
Stock tendered by a Participant or withheld by the Company to pay the exercise
price of an Option or to satisfy the tax withholding obligations on the exercise
or vesting of an Award shall be available again for Awards under the Plan.
Shares of Restricted Stock forfeited to the Company in accordance with the Plan
and the terms of the particular Award shall be available again for Awards under
the Plan.

    Stock delivered under the Plan may be either authorized but unissued Stock
or previously issued Stock acquired by the Company and held in treasury. No
fractional Shares of Stock will be delivered under the Plan and the Committee
shall determine the manner in which fractional share- value will be treated.

5.  Eligibility and Participation

    Those eligible to participate in the Plan ("Participants") will be persons
in the employ of the Company or any of its subsidiaries ("Employees"), directors
who are not officers or employees of the Company and who are not holders of more
than 5% of the outstanding Shares of Stock of the Company nor persons who are in
control of such a holder ("Eligible Directors"), and other persons or entities
who, in the opinion of the Committee, are in a position to make a significant
contribution to the success of the Company or its subsidiaries. A "subsidiary"
for purposes of the Plan will be a corporation in which the Company owns,
directly or indirectly, stock possessing 50% or more of the total combined
voting power of all classes of stock.

6.  Delegation of Authority

    The Committee may delegate to senior officers of the Company who are also
directors of the Company (including, without limitation, the Chief Executive
Officer and/or President) its duties under the Plan subject to such conditions
and limitations as the Committee may prescribe, except that only the Committee
may designate and make grants to Employees (i) who are subject to Section 16 of
the Securities Exchange Act of 1934 or any successor statute (the "Exchange
Act"), including, without limitation, decisions on timing, amount and pricing of
Awards, or (ii) whose compensation is covered by Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"). The Chief Financial Officer of
the Company, as the designee of the Committee, shall act as the administrator
(the "Administrator") of the deferred compensation provisions for Eligible
Directors and shall have authority to prescribe forms and procedures in
connection with any election to defer compensation made under the Plan.


                                      A-3
<PAGE>


7.  Options

    Nature of Options. An Option is an Award entitling the Participant to
purchase a specified number of Shares at a specified exercise price. Both
"incentive stock options," as defined in Section 422 of the Code (referred to
herein as an "ISO") and non-incentive stock options may be granted under the
Plan. ISOs may be awarded only to Employees.

    Number of Options. The Committee may from time to time award Options to any
Participant subject to the limitations of Section 4. In addition, each Eligible
Director, upon his or her first election to the Board, shall be awarded Options
covering Shares with a Fair Market Value on the date of such election equal to
six times the average annual cash compensation received by all Eligible
Directors for the immediately prior calendar year. On April 28 of each year,
each Eligible Director shall be awarded for each year of service Options
covering Shares with a Fair Market Value on the date of such grant equal to
three times the average annual cash compensation received by all Eligible
Directors for the immediately prior calendar year. If less than one full year
elapses between an initial grant and an annual grant, the Eligible Director
shall receive Options covering Shares for each quarter (or portion thereof) of
service with a Fair Market Value on the date of grant equal to one-fourth of
three times the average annual cash compensation received by all Eligible
Directors for the immediately prior calendar year.

    Exercise Price. The exercise price of each Option granted to an Eligible
Director shall be 100% of the Fair Market Value of a Share at the time the
Option is granted. The exercise price of each other Option shall be determined
by the Committee, but in the case of an ISO shall not be less than 100% (110% in
the case of an ISO granted to a ten-percent shareholder) of the Fair Market
Value of a Share at the time the ISO is granted; nor shall the exercise price of
any other Option be less than 100% of the Fair Market Value of a Share at the
time the Option is granted except that (i) Options may be granted to
Participants who are not Eligible Directors nor executive officers of the
Company at less than Fair Market Value, (ii) in connection with an amendment of
an Option which, in the opinion of the Committee, is or may be treated for tax
or for the purposes of Section 16 of the Exchange Act as a new grant of the
Option, the exercise price of such amended Option may be equal to the exercise
price of the original Option even if such exercise price is less than Fair
Market Value, and (iii) in connection with an acquisition, consolidation, merger
or other extraordinary transaction, Options may be granted at less than Fair
Market Value in order to replace existing Options at comparable value; provided,
that, in no case shall the exercise price of an Option be less, in the case of
an original issue of authorized Stock, than the par value of a Share. For
purposes of this Plan, "Fair Market Value" shall mean, except as provided below,
the closing price of a Share as reported on the New York Stock Exchange on the
date of the grant (based on The Wall Street Journal report of composite
transactions) or, if the New York Stock Exchange is closed on the date of grant,
the next preceding date on which it is open or, if the Shares are no longer
listed on such Exchange, such term shall have the same meaning as it does in the
case of ISOs. In the case of ISOs, the term "Fair Market Value" shall have the
same meaning as it does in the provisions of the Code and the regulations
thereunder applicable to ISOs. For purposes of this Plan, "ten-percent
shareholder" shall mean any Employee who at the time of grant owns directly, or
is deemed to own by reason of the attribution rules set forth in Section 424(d)
of the Code, Stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or of any of its subsidiaries.

    Duration of Options. The duration of any Option granted hereunder shall be
determined by the Committee at the time the Option is granted, except that in
the case of an ISO, the duration shall be no more than ten years from the date
the Option was granted (five years in the case of an ISO granted to a
"ten-percent shareholder" as defined in (c) above).

    Exercise of Options and Conditions. Options granted under any single Award
will become exercisable at such time or times, and on and subject to such
conditions, as the Committee may specify. The Committee may at any time and from
time to time accelerate the time at which all or any part of the Option may be
exercised.

    Payment for Stock. Stock purchased under the Plan shall be paid for as
follows: (i) in cash or by certified check, bank draft or money order payable to
the order of the Company, (ii) through the delivery of Shares having a Fair
Market Value on the last business day preceding the date of exercise equal to
the purchase price; (iii) by a combination of cash and Shares as provided in
clauses (i) and (ii) above; or (iv) by delivery of a properly executed notice
with an undertaking by a broker to deliver promptly to the Company the amount of
sale proceeds to pay the exercise price. Payment may be made pursuant to clauses
(ii) through (iv) above only if such method of payment is approved by the
Committee with respect to such payment.

8.  Stock Appreciation Rights

    Nature of Stock Appreciation Rights. A Stock Appreciation Right (an "SAR")
is an Award entitling the recipient to receive payment, in cash and/or Stock,
determined in whole or in part by reference to appreciation in the value of a
Share. In general, an SAR entitles the recipient to receive, with respect to
each Share as to which the SAR is exercised, the excess of the Fair Market Value
of a Share on the date of exercise over the Fair Market Value of a Share on the
date the SAR was granted. However, the Committee may provide at the time of
grant that the amount the recipient is entitled to receive will be adjusted
upward or downward under rules established by the Committee to take into account
the performance of the Shares in comparison with the performance of other stocks
or an index or indices of other stocks.

    Grant of SARs. SARs may be granted in tandem with, or independently of,
Options granted under the Plan. An SAR granted in tandem with an Option which is
not an ISO may be granted either at or after the time the Option is granted. An
SAR granted in tandem with an ISO may be granted only at the time the Option is
granted.

    Exercise of SARs. An SAR not granted in tandem with an Option will become
exercisable at such time or times, and on such conditions, as the Committee may
specify. An SAR granted in tandem with an Option will be exercisable only at
such times, and to the extent, that the related Option is exercisable. An SAR
granted in tandem with an ISO may be exercised only when the market price of the
Shares subject to the Option exceeds the exercise price of such Option. The
Committee may at any time and from time to time accelerate the time at which all
or part of the SAR may be exercised.

                                      A-4
<PAGE>

9.  Restricted Stock

    A Restricted Stock Award entitles the recipient to acquire Shares, subject
to certain restrictions or conditions, for no cash consideration, if permitted
by applicable law, or for such other consideration as determined by the
Committee. The Award may be subject to such restrictions, conditions and
forfeiture provisions as the Committee may determine, including, but not limited
to, restrictions on transfer; continuous service with the Company; achievement
of business objectives; and individual, unit and Company performance. Subject to
such restrictions, conditions and forfeiture provisions as may be established by
the Committee, any Participant receiving an Award will have all the rights of a
stockholder of the Company with respect to Shares of Restricted Stock, including
the right to vote the Shares and the right to receive any dividends thereon.

10.  Deferred Stock

    A Deferred Stock Award entitles the recipient to receive Shares to be
delivered in the future. Delivery of the Shares will take place at such time or
times, and on such conditions, as the Committee may specify. The Committee may
at any time accelerate the time at which delivery of all or any part of the
Shares will take place. At the time any Deferred Stock Award is granted, the
Committee may provide that the Participant will receive an instrument evidencing
the Participant's right to future delivery of Deferred Stock.

11.  Eligible Director Deferred Compensation

    Deferral of Fees. Any Eligible Director may elect to defer in either cash or
Stock all or a portion of the annual retainer and meeting fees ("Fees") payable
by the Company for his or her services as a director for any calendar year by
delivering a deferral election to the Administrator not later than (i) December
31 of the year immediately preceding the year to which the deferral election
relates, or (ii) with respect to an Eligible Director's first year or partial
year of service as a director, thirty days following the date on which such
director first became a director. The election form shall specify the amount or
portion of the Fees to be deferred; whether and to what extent such Fees are to
be deferred in cash or in Stock; the manner of payment with respect to such
deferred amounts; and if such Fees are deferred in cash, the date on which the
deferred amounts shall be paid in a lump sum or in which installment payments
shall commence or if such Fees are deferred in Stock, the date on which such
Stock shall be distributed. Such election shall remain in force for such
calendar year and for each year thereafter until changed or revoked by the
director by written notice to the Administrator not later than December 31
immediately preceding the year to which such change or revocation relates. A
deferral election may not be changed or revoked after the beginning of the year
to which it relates.

    Accounts; Interest and Dividend Credits. On the first day of each calendar
quarter (the "Credit Date"), an Eligible Director who elects to defer his or her
Fees shall receive a credit to his or her deferred compensation accounts (the
"Deferred Compensation Accounts") under the Plan as hereinafter provided. Any
portion of a Participant's Fees which are deferred in cash shall be credited to
the Participant's Cash Deferral Account. The amount of the credit shall equal
the amount of Fees deferred in cash by the Participant during the immediately
preceding calendar quarter. Any portion of a Participant's Fees which are
deferred in Stock shall be credited to the Participant's Deferred Stock Account.
The amount of the credit to such Deferred Stock Account shall be the number of
Shares (rounded to the nearest one hundredth of a Share) determined by dividing
the amount of the Participant's Fees deferred in Stock during the immediately
preceding quarter by the closing price of a Share as reported on the New York
Stock Exchange on the Credit Date (based on The Wall Street Journal report of
composite transactions) or, if the New York Stock Exchange is closed on the
Credit Date, the next preceding date on which it is open.

                                      A-5
<PAGE>

    On the first day of each calendar quarter, an amount shall be credited to
each Participant's Cash Deferral Account equal to the Interest Rate (as
hereinafter defined) on the balance credited to the Cash Deferral Account during
the immediately preceding calendar quarter. Interest shall accrue on the balance
of each Participant's Cash Deferral Account commencing with the date the first
payment is credited thereto and ending with the final payment therefrom. For
this purpose, "Interest Rate" shall mean, with respect to any calendar quarter,
the Merrill Lynch Corporate Bond Rate then in effect.

    Each time a dividend is paid on the Stock, a Participant who has a positive
balance in his or her Deferred Stock Account shall receive a credit to such
Account. The amount of the dividend credit shall be the number of Shares
(rounded to the nearest one-hundredth of a Share) determined by multiplying the
dividend amount per Share by the number of Shares credited to the Participant's
Deferred Stock Account as of the record date for the dividend and dividing the
product by the closing price per Share reported on the New York Stock Exchange
on the dividend payment date (based on The Wall Street Journal report of
composite transactions) or, if the New York Stock Exchange is closed on the
dividend payment date, the next preceding date on which it is open.

    Payment. The balance of an Eligible Director's Deferred Compensation
Accounts shall be paid to the director (or, in the event of death, to his or her
designated beneficiary or estate) as follows: (1) in the case of a Cash Deferral
Account such balance shall be paid, at the director's option, either (i) in a
single lump sum as soon as practicable following the earlier of (x) the date on
which the director ceases to serve as a director of the Company or (y) the date
specified by the director as the distribution date (such earlier date shall be
referred to as the "Distribution Date"), or (ii) in annual installments over a
period, to be specified by the director, not to exceed ten years commencing as
soon as practicable after the Distribution Date, and (2) in the case of a
Deferred Stock Account, such balance shall be distributed in Stock on the
Distribution Date. If an Eligible Director's Cash Deferral Account is paid in
installments, the amount of each installment shall be (l) the balance of the
Cash Deferral Account on the Distribution Date divided by the number of
installments plus (2) interest credits. Upon the death of an Eligible Director,
the Administrator may elect to pay any remaining benefits in a single lump sum.

    Designation of Beneficiary. Each Eligible Director may designate in writing
a beneficiary to receive such portion, if any, of the director's Deferred
Compensation Accounts as remains unpaid at the director's death. In the absence
of a valid beneficiary designation, that portion, if any, of an Account
remaining unpaid at the director's death shall be paid to his or her estate.

    Nature of Promise. The Company shall not be required to segregate or earmark
any funds or Stock in respect of its obligations under Section 11 of the Plan.
No Eligible Director nor any other person shall have any rights to any assets of
the Company by reason of amounts deferred or benefits accrued under this Plan,
other than as a general unsecured creditor of the Company.

    No Assignment. Rights to benefits under this Section 11 of the Plan may not
be assigned, pledged or otherwise alienated, other than in accordance with the
beneficiary designation provisions of Section 11(d) above.

                                      A-6
<PAGE>

12.  Transfers

    In general, no Award (other than an Award in the form of an outright
transfer of cash or Stock) may be assigned, pledged or transferred other than by
will or by the laws of descent and distribution and during a Participant's
lifetime will be exercisable only by the Participant or, in the event of a
Participant's incapacity, his or her guardian or legal representative. However,
an Award to an Eligible Director or any other Award so providing by its terms
may be transferred by the Participant through a gift to any or all of the
following: any child, stepchild, grandchild, parent, stepparent, mother-in-law,
father-in-law or spouse of the Participant, any trust in which these persons
have more than fifty percent (50%) beneficial interest or a foundation in which
these persons (or the Participant) control the management of assets. In such
case, the Award may be re-transferred by any of these permitted transferees back
to the Participant.

13.  Effect of Termination of Service

    The Committee shall provide in the Award for the disposition of outstanding
Awards in the event of a Participant's death, disability, or other termination
of service to the Company.

14.  Adjustments

    In the event of a stock dividend, stock split or combination of Shares,
recapitalization or other change in the Company's capitalization, or other
distribution to common stockholders other than normal cash dividends, after the
effective date of the Plan, the Committee will make any appropriate adjustments
to the maximum number of Shares that may be delivered under the Plan and to any
Participant under Section 4 above.

    In any event referred to in paragraph (a), the Committee will also make any
appropriate adjustments to (i) the number and kind of Shares of Stock or
securities subject to Awards then outstanding or subsequently granted, (ii) any
exercise prices relating to Awards, (iii) any other provision of Awards affected
by such change, and (iv) any Eligible Director's Deferred Stock Account. The
Committee may also make such adjustments to take into account material changes
in law or in accounting practices or principles, mergers, consolidations,
acquisitions, dispositions or similar corporate transactions, or any other
event, if it is determined by the Committee that adjustments are appropriate to
avoid distortion in the operation of the Plan.

15.  Rights as a Stockholder

    Except as specifically provided by the Plan, the receipt of an Award will
not give a Participant rights as a stockholder; the Participant will obtain such
rights, subject to any limitations imposed by the Plan or the instrument
evidencing the Award, upon actual receipt of Shares. However, the Committee may,
on such conditions as it deems appropriate, provide that a Participant will
receive a benefit in lieu of cash dividends that would have been payable on any
or all Shares subject to the Participant's Award had such Shares been
outstanding.

16.  Conditions on Delivery of Stock

    The Company will not be obligated to deliver any Shares pursuant to the Plan
or to remove any restrictions or legends from Shares previously delivered under
the Plan until, (a) in the opinion of the Company's counsel, all applicable
federal and state laws and regulations have been complied with, (b) if the
outstanding Shares are at the time listed on any stock exchange, until the
Shares to be delivered have been listed or authorized to be listed on such
exchange upon official notice of notice of issuance, and (c) until all other
legal matters in connection with the issuance and delivery of such Shares have
been approved by the Company's counsel. If the sale of Shares has not been
registered under the Securities Act of 1933, as amended, the Company may
require, as a condition to exercise of the Award, such representations and
agreements as counsel for the Company may consider appropriate to avoid
violation of such Act and may require that the certificates evidencing such
Shares bear an appropriate legend restricting transfer.



                                      A-7
<PAGE>

    If an Award is exercised by the Participant's legal representative, the
Company will be under no obligation to deliver Shares pursuant to such exercise
until the Company is satisfied as to the authority of such representative.

17.  Tax Withholding

    The Company will have the right to deduct from any cash payment under the
Plan taxes that are required to be withheld and further to condition the
obligation to deliver or vest Shares under this Plan upon the Participant's
paying the Company such amount as it may request to satisfy any liability for
applicable withholding taxes. The Committee may in its discretion permit
Participants to satisfy all or part of their withholding liability by delivery
of Shares with a Fair Market Value equal to such liability or by having the
Company withhold from Stock delivered upon exercise of an Award, Shares whose
Fair Market Value is equal to such liability.

18.  Mergers; Etc.

    (a) In the event of any merger or consolidation involving the Company, any
sale of substantially all of the Company's assets or any other transaction or
series of related transactions as a result of which a single person or several
persons acting in concert own a majority of the Company's then outstanding Stock
(such merger, consolidation, sale or other transaction being hereinafter
referred to as a "Transaction") except as provided below or provided by the
terms of the Award (i) all outstanding Options and SARs shall become exercisable
and each outstanding Share of Restricted Stock and each outstanding Deferred
Stock Award shall become free of all restrictions and conditions prior to the
consummation of such Transaction and the Committee shall take all necessary
actions to ensure that Options and SARs remain exercisable for a period of at
least 20 days prior to consummation, (ii) any outstanding balance in an Eligible
Director's Cash Deferral Account shall be paid in a lump sum and any outstanding
balance in an Eligible Director's Deferred Stock Account shall be distributed in
Shares of Stock prior to the consummation of such Transaction, and (iii) upon
consummation of the Transaction, all outstanding Options and SARs shall
terminate and cease to be exercisable. There shall be excluded from the
foregoing any Transaction as a result of which (a) the holders of Stock prior to
the Transaction retain or acquire securities constituting a majority of the
outstanding voting common stock of the acquiring or surviving corporation or
other entity and (b) no single person owns more than half of the outstanding
voting common stock of the acquiring or surviving corporation or other entity.
For purposes of this Section, voting common stock of the acquiring or surviving
corporation or other entity that is issuable upon conversion of convertible
securities or upon exercise of warrants or options shall be considered
outstanding, and all securities that vote in the election of directors (other
than solely as the result of a default in the making of any dividend or other
payment) shall be deemed to constitute that number of shares of voting common
stock which is equivalent to the number of such votes that may be cast by the
holders of such securities.

                                      A-8
<PAGE>

    (b) The Committee may, by vote of a majority of the members of the Committee
who are Continuing Directors (as defined below), (i) arrange, in lieu of the
action described in paragraph (a) above, to have an acquiring or surviving
corporation or entity in the Transaction, or an Affiliate (as defined below)
thereof, grant replacement Awards to Participants holding outstanding Awards and
(ii) make such adjustments to the treatment of Awards described above as it
deems appropriate, upon advice of the Company's certified public accountants, in
order to avoid the occurrence of an unintended material adverse effect on the
Company's income statement or to avoid violation of the pooling of interests
requirements when a proposed Transaction would otherwise qualify for pooling of
interests treatment.

    The term "Continuing Director" shall mean any director of the Company who
(i) is not an Acquiring Person or an Affiliate of an Acquiring Person and (ii)
either was (A) a member of the Board of Directors of the Company at the time the
Plan is approved by stockholders or (B) nominated for his or her initial term of
office by a majority of the Continuing Directors in office at the time of such
nomination. The term "Acquiring Person" shall mean, with respect to any
Transaction, each Person who is a party to or a Participant in such Transaction
or who, as a result of such Transaction, would (together with other Persons
acting in concert) own a majority of the Company's outstanding Common Stock;
provided, however, that none of the Company, any wholly-owned subsidiary of the
Company, any employee benefit plan of the Company or any trustee in respect
thereof acting in such capacity shall, for purposes of this Section, be deemed
an "Acquiring Person". The term "Affiliate", with respect to any Person, shall
mean any other Person who is, or would be deemed to be, an "affiliate" or an
"associate" of such Person within the respective meanings ascribed to such terms
in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended. The term "Person" shall mean a corporation,
association, partnership, joint venture, trust, organization, business,
individual or government or any governmental agency or political subdivision
thereof.

19.  Amendments and Termination

    The Committee will have the authority to make such amendments to any terms
and conditions applicable to outstanding Awards as are consistent with this Plan
provided that, except for adjustments under Section 14 hereof, no such action
will modify such Award in a manner adverse to the Participant without the
Participant's consent except as such modification is provided for or
contemplated in the terms of the Award.

    The Committee may at any time discontinue granting Awards under the Plan.
The Board may at any time or times amend or terminate the Plan. In the event of
termination of the Plan, the Board may elect to satisfy all obligations under
Section 11 of the Plan by distributing remaining Deferred Compensation Account
balances in immediate lump sum payments in cash, in Stock or in such other
manner as it may determine.

20.  Miscellaneous

This Plan shall be governed by and construed in accordance with the laws of The
Commonwealth of Massachusetts.



                                      A-9
<PAGE>




                                                                     EXHIBIT 5.1


                                                     June 14, 2001


The New York Stock Exchange, Inc.
20 Broad Street
New York, NY  10005

Ladies/Gentlemen:

     This  opinion  is  furnished  to you  in  connection  with  a  registration
statement on Form S-8 (the "Registration Statement"),  filed with the Securities
and Exchange  Commission (the "Commission")  under the Securities Act of 1933 as
amended,  for the registration of 5,000,000  additional  shares of Common Stock,
par  value  $.01 per  share  (the  "Shares")  of Reebok  International  Ltd.,  a
Massachusetts  corporation (the "Company").  The Shares are to be sold from time
to time pursuant to the Company's  2001 Equity  Incentive and Director  Deferred
Compensation Plan.

     I am  Associate  General  Counsel for the Company and am familiar  with the
proceedings  taken  by  the  Company  in  connection  with  the   authorization,
reservation and registration of the Shares. I have examined and relied upon such
documents,  records,  certificates  and  other  instruments  as  I  have  deemed
necessary for the purpose of this opinion.


     Based on the foregoing, I am of the opinion that the Shares (in addition to
other shares of Common Stock covered by the Registration Statements incorporated
by reference into this  Registration  Statement)  have been duly  authorized and
that, when issued and sold by the Company pursuant to and in accordance with the
Plan, they will be validly issued, fully paid and nonassessable.

     I hereby consent to the filing of this opinion as part of the  Registration
Statement.

     I understand  that this opinion is to be used only in  connection  with the
offer and sale of the Shares while the Registration Statement is in effect.

                                                     Very truly yours,

                                                     /s/ Steven F. Scott
                                                     __________________________
                                                     Steven F. Scott
                                                     Associate General Counsel

<PAGE>




                                                                    EXHIBIT 23.1

                         Consent of Independent Auditors

     We consent to the incorporation by reference in the Registration  Statement
on Form S-8  pertaining  to the 2001  Equity  Incentive  and  Director  Deferred
Compensation Plan of Reebok  International  Ltd. of our report dated February 1,
2001,  except  for note 15,  as to which the date is  February  28,  2001,  with
respect  to  the  consolidated  financial  statements  and  schedule  of  Reebok
International Ltd. included in its Annual Report on Form 10-K for the year ended
December 31, 2000, filed with the Securities and Exchange Commission.


                                                               Ernst & Young LLP
Boston, Massachusetts
June 11, 2001




<PAGE>
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{"company-data": {"conformed-name": "REEBOK INTERNATIONAL LTD", "cik": "0000770949", "assigned-sic": "3021", "irs-number": "042678061", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63032", "film-number": "1660951"}, "business-address": {"street1": "1895 J W FOSTER BLVD", "city": "CANTON", "state": "MA", "zip": "02021", "phone": "7814015000"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            ------------------------

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

        Massachusetts                                            04-2678061
(State or other jurisdiction                                  (I.R.S. Employer
incorporation or organization)                               Identification No.)

1895 J.W. Foster Boulevard, Canton, Massachusetts                  02021
   (Address of principal executive offices)                      (Zip code)
                            ------------------------

          2001 Equity Incentive and Director Deferred Compensation Plan
                            (Full title of the plan)

                                 David A. Pace
                           Reebok International Ltd.
                           1895 J.W. Foster Boulevard
                          Canton, Massachusetts 02021
                    (Name and address of agent for service)

                                 (781) 401-5000
         (Telephone number, including area code, of agent for service)
                            ------------------------

                         Calculation of Registration Fee
-------------------------------------------------------------------------------

                                  Proposed           Proposed      Amount
Title of            Amount        maximum            maximum       of
Securities          to be         offering           offering      registration
to be registered    registered    price-per-unit(1)  price(1)      fee

Common Stock,       5,000,000     $29.175            $145,875,000  $36,468.75
$.01 par value,
together with
related Common
Stock Purchase
Rights
-------------------------------------------------------------------------------
     (1) The maximum offering price per share and the maximum aggregate offering
price have been estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h), on the basis of the average of the high and low
prices of the Common Stock reported on the New York Stock Exchange on June 11,
2001.
PART II.       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents  are  incorporated  herein by  reference.  (a) The
Registrant's  Annual Report on Form 10-K for the fiscal year ended  December 31,
2000, filed pursuant to Section 13(a) of the Securities  Exchange Act of 1934 as
amended (the  "Exchange  Act").  (b) All other reports filed pursuant to Section
13(a) or 15(d) of the  Exchange  Act since the end of the fiscal year covered by
the  reports  referred to in (a) above.  (c) The  description  of the  Company's
Common Stock, which is contained in the Registrant's  Registration  Statement on
Form 8-A dated July 12, 1985 and the description of Common Stock Purchase Rights
contained  in the  Company's  Registration  Statement on Form 8-A dated July 27,
1990, Amendment No. 1 thereto dated April 1, 1991, Amendment No. 2 thereto dated
December 13, 1991,  Amendment No. 3 thereto dated January 1, 1999, Amendment No.
4 thereto  dated May 26, 1999,  and  Amendment No. 5 thereto dated June 5, 2000,
including  any  amendment  or report  filed for the  purpose  of  updating  such
descriptions.  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 in this  Registration  Statement and to be part
hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     The opinion of counsel filed as Exhibit 5.1 to this Registration  Statement
was given by Steven F. Scott who is employed by the Company as Associate General
Counsel.  Mr. Scott  currently holds options for 10,470 shares granted under the
Company's  stock option plans and is eligible to be granted  additional  options
from time to time under the plans.  Mr. Scott is the holder of 500 shares of the
Company's Common Stock.

Item 6.  Indemnification of Directors and Officers.

     Section 67 of Chapter 156B of the Massachusetts  General Laws provides that
indemnification of directors,  officers, employees, and agents of the Registrant
may be provided to the extent  specified in or authorized by (i) its articles of
organization,  (ii) a by-law provision adopted by the  stockholders,  or (iii) a
vote  adopted by the  holders of a majority  of the shares of stock  entitled to
vote on the election of directors.

                                       3
As  permitted by Section 67 of Chpater  156B of the  Massachusetts  General
Laws,  Section 9 of the By-laws of the  Registrant  provides that the Registrant
shall,  to the extent legally  permissible,  indemnify each of its directors and
officers  (including  persons who serve at its request as directors and officers
or trustees  of another  organization  or in any  capacity  with  respect to any
employee benefit plan) against all liabilities and expenses,  including  amounts
paid in satisfaction of judgments, in compromise or as fines and penalties,  and
counsel  fees,  reasonably  incurred  by him in  connection  with the defense or
disposition of any action, suit or other proceeding,  whether civil or criminal,
in which he may be involved or with which he may be threatened,  while in office
or thereafter, by reason of his being or having been such a director or officer,
except with respect to any matter as to which he shall have been  adjudicated in
any proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interests of the Registrant  (any person serving  another
organization  in one or more of the  indicated  capacities at the request of the
Registrant who shall have acted in good faith in the reasonable  belief that his
action  was in the best  interests  of such other  organization  to be deemed as
having  acted in such manner with respect to the  Registrant)  or, to the extent
that such matter  relates to service with respect to any employee  benefit plan,
in the best  interests of the  participants  or  beneficiaries  of such employee
benefit plan.

     Section  9  further  provides  that  as  to  any  matter  disposed  of by a
compromise payment by such director or officer,  pursuant to a consent decree or
otherwise, no indemnification either for the compromise payment or for any other
expenses  shall be  provided  unless the  compromise  is approved as in the best
interests of the Registrant,  after notice that it involves such idemnification:
(a) by a  disinterested  majority of the directors  then in office;  or (b) by a
majority of the disinterested  directors then in office, provided that there has
been obtained an opinion in writing of  independent  legal counsel to the effect
that  such  director  or  officer  appears  to have  acted in good  faith in the
reasonable  belief that his action was in the best interests of the  Registrant;
or (c) by the  holders  of a  majority  of the  outstanding  stock  at the  time
entitled to vote for directors, voting as a single class, exclusive of any stock
owned by any interested director or officer.

     Additionally,  Section 9 provides that  expenses,  including  counsel fees,
reasonably incurred by any director or officer in connection with the defense or
disposition  of any action,  suit or other  proceeding  may be paid from time to
time by the Registrant in advance of the final disposition  thereof upon receipt
of an undertaking by the director or officer to repay the amounts so paid to the
Registrant  if  it is  ultimately  determined  that  indemnification  for  these
expenses is not authorized under Section 9.

                                       4
The right of indemnification provided by Section 9 of the By-laws is not to
be  exclusive of or affect any other rights to which any director or officer may
be entitled.  As used in Section 9, the terms  "director" and "officer"  include
their  respective  heirs,  executors  and  administrators,  and an  "interested"
director or officer is one against  whom in such  capacity  the  proceedings  in
question or another  proceeding on the same or similar  grounds is then pending.
Nothing  contained  in section 9 shall affect any rights to  indemnification  to
which  corporate  personnel other than directors and officers may be entitled by
contract or otherwise under law.

     Article 6(k) of the  Registrant's  Restated  Articles of  Organization,  as
amended,  provides that no director of the Registrant shall be personally liable
to the  Registrant  or its  stockholders  for  monetary  damages  by  breach  of
fiduciary  duty  as  a  director  to  the  extent  provided  by  applicable  law
notwithstanding any provision of law imposing such liability; provided, however,
that Article 6(k) shall not  eliminate  the  liability of a director (i) for any
breach of the director's duty of loyalty to the Registrant or its  stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct  or a knowing  violation of law,  (iii) under section 61 or 62 of the
Business  Corporation Law of The Commonwealth of Massachusetts,  or (iv) for any
transaction from which the director derived an improper personal  benefit.  This
provision shall not be construed in any way so as to impose or create liability.
The foregoing  provisions of Article 6(k) shall not eliminate the liability of a
director for any act or omission  occurring  prior to the date on which  Article
6(k) became effective.  No amendment to or repeal of Article 6(k) shall apply to
or have any effect on the liability or alleged  liability of any director of the
corporation  for or with  respect  to any  acts or  omissions  of such  director
occurring prior to such amendment or repeal. The Registrant  maintains directors
and officers liability insurance.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     Exhibit No.         Description of Exhibit

        4.1              2001 Equity Incentive and
                         Director Deferred Compensation Plan

        5.1              Opinion of Counsel

       23.1              Consent of Ernst & Young LLP

       24.1              Power of Attorney (see signature pages)

                                       5
Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made of
the  securities   registered   hereby,  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 this  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 this Registration Statement;

     (iii)To  include  any  material  information  with  respect  to the plan of
          distribution not previously  disclosed in this Registration  Statement
          or any  material  change  to such  information  in  this  Registration
          Statement;  provided,  however,  that the  undertakings  set  forth in
          paragraphs (i) and (ii) above do 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 this 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 hereby which remain unsold at the termination
of the offering.

     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.

                                       6
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.

                                       7
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 Canton, the Commonwealth of Massachusetts,  on the 14
day of June, 2001.

                                               REEBOK INTERNATIONAL LTD.

                                               By:/s/ Paul B. Fireman
                                                  ____________________
                                                  Paul B. Fireman
                                                  President, Chief
                                                  Executive Officer and
                                                  Chairman of the Board
                                                  of Directors
POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Paul B. Fireman,  Kenneth Watchmaker and David A. Pace, and each of them singly,
his true and lawful attorney-in-fact and agent, with full power 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
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 has been signed by the following persons in the
capacities and on the date indicated.

         WITNESS our hands on the 14 day of June, 2001.

Signatures                                           Title

P/s/ Paul B. Fireman
_______________________                           President and
 Paul B. Fireman                                  Chief Executive Officer
                                                  and Chairman of the Board of
                                                  Directors

s/s Kenneth Watchmaker
________________________                          Executive Vice President and
 Kenneth Watchmaker                               Chief Financial Officer
                                                  (Principal Financial and
                                                  Accounting Officer)

/s/ Paul R. Duncan
_______________________                           Director
Paul R. Duncan

/s/ Norman Axelrod
________________________                          Director
Norman Axelrod
/s/ Mannie Jackson
________________________                          Director
Mannie Jackson

/s/ Richard Lesser
________________________                          Director
Richard Lesser

/s/ Geofrey Nunes
________________________                          Director
Geoffrey Nunes

/s/ Deval Patrick
________________________                          Director
Deval Patrick

/s/ Dorothy E. Puhy
________________________                          Director
Dorothy E. Puhy

/s/ Thomas M. Ryan
_________________________                         Director
Thomas M. Ryan
EXHIBIT INDEX

Exhibit         Description                                Location

4.1             2001 Equity Incentive and                  Filed herewith
                Director Deferred Compensation
                Plan

5.1             Consent of Counsel                         Filed herewith

23.1            Consent of Ernst & Young LLP               Filed herewith

24.1            Power of Attorney                          Signature Pages
EXHIBIT 4.1

                       2001 EQUITY INCENTIVE AND DIRECTOR
                           DEFERRED COMPENSATION PLAN

1.  Purpose

    The purpose of this 2001 Equity Incentive and Director Deferred Compensation
Plan (the "Plan") is to advance the interests of Reebok International Ltd. (the
"Company") and its subsidiaries by enhancing the ability of the Company to (i)
attract and retain employees, directors, and other persons or entities who are
in a position to make significant contributions to the success of the Company
and its subsidiaries; (ii) reward such persons for such contributions; and (iii)
encourage such persons to take into account the long-term interest of the
Company through ownership of shares ("Shares") of the Company's common stock
("Stock").

    The Plan is intended to accomplish these goals by enabling the Company to
grant awards ("Awards") in the form of Options, Stock Appreciation Rights,
Restricted Stock or Deferred Stock, all as more fully described below, and by
providing a means whereby Eligible Directors may defer all or a portion of their
directors' fees.

2.  Administration

    The Plan will be administered by a committee (the "Committee") of the Board
of Directors of the Company (the "Board"). The Committee will determine the
recipients of Awards, the times at which Awards will be made and the size and
type or types of Awards to be made to each recipient and will set forth in such
Awards the terms, conditions and limitations applicable to it. Awards may be
made singly, in combination or in tandem. The Committee will have full and
exclusive power to interpret the Plan, to adopt rules, regulations and
guidelines relating to the Plan, to grant waivers of Plan restrictions and to
make all of the determinations necessary for its administration. Such
determinations and actions of the Committee, and all other determinations and
actions of the Committee made or taken under authority granted by any provision
of the Plan, will be conclusive and binding on all parties. Nothing in this
paragraph shall be construed as limiting the power of the Committee or the Board
to make adjustments under Section 14 or to amend or terminate the Plan under
Section 19.

3.  Effective Date and Term of Plan

    The Plan will become effective on the date on which it is approved by the
stockholders of the Company. Grants of Awards under the Plan may be made prior
to that date, subject to such approval of the Plan.

    The Plan will terminate ten years after the effective date of the Plan,
subject to earlier termination of the Plan by the Board pursuant to Section 19.
No Award may be granted under the Plan after the termination date of the Plan,
but Awards previously granted may extend beyond that date.

                                      A-2
4.  Shares Subject to The Plan

    Subject to adjustment as provided in Section 14 below, (i) the maximum
aggregate number of Shares of Stock that may be delivered for all purposes under
the Plan shall be 5,000,000, (ii) the maximum aggregate number of Shares of
Stock which may be issued under the Plan pursuant to the exercise of ISOs (as
defined in Section 7 below) shall be 1,000,000 and (iii) in any calendar year,
Participants may be awarded Options, SARs, Restricted Stock, Deferred Stock, or
any combination of each, for no more than 1,000,000 Shares.

    If any Award requiring exercise by the Participant is canceled or terminates
without having been exercised in full, the number of Shares of Stock as to which
such Award was not exercised will be available for future Awards. Shares of
Stock tendered by a Participant or withheld by the Company to pay the exercise
price of an Option or to satisfy the tax withholding obligations on the exercise
or vesting of an Award shall be available again for Awards under the Plan.
Shares of Restricted Stock forfeited to the Company in accordance with the Plan
and the terms of the particular Award shall be available again for Awards under
the Plan.

    Stock delivered under the Plan may be either authorized but unissued Stock
or previously issued Stock acquired by the Company and held in treasury. No
fractional Shares of Stock will be delivered under the Plan and the Committee
shall determine the manner in which fractional share- value will be treated.

5.  Eligibility and Participation

    Those eligible to participate in the Plan ("Participants") will be persons
in the employ of the Company or any of its subsidiaries ("Employees"), directors
who are not officers or employees of the Company and who are not holders of more
than 5% of the outstanding Shares of Stock of the Company nor persons who are in
control of such a holder ("Eligible Directors"), and other persons or entities
who, in the opinion of the Committee, are in a position to make a significant
contribution to the success of the Company or its subsidiaries. A "subsidiary"
for purposes of the Plan will be a corporation in which the Company owns,
directly or indirectly, stock possessing 50% or more of the total combined
voting power of all classes of stock.

6.  Delegation of Authority

    The Committee may delegate to senior officers of the Company who are also
directors of the Company (including, without limitation, the Chief Executive
Officer and/or President) its duties under the Plan subject to such conditions
and limitations as the Committee may prescribe, except that only the Committee
may designate and make grants to Employees (i) who are subject to Section 16 of
the Securities Exchange Act of 1934 or any successor statute (the "Exchange
Act"), including, without limitation, decisions on timing, amount and pricing of
Awards, or (ii) whose compensation is covered by Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"). The Chief Financial Officer of
the Company, as the designee of the Committee, shall act as the administrator
(the "Administrator") of the deferred compensation provisions for Eligible
Directors and shall have authority to prescribe forms and procedures in
connection with any election to defer compensation made under the Plan.

                                      A-3
7.  Options

    Nature of Options. An Option is an Award entitling the Participant to
purchase a specified number of Shares at a specified exercise price. Both
"incentive stock options," as defined in Section 422 of the Code (referred to
herein as an "ISO") and non-incentive stock options may be granted under the
Plan. ISOs may be awarded only to Employees.

    Number of Options. The Committee may from time to time award Options to any
Participant subject to the limitations of Section 4. In addition, each Eligible
Director, upon his or her first election to the Board, shall be awarded Options
covering Shares with a Fair Market Value on the date of such election equal to
six times the average annual cash compensation received by all Eligible
Directors for the immediately prior calendar year. On April 28 of each year,
each Eligible Director shall be awarded for each year of service Options
covering Shares with a Fair Market Value on the date of such grant equal to
three times the average annual cash compensation received by all Eligible
Directors for the immediately prior calendar year. If less than one full year
elapses between an initial grant and an annual grant, the Eligible Director
shall receive Options covering Shares for each quarter (or portion thereof) of
service with a Fair Market Value on the date of grant equal to one-fourth of
three times the average annual cash compensation received by all Eligible
Directors for the immediately prior calendar year.

    Exercise Price. The exercise price of each Option granted to an Eligible
Director shall be 100% of the Fair Market Value of a Share at the time the
Option is granted. The exercise price of each other Option shall be determined
by the Committee, but in the case of an ISO shall not be less than 100% (110% in
the case of an ISO granted to a ten-percent shareholder) of the Fair Market
Value of a Share at the time the ISO is granted; nor shall the exercise price of
any other Option be less than 100% of the Fair Market Value of a Share at the
time the Option is granted except that (i) Options may be granted to
Participants who are not Eligible Directors nor executive officers of the
Company at less than Fair Market Value, (ii) in connection with an amendment of
an Option which, in the opinion of the Committee, is or may be treated for tax
or for the purposes of Section 16 of the Exchange Act as a new grant of the
Option, the exercise price of such amended Option may be equal to the exercise
price of the original Option even if such exercise price is less than Fair
Market Value, and (iii) in connection with an acquisition, consolidation, merger
or other extraordinary transaction, Options may be granted at less than Fair
Market Value in order to replace existing Options at comparable value; provided,
that, in no case shall the exercise price of an Option be less, in the case of
an original issue of authorized Stock, than the par value of a Share. For
purposes of this Plan, "Fair Market Value" shall mean, except as provided below,
the closing price of a Share as reported on the New York Stock Exchange on the
date of the grant (based on The Wall Street Journal report of composite
transactions) or, if the New York Stock Exchange is closed on the date of grant,
the next preceding date on which it is open or, if the Shares are no longer
listed on such Exchange, such term shall have the same meaning as it does in the
case of ISOs. In the case of ISOs, the term "Fair Market Value" shall have the
same meaning as it does in the provisions of the Code and the regulations
thereunder applicable to ISOs. For purposes of this Plan, "ten-percent
shareholder" shall mean any Employee who at the time of grant owns directly, or
is deemed to own by reason of the attribution rules set forth in Section 424(d)
of the Code, Stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or of any of its subsidiaries.

    Duration of Options. The duration of any Option granted hereunder shall be
determined by the Committee at the time the Option is granted, except that in
the case of an ISO, the duration shall be no more than ten years from the date
the Option was granted (five years in the case of an ISO granted to a
"ten-percent shareholder" as defined in (c) above).

    Exercise of Options and Conditions. Options granted under any single Award
will become exercisable at such time or times, and on and subject to such
conditions, as the Committee may specify. The Committee may at any time and from
time to time accelerate the time at which all or any part of the Option may be
exercised.

    Payment for Stock. Stock purchased under the Plan shall be paid for as
follows: (i) in cash or by certified check, bank draft or money order payable to
the order of the Company, (ii) through the delivery of Shares having a Fair
Market Value on the last business day preceding the date of exercise equal to
the purchase price; (iii) by a combination of cash and Shares as provided in
clauses (i) and (ii) above; or (iv) by delivery of a properly executed notice
with an undertaking by a broker to deliver promptly to the Company the amount of
sale proceeds to pay the exercise price. Payment may be made pursuant to clauses
(ii) through (iv) above only if such method of payment is approved by the
Committee with respect to such payment.

8.  Stock Appreciation Rights

    Nature of Stock Appreciation Rights. A Stock Appreciation Right (an "SAR")
is an Award entitling the recipient to receive payment, in cash and/or Stock,
determined in whole or in part by reference to appreciation in the value of a
Share. In general, an SAR entitles the recipient to receive, with respect to
each Share as to which the SAR is exercised, the excess of the Fair Market Value
of a Share on the date of exercise over the Fair Market Value of a Share on the
date the SAR was granted. However, the Committee may provide at the time of
grant that the amount the recipient is entitled to receive will be adjusted
upward or downward under rules established by the Committee to take into account
the performance of the Shares in comparison with the performance of other stocks
or an index or indices of other stocks.

    Grant of SARs. SARs may be granted in tandem with, or independently of,
Options granted under the Plan. An SAR granted in tandem with an Option which is
not an ISO may be granted either at or after the time the Option is granted. An
SAR granted in tandem with an ISO may be granted only at the time the Option is
granted.

    Exercise of SARs. An SAR not granted in tandem with an Option will become
exercisable at such time or times, and on such conditions, as the Committee may
specify. An SAR granted in tandem with an Option will be exercisable only at
such times, and to the extent, that the related Option is exercisable. An SAR
granted in tandem with an ISO may be exercised only when the market price of the
Shares subject to the Option exceeds the exercise price of such Option. The
Committee may at any time and from time to time accelerate the time at which all
or part of the SAR may be exercised.

                                      A-4
9.  Restricted Stock

    A Restricted Stock Award entitles the recipient to acquire Shares, subject
to certain restrictions or conditions, for no cash consideration, if permitted
by applicable law, or for such other consideration as determined by the
Committee. The Award may be subject to such restrictions, conditions and
forfeiture provisions as the Committee may determine, including, but not limited
to, restrictions on transfer; continuous service with the Company; achievement
of business objectives; and individual, unit and Company performance. Subject to
such restrictions, conditions and forfeiture provisions as may be established by
the Committee, any Participant receiving an Award will have all the rights of a
stockholder of the Company with respect to Shares of Restricted Stock, including
the right to vote the Shares and the right to receive any dividends thereon.

10.  Deferred Stock

    A Deferred Stock Award entitles the recipient to receive Shares to be
delivered in the future. Delivery of the Shares will take place at such time or
times, and on such conditions, as the Committee may specify. The Committee may
at any time accelerate the time at which delivery of all or any part of the
Shares will take place. At the time any Deferred Stock Award is granted, the
Committee may provide that the Participant will receive an instrument evidencing
the Participant's right to future delivery of Deferred Stock.

11.  Eligible Director Deferred Compensation

    Deferral of Fees. Any Eligible Director may elect to defer in either cash or
Stock all or a portion of the annual retainer and meeting fees ("Fees") payable
by the Company for his or her services as a director for any calendar year by
delivering a deferral election to the Administrator not later than (i) December
31 of the year immediately preceding the year to which the deferral election
relates, or (ii) with respect to an Eligible Director's first year or partial
year of service as a director, thirty days following the date on which such
director first became a director. The election form shall specify the amount or
portion of the Fees to be deferred; whether and to what extent such Fees are to
be deferred in cash or in Stock; the manner of payment with respect to such
deferred amounts; and if such Fees are deferred in cash, the date on which the
deferred amounts shall be paid in a lump sum or in which installment payments
shall commence or if such Fees are deferred in Stock, the date on which such
Stock shall be distributed. Such election shall remain in force for such
calendar year and for each year thereafter until changed or revoked by the
director by written notice to the Administrator not later than December 31
immediately preceding the year to which such change or revocation relates. A
deferral election may not be changed or revoked after the beginning of the year
to which it relates.

    Accounts; Interest and Dividend Credits. On the first day of each calendar
quarter (the "Credit Date"), an Eligible Director who elects to defer his or her
Fees shall receive a credit to his or her deferred compensation accounts (the
"Deferred Compensation Accounts") under the Plan as hereinafter provided. Any
portion of a Participant's Fees which are deferred in cash shall be credited to
the Participant's Cash Deferral Account. The amount of the credit shall equal
the amount of Fees deferred in cash by the Participant during the immediately
preceding calendar quarter. Any portion of a Participant's Fees which are
deferred in Stock shall be credited to the Participant's Deferred Stock Account.
The amount of the credit to such Deferred Stock Account shall be the number of
Shares (rounded to the nearest one hundredth of a Share) determined by dividing
the amount of the Participant's Fees deferred in Stock during the immediately
preceding quarter by the closing price of a Share as reported on the New York
Stock Exchange on the Credit Date (based on The Wall Street Journal report of
composite transactions) or, if the New York Stock Exchange is closed on the
Credit Date, the next preceding date on which it is open.

                                      A-5
On the first day of each calendar quarter, an amount shall be credited to
each Participant's Cash Deferral Account equal to the Interest Rate (as
hereinafter defined) on the balance credited to the Cash Deferral Account during
the immediately preceding calendar quarter. Interest shall accrue on the balance
of each Participant's Cash Deferral Account commencing with the date the first
payment is credited thereto and ending with the final payment therefrom. For
this purpose, "Interest Rate" shall mean, with respect to any calendar quarter,
the Merrill Lynch Corporate Bond Rate then in effect.

    Each time a dividend is paid on the Stock, a Participant who has a positive
balance in his or her Deferred Stock Account shall receive a credit to such
Account. The amount of the dividend credit shall be the number of Shares
(rounded to the nearest one-hundredth of a Share) determined by multiplying the
dividend amount per Share by the number of Shares credited to the Participant's
Deferred Stock Account as of the record date for the dividend and dividing the
product by the closing price per Share reported on the New York Stock Exchange
on the dividend payment date (based on The Wall Street Journal report of
composite transactions) or, if the New York Stock Exchange is closed on the
dividend payment date, the next preceding date on which it is open.

    Payment. The balance of an Eligible Director's Deferred Compensation
Accounts shall be paid to the director (or, in the event of death, to his or her
designated beneficiary or estate) as follows: (1) in the case of a Cash Deferral
Account such balance shall be paid, at the director's option, either (i) in a
single lump sum as soon as practicable following the earlier of (x) the date on
which the director ceases to serve as a director of the Company or (y) the date
specified by the director as the distribution date (such earlier date shall be
referred to as the "Distribution Date"), or (ii) in annual installments over a
period, to be specified by the director, not to exceed ten years commencing as
soon as practicable after the Distribution Date, and (2) in the case of a
Deferred Stock Account, such balance shall be distributed in Stock on the
Distribution Date. If an Eligible Director's Cash Deferral Account is paid in
installments, the amount of each installment shall be (l) the balance of the
Cash Deferral Account on the Distribution Date divided by the number of
installments plus (2) interest credits. Upon the death of an Eligible Director,
the Administrator may elect to pay any remaining benefits in a single lump sum.

    Designation of Beneficiary. Each Eligible Director may designate in writing
a beneficiary to receive such portion, if any, of the director's Deferred
Compensation Accounts as remains unpaid at the director's death. In the absence
of a valid beneficiary designation, that portion, if any, of an Account
remaining unpaid at the director's death shall be paid to his or her estate.

    Nature of Promise. The Company shall not be required to segregate or earmark
any funds or Stock in respect of its obligations under Section 11 of the Plan.
No Eligible Director nor any other person shall have any rights to any assets of
the Company by reason of amounts deferred or benefits accrued under this Plan,
other than as a general unsecured creditor of the Company.

    No Assignment. Rights to benefits under this Section 11 of the Plan may not
be assigned, pledged or otherwise alienated, other than in accordance with the
beneficiary designation provisions of Section 11(d) above.

                                      A-6
12.  Transfers

    In general, no Award (other than an Award in the form of an outright
transfer of cash or Stock) may be assigned, pledged or transferred other than by
will or by the laws of descent and distribution and during a Participant's
lifetime will be exercisable only by the Participant or, in the event of a
Participant's incapacity, his or her guardian or legal representative. However,
an Award to an Eligible Director or any other Award so providing by its terms
may be transferred by the Participant through a gift to any or all of the
following: any child, stepchild, grandchild, parent, stepparent, mother-in-law,
father-in-law or spouse of the Participant, any trust in which these persons
have more than fifty percent (50%) beneficial interest or a foundation in which
these persons (or the Participant) control the management of assets. In such
case, the Award may be re-transferred by any of these permitted transferees back
to the Participant.

13.  Effect of Termination of Service

    The Committee shall provide in the Award for the disposition of outstanding
Awards in the event of a Participant's death, disability, or other termination
of service to the Company.

14.  Adjustments

    In the event of a stock dividend, stock split or combination of Shares,
recapitalization or other change in the Company's capitalization, or other
distribution to common stockholders other than normal cash dividends, after the
effective date of the Plan, the Committee will make any appropriate adjustments
to the maximum number of Shares that may be delivered under the Plan and to any
Participant under Section 4 above.

    In any event referred to in paragraph (a), the Committee will also make any
appropriate adjustments to (i) the number and kind of Shares of Stock or
securities subject to Awards then outstanding or subsequently granted, (ii) any
exercise prices relating to Awards, (iii) any other provision of Awards affected
by such change, and (iv) any Eligible Director's Deferred Stock Account. The
Committee may also make such adjustments to take into account material changes
in law or in accounting practices or principles, mergers, consolidations,
acquisitions, dispositions or similar corporate transactions, or any other
event, if it is determined by the Committee that adjustments are appropriate to
avoid distortion in the operation of the Plan.

15.  Rights as a Stockholder

    Except as specifically provided by the Plan, the receipt of an Award will
not give a Participant rights as a stockholder; the Participant will obtain such
rights, subject to any limitations imposed by the Plan or the instrument
evidencing the Award, upon actual receipt of Shares. However, the Committee may,
on such conditions as it deems appropriate, provide that a Participant will
receive a benefit in lieu of cash dividends that would have been payable on any
or all Shares subject to the Participant's Award had such Shares been
outstanding.

16.  Conditions on Delivery of Stock

    The Company will not be obligated to deliver any Shares pursuant to the Plan
or to remove any restrictions or legends from Shares previously delivered under
the Plan until, (a) in the opinion of the Company's counsel, all applicable
federal and state laws and regulations have been complied with, (b) if the
outstanding Shares are at the time listed on any stock exchange, until the
Shares to be delivered have been listed or authorized to be listed on such
exchange upon official notice of notice of issuance, and (c) until all other
legal matters in connection with the issuance and delivery of such Shares have
been approved by the Company's counsel. If the sale of Shares has not been
registered under the Securities Act of 1933, as amended, the Company may
require, as a condition to exercise of the Award, such representations and
agreements as counsel for the Company may consider appropriate to avoid
violation of such Act and may require that the certificates evidencing such
Shares bear an appropriate legend restricting transfer.

                                      A-7
If an Award is exercised by the Participant's legal representative, the
Company will be under no obligation to deliver Shares pursuant to such exercise
until the Company is satisfied as to the authority of such representative.

17.  Tax Withholding

    The Company will have the right to deduct from any cash payment under the
Plan taxes that are required to be withheld and further to condition the
obligation to deliver or vest Shares under this Plan upon the Participant's
paying the Company such amount as it may request to satisfy any liability for
applicable withholding taxes. The Committee may in its discretion permit
Participants to satisfy all or part of their withholding liability by delivery
of Shares with a Fair Market Value equal to such liability or by having the
Company withhold from Stock delivered upon exercise of an Award, Shares whose
Fair Market Value is equal to such liability.

18.  Mergers; Etc.

    (a) In the event of any merger or consolidation involving the Company, any
sale of substantially all of the Company's assets or any other transaction or
series of related transactions as a result of which a single person or several
persons acting in concert own a majority of the Company's then outstanding Stock
(such merger, consolidation, sale or other transaction being hereinafter
referred to as a "Transaction") except as provided below or provided by the
terms of the Award (i) all outstanding Options and SARs shall become exercisable
and each outstanding Share of Restricted Stock and each outstanding Deferred
Stock Award shall become free of all restrictions and conditions prior to the
consummation of such Transaction and the Committee shall take all necessary
actions to ensure that Options and SARs remain exercisable for a period of at
least 20 days prior to consummation, (ii) any outstanding balance in an Eligible
Director's Cash Deferral Account shall be paid in a lump sum and any outstanding
balance in an Eligible Director's Deferred Stock Account shall be distributed in
Shares of Stock prior to the consummation of such Transaction, and (iii) upon
consummation of the Transaction, all outstanding Options and SARs shall
terminate and cease to be exercisable. There shall be excluded from the
foregoing any Transaction as a result of which (a) the holders of Stock prior to
the Transaction retain or acquire securities constituting a majority of the
outstanding voting common stock of the acquiring or surviving corporation or
other entity and (b) no single person owns more than half of the outstanding
voting common stock of the acquiring or surviving corporation or other entity.
For purposes of this Section, voting common stock of the acquiring or surviving
corporation or other entity that is issuable upon conversion of convertible
securities or upon exercise of warrants or options shall be considered
outstanding, and all securities that vote in the election of directors (other
than solely as the result of a default in the making of any dividend or other
payment) shall be deemed to constitute that number of shares of voting common
stock which is equivalent to the number of such votes that may be cast by the
holders of such securities.

                                      A-8
(b) The Committee may, by vote of a majority of the members of the Committee
who are Continuing Directors (as defined below), (i) arrange, in lieu of the
action described in paragraph (a) above, to have an acquiring or surviving
corporation or entity in the Transaction, or an Affiliate (as defined below)
thereof, grant replacement Awards to Participants holding outstanding Awards and
(ii) make such adjustments to the treatment of Awards described above as it
deems appropriate, upon advice of the Company's certified public accountants, in
order to avoid the occurrence of an unintended material adverse effect on the
Company's income statement or to avoid violation of the pooling of interests
requirements when a proposed Transaction would otherwise qualify for pooling of
interests treatment.

    The term "Continuing Director" shall mean any director of the Company who
(i) is not an Acquiring Person or an Affiliate of an Acquiring Person and (ii)
either was (A) a member of the Board of Directors of the Company at the time the
Plan is approved by stockholders or (B) nominated for his or her initial term of
office by a majority of the Continuing Directors in office at the time of such
nomination. The term "Acquiring Person" shall mean, with respect to any
Transaction, each Person who is a party to or a Participant in such Transaction
or who, as a result of such Transaction, would (together with other Persons
acting in concert) own a majority of the Company's outstanding Common Stock;
provided, however, that none of the Company, any wholly-owned subsidiary of the
Company, any employee benefit plan of the Company or any trustee in respect
thereof acting in such capacity shall, for purposes of this Section, be deemed
an "Acquiring Person". The term "Affiliate", with respect to any Person, shall
mean any other Person who is, or would be deemed to be, an "affiliate" or an
"associate" of such Person within the respective meanings ascribed to such terms
in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended. The term "Person" shall mean a corporation,
association, partnership, joint venture, trust, organization, business,
individual or government or any governmental agency or political subdivision
thereof.

19.  Amendments and Termination

    The Committee will have the authority to make such amendments to any terms
and conditions applicable to outstanding Awards as are consistent with this Plan
provided that, except for adjustments under Section 14 hereof, no such action
will modify such Award in a manner adverse to the Participant without the
Participant's consent except as such modification is provided for or
contemplated in the terms of the Award.

    The Committee may at any time discontinue granting Awards under the Plan.
The Board may at any time or times amend or terminate the Plan. In the event of
termination of the Plan, the Board may elect to satisfy all obligations under
Section 11 of the Plan by distributing remaining Deferred Compensation Account
balances in immediate lump sum payments in cash, in Stock or in such other
manner as it may determine.

20.  Miscellaneous

This Plan shall be governed by and construed in accordance with the laws of The
Commonwealth of Massachusetts.

                                      A-9
EXHIBIT 5.1

                                                     June 14, 2001

The New York Stock Exchange, Inc.
20 Broad Street
New York, NY  10005

Ladies/Gentlemen:

     This  opinion  is  furnished  to you  in  connection  with  a  registration
statement on Form S-8 (the "Registration Statement"),  filed with the Securities
and Exchange  Commission (the "Commission")  under the Securities Act of 1933 as
amended,  for the registration of 5,000,000  additional  shares of Common Stock,
par  value  $.01 per  share  (the  "Shares")  of Reebok  International  Ltd.,  a
Massachusetts  corporation (the "Company").  The Shares are to be sold from time
to time pursuant to the Company's  2001 Equity  Incentive and Director  Deferred
Compensation Plan.

     I am  Associate  General  Counsel for the Company and am familiar  with the
proceedings  taken  by  the  Company  in  connection  with  the   authorization,
reservation and registration of the Shares. I have examined and relied upon such
documents,  records,  certificates  and  other  instruments  as  I  have  deemed
necessary for the purpose of this opinion.

     Based on the foregoing, I am of the opinion that the Shares (in addition to
other shares of Common Stock covered by the Registration Statements incorporated
by reference into this  Registration  Statement)  have been duly  authorized and
that, when issued and sold by the Company pursuant to and in accordance with the
Plan, they will be validly issued, fully paid and nonassessable.

     I hereby consent to the filing of this opinion as part of the  Registration
Statement.

     I understand  that this opinion is to be used only in  connection  with the
offer and sale of the Shares while the Registration Statement is in effect.

                                                     Very truly yours,

                                                     /s/ Steven F. Scott
                                                     __________________________
                                                     Steven F. Scott
                                                     Associate General Counsel
EXHIBIT 23.1

                         Consent of Independent Auditors

     We consent to the incorporation by reference in the Registration  Statement
on Form S-8  pertaining  to the 2001  Equity  Incentive  and  Director  Deferred
Compensation Plan of Reebok  International  Ltd. of our report dated February 1,
2001,  except  for note 15,  as to which the date is  February  28,  2001,  with
respect  to  the  consolidated  financial  statements  and  schedule  of  Reebok
International Ltd. included in its Annual Report on Form 10-K for the year ended
December 31, 2000, filed with the Securities and Exchange Commission.

                                                               Ernst & Young LLP
Boston, Massachusetts
June 11, 2001