Registration No. 33-     
                 
                      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 of      (I.R.S. Employer
      incorporation or organization)       Identification No.)


          100 Technology Center Drive, Stoughton, Massachusetts 02072
      (Address of principal executive offices)         (Zip code)
              
                       ________________________

             Equity and Deferred Compensation Plan for Directors 
                           (Full title of the plan)

                           John B. Douglas III, Esq.
                           Reebok International Ltd.
                          100 Technology Center Drive
                        Stoughton, Massachusetts  02072
                    (Name and address of agent for service)

                                 617-341-5000
         (Telephone number, including area code, of agent for service)
                              __________________
                        Calculation of Registration Fee

____________________________________________________________________________ 
                                                                     
                                    Proposed    Proposed
                                    maximum     maximum      Amount
Title of                            offering    aggregate    of 
securities to be     Amount to be   price per   offering     registration
registered           registered     unit        price        fee 
        
Common Stock          214,998**     $30.5625*   $6,570,876   $2,266   
$.01 par value,      shares
together with
related Common Stock
Purchase Rights
______________________________________________________________________
* Estimated solely for the purpose of calculating the registration fee, on
the basis of the average of the high and low prices of the Common Stock on
the New York Stock Exchange on May 2, 1994.

** As permitted by Rule 429, this Registration Statement also relates to
85,002 shares originally registered under Registrant's Registration
Statement on Form S-8 No. 33-32663 (previously registering 300,000 shares,
of which 176,334 shares are issuable under outstanding options and 85,002
shares are available for grant). 
<PAGE>
<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, 1993, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (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 report 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 and Amendment No. 2 thereto dated December
13, 1991, 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 Randi S. Ingerman who is employed by the Company as
Counsel.  Ms. Ingerman currently holds options for 4,000 shares granted
under the Company's stock option plans and is eligible to be granted
additional options from time to time under the plans.  Ms. Ingerman is the
holder of 191 shares of the Company's Common Stock.

Item 6. Indemnification of Directors and Officers.

     Under Section 9 of the By-laws of the Company, the Registrant shall, to
the extent legally permissible, indemnify each of its directors and officers
(including persons who serve at its request as directors, 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; provided, however, 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 said payment or for any other
expenses shall be provided unless such compromise shall be approved as in
the best interests of the Registrant, after notice that it involves such
indemnification:  (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.  Expenses, including counsel fees, reasonably incurred by any
director or officer in connection with the defense or disposition of any
such 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 such director or officer to repay the amounts so paid to the
Registrant if it is ultimately determined that indemnification for such
expenses is not authorized under Section 9.  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
said 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 Articles of Organization provides that
no director of the Registrant shall be personally liable to the Registrant
or its stockholders for monetary damages for 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 such
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 or the corporation for or with respect
to any acts or omissions of such director occurring prior to such amendment
or repeal.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     Exhibit No.   Description of Exhibit
     
     4.1            Equity and Deferred Compensation Plan for Directors  
                    
     5.1            Opinion of Counsel.

     23.1           Consent of Ernst & Young. 

     24.1           Power of Attorney (see signature pages)

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.

     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.

<PAGE>
<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 Stoughton, The Commonwealth of
Massachusetts on the 6th day of May, 1994.

                              
                              REEBOK INTERNATIONAL LTD.




                              By:/s/ PAUL R. DUNCAN
                                 Paul R. Duncan
                                 Executive Vice President
                                 and Chief Financial Officer


<PAGE>
<PAGE>
     We the undersigned officers and directors of Reebok International Ltd.,
hereby severally constitute Paul R. Duncan, John B. Douglas III and Randi S.
Ingerman, and each of them singly, our true and lawful attorneys, with full
power to them and each of them to sign for us, and in our names in the
capacities indicated below, any and all registration statements and
amendments to registration statements filed with the Securities and Exchange
Commission for the purpose of registering Common Stock of Reebok
International Ltd., hereby ratifying and confirming our signatures as they
may be signed by our said attorneys to any and all said registration
statements and amendments to registration statements.

     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 6th day of May, 1994.


Signature                     Title


/s/ PAUL FIREMAN              President and 
Paul Fireman                  Chief Executive Officer
                              (Principal Executive Officer) 
                              and Chairman of the Board of            
                              Directors



/s/ PAUL R. DUNCAN            Executive Vice President and Chief
Paul R. Duncan                Financial Officer (Principal            
                              Financial and Accounting Officer)       
                              and Director


/s/ JOHN H. DUERDEN           Executive Vice President,
John H. Duerden               Reebok Worldwide Operations and Director



/s/ ROBERT MEERS              Executive Vice President,
Robert Meers                  Specialty Business Group and Director



/s/ JILL E. BARAD             Director
Jill E. Barad



/s/ DANIEL E. GILL            Director
Daniel E. Gill  



/s/ BERTRAM M. LEE, SR.       Director
Bertram M. Lee, Sr.



/s/ RICHARD G. LESSER         Director
Richard G. Lesser



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



/s/ GEOFFREY NUNES            Director
Geoffrey Nunes



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


<PAGE>
<PAGE>
                                  EXHIBIT INDEX




Exhibit        Description                        Location


4.1            Equity and Deferred Compensation   Filed herewith
               Plan for Directors  
                    
5.1            Opinion of Counsel                 Filed herewith

23.1           Consent of Ernst & Young           Filed herewith

24.1           Power of Attorney                  Signature Pages


<PAGE>
<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": "033-53525", "film-number": "94526478"}, "business-address": {"street1": "100 TECHNOLOGY CTR DR", "city": "STOUGHTON", "state": "MA", "zip": "02072", "phone": "6173415000"}}
Registration No. 33-     
                 
                      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 of      (I.R.S. Employer
      incorporation or organization)       Identification No.)

          100 Technology Center Drive, Stoughton, Massachusetts 02072
      (Address of principal executive offices)         (Zip code)
              
                       ________________________

             Equity and Deferred Compensation Plan for Directors 
                           (Full title of the plan)

                           John B. Douglas III, Esq.
                           Reebok International Ltd.
                          100 Technology Center Drive
                        Stoughton, Massachusetts  02072
                    (Name and address of agent for service)

                                 617-341-5000
         (Telephone number, including area code, of agent for service)
                              __________________
                        Calculation of Registration Fee

____________________________________________________________________________ 
                                                                     
                                    Proposed    Proposed
                                    maximum     maximum      Amount
Title of                            offering    aggregate    of 
securities to be     Amount to be   price per   offering     registration
registered           registered     unit        price        fee 
        
Common Stock          214,998**     $30.5625*   $6,570,876   $2,266   
$.01 par value,      shares
together with
related Common Stock
Purchase Rights
______________________________________________________________________
* Estimated solely for the purpose of calculating the registration fee, on
the basis of the average of the high and low prices of the Common Stock on
the New York Stock Exchange on May 2, 1994.

** As permitted by Rule 429, this Registration Statement also relates to
85,002 shares originally registered under Registrant's Registration
Statement on Form S-8 No. 33-32663 (previously registering 300,000 shares,
of which 176,334 shares are issuable under outstanding options and 85,002
shares are available for grant).
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, 1993, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (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 report 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 and Amendment No. 2 thereto dated December
13, 1991, 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 Randi S. Ingerman who is employed by the Company as
Counsel.  Ms. Ingerman currently holds options for 4,000 shares granted
under the Company's stock option plans and is eligible to be granted
additional options from time to time under the plans.  Ms. Ingerman is the
holder of 191 shares of the Company's Common Stock.

Item 6. Indemnification of Directors and Officers.

     Under Section 9 of the By-laws of the Company, the Registrant shall, to
the extent legally permissible, indemnify each of its directors and officers
(including persons who serve at its request as directors, 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; provided, however, 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 said payment or for any other
expenses shall be provided unless such compromise shall be approved as in
the best interests of the Registrant, after notice that it involves such
indemnification:  (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.  Expenses, including counsel fees, reasonably incurred by any
director or officer in connection with the defense or disposition of any
such 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 such director or officer to repay the amounts so paid to the
Registrant if it is ultimately determined that indemnification for such
expenses is not authorized under Section 9.  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
said 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 Articles of Organization provides that
no director of the Registrant shall be personally liable to the Registrant
or its stockholders for monetary damages for 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 such
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 or the corporation for or with respect
to any acts or omissions of such director occurring prior to such amendment
or repeal.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     Exhibit No.   Description of Exhibit
     
     4.1            Equity and Deferred Compensation Plan for Directors  
                    
     5.1            Opinion of Counsel.

     23.1           Consent of Ernst & Young. 

     24.1           Power of Attorney (see signature pages)

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.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities 
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Stoughton, The Commonwealth of
Massachusetts on the 6th day of May, 1994.

                              
                              REEBOK INTERNATIONAL LTD.

                              By:/s/ PAUL R. DUNCAN
                                 Paul R. Duncan
                                 Executive Vice President
                                 and Chief Financial Officer
We the undersigned officers and directors of Reebok International Ltd.,
hereby severally constitute Paul R. Duncan, John B. Douglas III and Randi S.
Ingerman, and each of them singly, our true and lawful attorneys, with full
power to them and each of them to sign for us, and in our names in the
capacities indicated below, any and all registration statements and
amendments to registration statements filed with the Securities and Exchange
Commission for the purpose of registering Common Stock of Reebok
International Ltd., hereby ratifying and confirming our signatures as they
may be signed by our said attorneys to any and all said registration
statements and amendments to registration statements.

     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 6th day of May, 1994.

Signature                     Title

/s/ PAUL FIREMAN              President and 
Paul Fireman                  Chief Executive Officer
                              (Principal Executive Officer) 
                              and Chairman of the Board of            
                              Directors

/s/ PAUL R. DUNCAN            Executive Vice President and Chief
Paul R. Duncan                Financial Officer (Principal            
                              Financial and Accounting Officer)       
                              and Director

/s/ JOHN H. DUERDEN           Executive Vice President,
John H. Duerden               Reebok Worldwide Operations and Director

/s/ ROBERT MEERS              Executive Vice President,
Robert Meers                  Specialty Business Group and Director

/s/ JILL E. BARAD             Director
Jill E. Barad

/s/ DANIEL E. GILL            Director
Daniel E. Gill  

/s/ BERTRAM M. LEE, SR.       Director
Bertram M. Lee, Sr.

/s/ RICHARD G. LESSER         Director
Richard G. Lesser

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

/s/ GEOFFREY NUNES            Director
Geoffrey Nunes

/s/ JOHN A. QUELCH            Director
John A. Quelch
EXHIBIT INDEX

Exhibit        Description                        Location

4.1            Equity and Deferred Compensation   Filed herewith
               Plan for Directors  
                    
5.1            Opinion of Counsel                 Filed herewith

23.1           Consent of Ernst & Young           Filed herewith

24.1           Power of Attorney                  Signature Pages