November 8, 2004


Via Facsimile and U.S. Mail

David A. Pace
Senior Vice President and General Counsel
Reebok International Ltd.
1895 J.W. Foster Boulevard
Canton, Massachusetts 02021

      Re:	Reebok International Ltd.
      	Form S-4 filed on October 26, 2004
      	File No. 333-119974

      	Schedule TO-I filed on October 26, 2004
      	File No. 5-36611

Dear Mr. Pace:

	We have reviewed the above referenced filing and have the
following comments.  Where indicated, we think you should revise
the
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. We note that you have a resale registration statement on Form
S-3
(File No. 333-117751) with respect to the old securities that has
not
been declared effective.  Please tell us what your plans are with
respect to this registration statement.  You should consider the
comments contained in this letter in the event that you amend the
Form S-3.

2. Please provide a background section that summarizes the
issuance
of the old securities, the filing of the resale registration
statement, the commencement of the exchange offer, and your
intentions with respect to the resale registration statement.

Financial Statements
3. We note that you have incorporated by reference the financial
statements for the year ended December 31, 2003.  Where you
incorporate by reference financial statements found in other
documents filed with the SEC, we require you to include in the
document disseminated to investors the summary financial
statements
required by Item 1010(c) of Regulation M-A.  See Instruction 6 to
Item 10 of Schedule TO and Q&A 7 in Section I.H of the Division of
Corporation Finance`s Manual of Publicly Available Telephone
Interpretations (July 2001). Please revise to include the summary
financial statements.

Registration Statement Cover Page
4. Please specify the amount of common stock issuable upon
conversion
of the new securities in the calculation of registration fee table
and include this amount on the cover page of the prospectus.

5. Please register the rights that would be attached to shares of
common stock issuable upon conversion of the new securities.
Ensure
that counsel`s legality opinion covers the enforceability of the
company`s obligations under the rights as well.

The Exchange Offer, page 3
6. Please add the new disclosure that you faxed to us on November
2nd
and add a brief statement that explains why the new conversion
terms
of the new debentures will result in the shares issuable upon
conversion of the new securities not being included in your fully
diluted shares outstanding.

Principle Differences Between the Old Securities and the New
Securities, page 6
Settlement Upon Conversion, page 6
7. We note that there is a difference in the type of consideration
issued upon conversion, but please clarify whether there is a
difference in the method of calculating the amount payable upon
conversion.

8. Please include the differences in tax treatment in this
section.

The New Securities, page 8
9. Please state whether or not any periodic evidence is required
to
be furnished as to the absence of a default or compliance with the
terms of the Indenture.  In this regard, we note that Section 4.03
of
the Indenture appears to provide for annual delivery of a
compliance
certificate to the Trustee.

Conversion Rate, page 8
10. The notes have an "initial" conversion rate of 19.5086 shares
per
$1000 principal amount.  Please expand to briefly discuss how and
when the conversion price may change.

11. We note that the consideration for the new notes will mainly
consist of cash as opposed to common stock.  Please make this
difference clear.  Please also clarify at what price for your
common
stock holders will begin to receive common stock upon conversion
and
disclose the most recent date on which your common stock traded at
or
above that price.

12. Please clarify that if the "daily conversion value" is less
than
$200, holders will receive less than the principal amount of the
securities.  Please also disclose the market price for the common
stock that results in a daily conversion value of $200.

Ranking, page 9
13. Please clarify the amount of outstanding debt to which the new
securities are subordinate.

Risk Factors, page 12
An active trading market for the New Securities may not develop,
page
12
14. Please clarify whether an active trading market for the old
securities exists.

15. Please disclose the price at which your common stock must
trade
in order for holders to convert the new securities and disclose
when
your common stock last traded at that price.

Forward-Looking Information, page 15
16. The last sentence in this section appears to be inconsistent
with
your obligation to update information presented in the offer
materials, should that information change materially. See Rule
13e-
4(c)(3). Please revise.

The Exchange Offer, page 17
Conditions to the Exchange Offer, page 17
17. Please refer to the introductory paragraph where you have
included language suggesting that once a condition has failed, you
may decide in your reasonable judgment whether it is advisable to
proceed with the offer.  Please note that when a condition is
"triggered" and you decide to proceed with the offer anyway (i.e.,
because you decided that it was not "inadvisable"), we believe
that
this decision constitutes a waiver of the triggered condition.  As
you are aware, waiver of a material offer condition may require an
extension of the offer and dissemination of amended offering
materials. You may not rely on this language to tacitly waive a
condition of the offer by failing to assert it.  Please confirm
your
understanding on a supplemental basis.

Letter of Transmittal, page 20
18. Disclosure here and in the letter of transmittal states that
tendering holders waive any and all rights with respect to the Old
Securities and release you from any and all claims they may have
arising out of or related to the Old Securities.  Please revise to
clarify that tendering holders are not waiving or releasing any
claims that they may have now or in the future under the federal
securities laws.

Withdrawal of Tenders, page 21
19. Please revise to disclose the withdrawal rights that are
available to holders pursuant to Rule 13e-4(f)(2)(ii).

Dealer Manager, page 23
20. You do not mention payment of soliciting dealer fees here, but
in
the next section, you reference fees or other commissions that may
be
payable to the dealer manager.  Please clarify whether you will
pay
soliciting dealer fees or commissions based on the number of
securities tendered into this exchange offer.  If so, please be
aware
that we object to such fees as a violation of Rule 13e-4(f)(8)(ii)
when paid for securities tendered for the dealer manager`s own
account.

Description of New Securities, page 24
Required Notices and Procedures, page 33
21. We note that holders who elect to require you to purchase new
securities must submit the purchase notice at least five business
days prior to the purchase date.  It does not appear that this
requirement satisfies Rule 14e-1(a).  Please advise or revise. For
example, will the "put" feature you describe be subject to Rule
13e-4
and/or Regulation 14E?

Undertakings, page II-3
22. Please include the 512(a) undertaking, as it appears the
exchange
offer may last for more than 30 days.  See Rule 415(a)(1)(ix).

23. We note your inclusion of the undertaking in Item 512(i).
Please
tell us what information has been excluded from the prospectus in
reliance on Rule 430A.




Exhibits
Legality Opinion
24. Please delete the final sentence where you state the opinion
may
only be used in connection with the offer and sale of the
securities
and only while the registration statement is in effect.  You may
not
limit an investor`s reliance on the opinion to the occurrence of
certain events and time periods.

Closing Comments
      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please direct accounting comments to Nudrat Salik at (202)
942-
7769 or, in her absence, to John Hartz at (202) 942-1798.  Direct
questions on other disclosure issues to Chris Edwards at (202)
942-
2842 or Christina Chalk, Special Counsel, Office of Mergers and
Acquisitions, at (202) 942-2948.  You may also call the
undersigned
Assistant Director at (202) 942-1950, who supervised the review of
your filing.



Sincerely,



Pamela A. Long
Assistant Director

Cc:	Keith F. Higgins, Esq.
Julie H. Jones, Esq.
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
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David A. Pace
Reebok International Ltd.
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE