UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT ~~REPORT Pursuant~~ ~~to Section 13 OR 15(d) of The Securities Exchange Act of 1934~~REPORT

Date of Report (Date of earliest event reported) April 25, 2005
Reebok International Ltd.
(Exact name of registrant as specified in its charter)
MA	1-9340		04-2678061
(State or other jurisdiction	(Commission		(IRS Employer
of incorporation)	File Number)		Identification No.)
1895 J.W. Foster Boulevard Canton, Massachusetts		02021
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code (781) 401-5000
(Former name or former address, if changed since last report.)

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 20, 2005

REEBOK INTERNATIONAL LTD.

(Exact name of registrant as specified in its charter)

MASSACHUSETTS	1-9340	04-2678061
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1895 J.W. FOSTER BOULEVARD, CANTON, MA		02021
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (781) 401-5000.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 21.~~02.~~01 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition.~~Agreement

~~Attached~~In ~~and~~connection ~~incorporated~~with ~~herein~~entering byinto ~~reference~~the asStock Purchase ~~Exhibit 99~~Agreement with Polo Ralph Lauren Corporation described in Item 8.01 is abelow, ~~copy~~Reebok ofentered ainto ~~press~~an ~~release~~agreement ofwith ~~Reebok~~Terry ~~International~~Pillow, ~~Ltd.~~President ~~(the~~and ~~“Company”)~~Chief Executive Officer of Ralph Lauren Footwear Co., Inc., dated ~~April~~May 2520, 2005, ~~reporting~~which formalized the ~~Company’s~~previously ~~preliminary~~announced financial ~~results~~pledge ~~for the quarter~~originally ~~ended~~granted ~~March~~on November 3111, ~~2005~~2004. ~~The~~ Pursuant ~~information~~to ~~contained~~the inagreement, ~~this~~if ~~report~~Mr. Pillow’s employment is terminated ~~being~~within ~~furnished~~twenty-four ~~and~~(24) ~~shall~~months ~~not~~following bea ~~deemed~~change ~~“filed”~~of ~~for~~control ~~purposes~~ of ~~Section 18~~Ralph Lauren ofFootwear ~~the~~Co., Inc., ~~Securities~~Mr. Pillow ~~Exchange~~will ~~Act~~receive ofa ~~1934,~~lump assum ~~amended,~~payment ~~nor~~equal to ~~shall~~$1,312,500. In itaddition, Mr. Pillow would be ~~deemed incorporated~~able byto ~~reference~~participate ~~into~~in ~~any~~his ~~filing~~then-current ofaccident, ~~the~~life, ~~Company~~and ~~with~~health insurance ~~the~~benefits ~~SEC,~~for ~~whether made~~an ~~before~~additional twenty-four (24) months or, ~~after~~in the alternative, ~~date~~to ~~hereof~~receive ~~and~~a ~~regardless~~lump ofsum ~~any~~payment ~~general incorporation~~sufficient ~~language~~for inhim ~~such~~to ~~filings~~secure comparable benefits.

InItem the press release furnished with this report, the Company provides certain non-GAAP financial measures, including (i) a comparison of the Company’s accounts receivable as of March 31, 2005, excluding The Hockey Company and the effects of currency, with the Company’s accounts receivable as of March 31, 2004; (ii) a comparison of the Company’s inventory as of March 31, 2005, excluding The Hockey Company and the effects of currency, with the Company’s inventory as of March 31, 2004; and (iii) earnings per diluted share for fiscal year 2004, excluding the effect of certain one-time tax benefits from new legislation and resolution of certain outstanding tax matters as well as a one-time after-tax charge resulting from the early redemption of the Company’s $250 million debentures in the second quarter of 20048. In01 ~~each~~Other case, the Company provides these non-GAAP financial measures because it believes they assist the reader’s understanding of the quarter over quarter and year over year comparisons, as applicable, by eliminating the effects of certain one-time events. These measures should be considered in addition to, not as a substitute for, measures of financial performance prepared in accordance with GAAP.Events

~~Item~~On 9May 23, 2005 Reebok announced it had entered into an agreement to sell its indirectly wholly-owned subsidiary, Ralph Lauren Footwear Co.01, Inc., ~~Financial~~to ~~Statements~~Polo ~~and~~Ralph ~~Exhibits~~Lauren Corporation pursuant to a Stock Purchase Agreement dated May 20, 2005. A copy of the press release is filed herewith.

~~(c)~~ Item 9.01 Financial Statements and Exhibits

~~99.01 Press~~This ~~release~~8-K ~~dated~~is ~~April 25, 2005~~filed ~~announcing~~for ~~Registrant’s~~the ~~preliminary~~purposes ~~results~~of furnishing ~~for~~ the ~~quarter~~exhibit ~~ended~~set ~~March~~forth in Exhibit ~~31,~~99.1 attached hereto and is ~~2005~~incorporated herein by reference.

2(c) Exhibits

~~SIGNATURES~~99.1 May 23, 2005 Press Release

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2

Date: April 27, 2005SIGNATURE

~~REEBOK~~Pursuant ~~INTERNATIONAL~~to ~~LTD.~~the ~~By:~~requirements ~~/s/~~of ~~Kenneth~~the ~~Watchmaker~~Securities ~~Kenneth~~Exchange I.Act ~~Watchmaker~~of ~~Executive~~1934, ~~Vice~~the registrant ~~President~~has ~~and~~duly ~~Chief~~caused ~~Financial~~this ~~Officer~~report to be signed on its behalf by the undersigned hereunto duly authorized.

	REEBOK INTERNATIONAL LTD.


May 23, 2005	*By:*	/s/ Kenneth Watchmaker

	Name:	Kenneth Watchmaker
	Title:	Executive Vice President and
		Chief Financial Officer

~~EXHIBIT LIST~~3

99.01 Press release dated April 25, 2005 announcing Reebok International Ltd.’s preliminary results for the quarter ended March 31, 2005.

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