UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 OR 15(d) ~~of The~~OF ~~Securities Exchange Act of 1934~~THE

~~Date of~~SECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported) July 21, 2005~~1934

~~Reebok~~Date ~~International~~of ~~Ltd.~~report (Date of earliest event reported): August 2, 2005

REEBOK INTERNATIONAL LTD.

(Exact name of registrant as specified in its charter)

MA	1-9340	04-2678061
MASSACHUSETTS	1-9340	04-2678061
(State or other jurisdiction	(Commission	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)	File Number)	Identification No.)
1895 J.W. FOSTER BOULEVARD, CANTON, MA		02142
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.)

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~~Section 8 ~~2.02.~~– ~~Results~~Other ~~of Operations and Financial Condition.~~Events

~~Attached~~Item ~~and incorporated herein by reference as Exhibit 99~~8.01 isOther a copy of a press release of Reebok International Ltd. (the “Company”) dated July 21, 2005, reporting the Company’s preliminary financial results for the quarter ended June 30, 2005. The information contained in this report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing of the Company with the SEC, whether made before or after the date hereof and regardless of any general incorporation language in such filings.Events

InOn ~~the press release furnished with this report~~August 2, ~~the Company provides certain constant dollar~~ ~~comparisons~~2005, ~~which~~adidas-Salomon eliminate the effect of foreign currency fluctuations on such comparisons. Constant dollars are calculated by translating the prior period financial information at the current period foreign exchange ratesAG, ~~thereby~~a ~~eliminating~~corporation ~~the~~organized ~~effect~~under ~~of foreign currency fluctuations. Because of~~ the ~~significance~~laws of the ~~Company’s~~Federal ~~international~~Republic ~~operations and because~~ of ~~the~~Germany ~~significant~~(“Adidas”), ~~fluctuation~~Ruby ~~that~~Merger ~~has occurred in foreign currency values as compared to the U.S. Dollar~~Corporation, ~~the~~a ~~Company~~Massachusetts ~~believes~~corporation ~~that disclosing constant dollar comparisons in certain instances assists in the readers’ understanding of the Company’s consolidated financial statements. However~~(“Sub”), ~~such~~and ~~comparisons~~Reebok ~~may~~International ~~not reflect future changes in currency~~Ltd. In ~~addition,~~ (the “Company ~~provides certain non-GAAP financial measures, including (i~~”) ~~earnings~~ ~~per diluted~~entered ~~share for the three months ended June 30, 2004 excluding the~~into ~~effect~~an ofAgreement aand ~~one-time~~Plan ~~after-tax charge resulting from the early redemption~~ of ~~the~~ ~~Company’s~~Merger ~~$250 million debentures in~~ (the ~~second~~“Merger ~~quarter of 2004, (ii~~Agreement”) ~~earnings per~~. Pursuant ~~diluted~~to ~~share for~~ the ~~twelve~~Merger ~~months~~Agreement ~~ended~~and ~~December 31, 2004 excluding~~subject ~~the~~to ~~effect of a one-time after-tax charge resulting from~~ the ~~early~~terms ~~redemption of~~and ~~such~~conditions ~~debentures~~set asforth ~~well~~therein, asSub ~~certain~~will ~~one-time~~be ~~tax~~merged ~~benefits from new legislation; and~~ (~~iii) estimated earnings per diluted share for~~ the ~~twelve~~“Merger”) ~~months~~with ~~ending~~and ~~December 31,~~into ~~2005 excluding~~ the ~~effect of the~~ Company~~’s sale of Ralph Lauren Footwear Co.~~, ~~Inc.~~ aswith ~~well as certain one-time costs related to~~ the ~~integration of The Hockey~~ Company~~. In~~ ~~each~~being ~~case,~~ the ~~Company~~surviving ~~provides~~corporation ~~these~~in ~~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~~Merger. ~~These measures should be considered in addition to, not as a substitute for, measures of financial performance prepared in accordance with GAAP.~~

~~Item~~Concurrently 9with the execution of the Merger Agreement, the Company adopted a Key Employee Retention Plan (the “Retention Plan”).01 Pursuant to the Retention Plan, subject to limited exceptions, certain key employees of the Company will receive a bonus equal to 50% of their base salary as in effect on the date of adoption of the Retention Plan, if they remain employed by the Company through the date that is 12 months after the closing date of the Merger. Paul Harrington, ~~Financial~~one ~~Statements~~of the Company’s named executive officers, is a participant in the Retention Plan and ~~Exhibits~~is entitled to receive a bonus equal to 50% of his base salary on the date of adoption of the Retention Plan if he remains employed by the Company through the date that is 12 months after the closing date of the Merger.

~~(c)~~The foregoing description of the Retention Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Retention Plan filed as Exhibit ~~Exhibits~~99.1 and incorporated herein by reference.

~~99.01 Press release dated July~~Section ~~21,~~9 ~~2005~~– ~~announcing Registrant’s~~Financial ~~preliminary~~Statements ~~results for the quarter ended June 30, 2005.~~and Exhibits

2Item 9.01 Financial Statements and Exhibits

~~SIGNATURES~~(c) The following Exhibits are filed as part of this report:

~~Pursuant to~~99.1 ~~the~~Reebok ~~requirements~~International ofLtd. ~~the~~Key ~~Securities~~Employee ~~Exchange~~Retention ~~Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Plan

~~Date: July 26, 2005~~2

~~REEBOK INTERNATIONAL LTD. By: /s/ Kenneth Watchmaker Kenneth I. Watchmaker Executive Vice President and Chief Financial Officer~~SIGNATURE

3Pursuant 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.

EXHIBIT LIST

	REEBOK INTERNATIONAL LTD.


August 5, 2005	By:	/s/ David A. Pace
	Name:	David A. Pace
	Title:	Senior Vice President and General Counsel

99.01 Press release dated July 21, 2005 announcing Reebok International Ltd.’s preliminary results for the quarter ended June 30, 2005.3

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