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

~~PURSUANT~~Date TOof ~~SECTION 13~~Report ~~OR 15~~(dDate of earliest event reported) OF July ~~THE~~1, 2005

~~SECURITIES~~Reebok ~~EXCHANGE~~International ~~ACT OF 1934~~Ltd.

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
MA	1-9340		04-2678061
(State or other jurisdiction of incorporation)	(Commission File Number)	~~(IRS Employer Identification No.)~~	(IRS Employer Identification No.)
1895 J.W. FOSTER BOULEVARD, CANTON, MA		02021
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.)

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 1.01 Entry intoInto a Material Definitive Agreement

~~In connection with entering into the Stock Purchase Agreement with Polo Ralph Lauren Corporation described in~~ Item 82.~~01 below,~~03 ~~Reebok~~Creation ~~entered into an agreement with Terry Pillow, President and Chief Executive Officer~~ of Ralph Lauren Footwear Co., Inc., dated May 20, 2005, which formalized the previously announced financial pledge originally granted on November 11, 2004. Pursuant to the agreement, if Mr. Pillow’s employment is terminated within twenty-four (24) months following a ~~change~~Direct ofFinancial control of Ralph Lauren Footwear Co., Inc., Mr. Pillow will receive a lump sum payment equal to $1,312,500. In addition, Mr. Pillow would be able to participate in his then-current accident, life, and health insurance benefits for an additional twenty-four (24) months or, in the alternative, to receive a lump sum payment sufficient for him to secure comparable benefits.Obligation

~~Item~~On 8July 1, 2005, Reebok International Ltd.01 ~~Other~~(the ~~Events~~“Company”) entered into a Credit Agreement in the amount of $300 million with Reebok International Limited; Reebok Canada Inc.; Sport Maska Inc.; the Lenders named therein; Credit Suisse, as General Administrative Agent; Credit Suisse, Toronto Branch, as Canadian Administrative Agent; BNP Paribas, as Syndication Agent; and ABN Amro Bank N.V., Bank of America, N.A., and Wachovia Bank, National Association, as Co-Documentation Agents. (the “Agreement”). The Agreement includes a letter of credit sub-facility in the amount of $200 million as well as a revolving credit facility, which is available to finance the short-term working capital needs of the Company if required. As part of the Agreement, the Company is required to pay certain commitment fees on the unused portion of the revolving credit facility. The Agreement contains various covenants including the requirement to maintain a minimum interest coverage ratio and debt to adjusted earnings ratio. Under the terms of the Agreement, there are various options under which interest is calculated. The Agreement replaces the Credit Agreement dated as of June 3, 2002 among the Company, Reebok International Limited, Reebok Finance Limited, the Lenders named therein, Credit Suisse First Boston as Administrative Agent, Fleet National Bank as Syndication Agent, and ABN Amro Bank N.V., BNP Paribas, and Wachovia Bank, N.A. as Co-Documentation Agents.

On May 23, 2005 Reebok announced it had entered into an agreement to sell its indirectly wholly-owned subsidiary, Ralph Lauren Footwear Co., Inc., to Polo Ralph Lauren Corporation pursuant to a Stock Purchase Agreement dated May 20, 2005. A copy of the press release is filed herewith.2

Item 9.01 Financial Statements and ExhibitsSIGNATURES

~~This~~Pursuant ~~8-K~~to isthe ~~filed~~requirements ~~for~~of the ~~purposes~~Securities Exchange Act of ~~furnishing~~ 1934, the ~~exhibit~~Registrant ~~set~~has ~~forth~~duly incaused ~~Exhibit 99.1~~this ~~attached~~report ~~hereto~~to ~~and~~be ~~is incorporated~~signed ~~herein~~on its behalf by ~~reference~~the undersigned hereunto duly authorized.

Date: July 8, 2005


	REEBOK INTERNATIONAL LTD.


	By:	/s/ Kenneth Watchmaker
		Kenneth I. Watchmaker
		Executive Vice President and
		Chief Financial Officer

~~99.1 May 23, 2005 Press Release~~3

SIGNATURE

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.

	REEBOK INTERNATIONAL LTD.
May 23, 2005	By:	/s/ Kenneth Watchmaker
	Name:	Kenneth Watchmaker
	Title:	Executive Vice President and
		Chief Financial Officer

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