content: <PAGE>   1
  
      As filed with the Securities and Exchange Commission on December 15, 2000
                                                              File No. 333-_______
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             THE SECURITIES ACT OF 1933
  
                              ------------------------
  
                               THE TIMBERLAND COMPANY
               (Exact name of registrant as specified in its charter)
  
                DELAWARE                                 02--0312554
      (State or other jurisdiction                     (I.R.S. Employer
    of incorporation or organization)                 Identification No.)
  
  
                                  200 Domain Drive
                            Stratham, New Hampshire 03885
            (Address of principal executive offices, including zip code)
  
                             DEFERRED COMPENSATION PLAN
  
                              -------------------------
  
                              (Full title of the plan)
  
                                  JEFFREY B. SWARTZ
                        President and Chief Executive Officer
                               The Timberland Company
                                  200 Domain Drive
                            Stratham, New Hampshire 03885
                                   (603) 772-9500
  
                              -------------------------
  
   (Name, Address and Telephone Number, including Area Code, of Agent for Service)
  
                    Please send copies of all communications to:
                                HEMMIE CHANG, ESQUIRE
                                    Ropes & Gray
                               One International Place
                             Boston, Massachusetts 02110
                                   (617) 951-7000
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  
  ================================================================================================================
  
                                                Proposed maximum          Proposed maximum
   Title of Securities       Amount to be       offering price(1)         aggregate offering     Amount of
   to be registered          registered         per unit                  price(1)               registration fee
  ----------------------------------------------------------------------------------------------------------------
  <S>                        <C>                     <C>                     <C>                     <C>
  
  Deferred Compensation
  Obligations                $20,000,000             100%                    $20,000,000             $5,280
  ================================================================================================================
  
  </TABLE>
  
  (1)  Estimated solely for the purpose of determining the registration fee
       pursuant to Rule 457(h).
  
  Exhibit Index on page 7;
  
  --------------------------------------------------------------------------------
  <PAGE>   2
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The Timberland Company (the "Registrant" or the "Company") hereby
  incorporates the following documents by reference:
  
           (i)      Annual Report on Form 10-K for the year ended December 31,
                    1999, and any amendment thereto, including portions of the
                    Company's definitive Proxy Statement dated March 28, 2000
                    filed in connection with the Company's 2000 Annual Meeting of
                    Stockholders.
  
           (ii)     Quarterly Reports on Form 10-Q for the quarters ended March
                    31, 2000, June 30, 2000 and September 29, 2000, and any
                    amendments thereto.
  
           (iii)    Current Report on Form 8-K filed on May 24, 2000.
  
  All documents that the Registrant subsequently files pursuant to Section 13(a),
  Section 13(c), Section 14 and Section 15(d) of the Securities Exchange Act of
  1934 before it files a post-effective amendment to this registration statement
  that indicates that all securities offered have been sold or that deregisters
  all securities then remaining unsold will be deemed incorporated herein by
  reference from the date they are filed.
  
  Item 4.  DESCRIPTION OF SECURITIES.
  
           The securities being registered represent obligations (the
  "Obligations") of the Registrant to pay to the participants in the Company's
  Deferred Compensation Plan, upon their retirement, termination of employment
  and/or at certain other times, compensation, the receipt of which the
  participants have elected to defer, as adjusted for notional investment
  experience. The Obligations may also represent amounts that the Registrant has
  elected to credit to a participant's account under the Plan, as adjusted.
  Amounts credited to a participant's account are credited with earnings based on
  one or more notional investment measurements. It is expected that the
  investments used to measure notional investment return will include shares in
  mutual funds or returns under variable insurance products. The Obligations are
  payable in cash upon retirement, termination of employment and/or at certain
  other times in a lump-sum distribution or in installments, at the election of
  the participant made in accordance with the Plan. There is no trading market for
  the Obligations.
  
           The Obligations are unsecured general obligations of the Registrant and
  rank pari passu with other unsecured and unsubordinated indebtedness of the
  Registrant. The Obligations are not subject in any manner to anticipation,
  alienation, sale, transfer, assignment, pledge, encumbrance, attachment or
  garnishment. Any attempt by any person to transfer or assign benefits under the
  Plan, other than a claim for benefits by a Participant or his or her
  beneficiary(ies), will be null and void.
  
           The Obligations are not convertible into any other security of the
  Registrant. No trustee has been appointed to take action with respect to the
  Obligations and each participant in the Plan will be responsible for enforcing
  his or her own rights with respect to the Obligations. The Registrant may
  establish a "rabbi trust" to serve as a source of funds from which it can
  satisfy the obligations.
  
  
  
                                        II-1
  <PAGE>   3
  
  Participants in the Plan will have no rights to any assets held by a rabbi
  trust, except as general creditors of the Registrant. Assets of any rabbi trust
  will at all times be subject to the claims of the Registrant's general
  creditors.
  
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the Delaware General Corporation Law, as amended (the
  "DGCL"), provides that a corporation may indemnify any person who was or is a
  party or is threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal or investigative
  (other than an action by or in the right of the corporation) by reason of the
  fact that he is or was a director, officer, employee or agent of the
  corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise, against expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlement actually and reasonably
  incurred by him in connection with such action, suit or proceeding if he acted
  in good faith and in a manner he reasonably believed to be in or not opposed to
  the best interests of the corporation, and, with respect to any criminal action
  or proceeding, had no reasonable cause to believe his conduct was unlawful.
  Section 145 further provides that a corporation similarly may indemnify any such
  person serving in any such capacity who was or is a party or is threatened to be
  made a party to any threatened, pending or completed action or suit by or in the
  right of the corporation to procure a judgment in its favor, against expenses
  actually and reasonably incurred in connection with the defense or settlement of
  such action or suit if he acted in good faith and in a manner he reasonably
  believed to be in or not opposed to the best interests of the corporation and
  except that no indemnification shall be made in respect of any claim, issue or
  matter as to which such person shall have been adjudged to be liable to the
  corporation unless and only to the extent that the Delaware Court of Chancery or
  such other court in which such action or suit was brought shall determine upon
  application that, despite the adjudication of liability but in view of all the
  circumstances of the case, such person is fairly and reasonably entitled to
  indemnity for such expenses which the Court of Chancery or such other court
  shall deem proper.
  
           Section 102(b)(7) of the DGCL permits a corporation to include in its
  certificate of incorporation a provision eliminating or limiting the personal
  liability of a director to the corporation or its stockholders for monetary
  damages for breach of fiduciary duty as a director, provided that such provision
  shall not eliminate or limit the liability of a director (i) for any breach of
  the director's duty of loyalty to the corporation 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 174 of the DGCL (relating to
  unlawful payment of dividends and unlawful stock purchase and redemption), or
  (iv) for any transaction from which the director derived an improper personal
  benefit.
  
           Section 8 of the Registrant's Restated Certificate of Incorporation, as
  amended, requires the Registrant to indemnify each person who is or was or has
  agreed to be a director or officer of the Registrant against expenses (including
  attorney's fees), judgments, fines, penalties and amounts paid in settlement to
  the maximum extent permitted from time to time under the DGCL. In addition,
  Section 9 provides that no director of the Registrant shall be liable for any
  breach of fiduciary duty, except to the extent that the DGCL prohibits the
  elimination or limitation of liability of directors for breach of fiduciary
  duty.
  
  
  
                                        II-2
  <PAGE>   4
  
           The Registrant maintains insurance, at its expense, to protect itself
  and any of its directors, officers, employees or agents covered thereby against
  any expense, liability or loss, subject to certain limits in coverage and
  deductibles, whether or not the Registrant would have the power to indemnify
  such person against such expense, liability or loss under the DGCL. The
  Registrant intends to maintain such insurance so long as such insurance is
  available at reasonable rates.
  
  Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  Item 8.  EXHIBITS.
  
  Exhibit
  
   4.      The Timberland Company Deferred Compensation Plan.
  
   5.      Opinion of Ropes & Gray.
  
  23.1.    Consent of Deloitte & Touche, LLP.
  
  23.2.    Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5
           to this registration statement).
  
  24.      Power of Attorney (included on signature page).
  
  Item 9.  UNDERTAKINGS.
  
           (a)      The undersigned Registrant hereby undertakes:
  
                    (1) to file, during any period in which offers or sales are
           being made, 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 the 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 the registration statement. Notwithstanding
           the foregoing, any increase or decrease in volume of securities offered
           (if the total dollar value of securities offered would not exceed that
           which was registered) and any deviation from the low or high end of the
           estimated maximum offering range may be reflected in the form of
           prospectus filed with the Commission pursuant to Rule 424(b) if, in the
           aggregate, the changes in volume and price represent no more than a 20
           percent change in the maximum aggregate offering price set forth in the
           "Calculation of Registration Fee" table in the effective registration
           statement; and (iii) to include any material information with respect
           to the plan of distribution not previously disclosed in the
           registration statement or any material change to such information in
           the registration statement; provided, however, that paragraphs
           (a)(1)(i) and (a)(1)(ii) shall 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 the registration statement.
  
  
  
                                        II-3
  <PAGE>   5
  
                    (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 which remain unsold at
           the termination of the offering.
  
           (b) 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.
  
           (c) 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.
  
  
  
                                        II-4
  <PAGE>   6
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  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 on Form S-8 to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the Town of Stratham, the State of
  New Hampshire, on this 14th day of December, 2000.
  
                                  THE TIMBERLAND COMPANY
  
  
  
  
                                  By: /s/ Jeffrey B. Swartz
                                      --------------------------------------------
                                      Jeffrey B. Swartz
                                      President and Chief Executive Officer
  
  
  
                                  POWER OF ATTORNEY
                                  -----------------
  
           Pursuant to the requirement of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated. Each person whose signature appears below
  hereby authorizes and constitutes Brian P. McKeon, Danette Wineberg and Thomas
  J. White, and each of them singly, his true and lawful attorneys with full power
  to them, and each of them singly, to sign for him and in his name in the
  capacities indicated below any and all amendments (including post-effective
  amendments) to this Registration Statement and to file the same, with exhibits
  thereto, and other documents in connection therewith, and he hereby ratifies and
  confirms his signature as it may be signed by said attorneys, or any of them, to
  any and all such amendments.
  
  <TABLE>
  <CAPTION>
  
  Signature                    Capacity in Which Signed           Date
  ---------                    ------------------------           -----
  <S>                          <C>                                <C>
  
  /s/ Sidney W. Swartz         Chairman of the Board and          December 14, 2000
  ------------------------     Director
  Sidney W. Swartz
  
  
  /s/ Jeffrey B. Swartz        President, Chief Executive         December 14, 2000
  ------------------------     Officer and Director of the
  Jeffrey B. Swartz            Company (principal executive
                               officer)
  
  
  /s/ Brian P. McKeon          Senior Vice President - Finance    December 14, 2000
  ------------------------     and Chief Financial Officer
  Brian P. McKeon
  
  </TABLE>
  
  
                                        II-5
  <PAGE>   7
  
  <TABLE>
  <S>                          <C>                                <C>
  
  /s/ Dennis W. Hagele         Vice President - Finance (Chief    December 14, 2000
  ------------------------     Accounting Officer)
  Dennis W. Hagele
  
  
  /s/ John E. Beard            Director, Secretary                December 14, 2000
  ------------------------
  John E. Beard
  
  
  /s/ Robert M. Agate          Director                           December 14, 2000
  ------------------------
  Robert M. Agate
  
  
  /s/ John F. Brennan          Director                           December 14, 2000
  ------------------------
  John F. Brennan
  
  
  /s/ Ian W. Diery             Director                           December 14, 2000
  ------------------------
  Ian W. Diery
  
  
  /s/ John A. Fitzsimmons      Director                           December 14, 2000
  ------------------------
  John A. Fitzsimmons
  
  
  /s/ Virginia H. Kent         Director                           December 14, 2000
  ------------------------
  Virginia H. Kent
  
  
  /s/ Abraham Zaleznik         Director                           December 14, 2000
  ------------------------
  Abraham Zaleznik
  
  </TABLE>
  
  
                                        II-6
  <PAGE>   8
  
                                EXHIBIT INDEX
  
  
  Number                     Title of Exhibit
  ------                     ----------------
  
    4          The Timberland Company Deferred Compensation Plan
  
    5          Opinion of Ropes & Gray
  
   23.1        Consent of Deloitte & Touche, LLP
  
   23.2        Consent of Ropes & Gray (contained in the opinion filed
               as Exhibit 5)
  
   24          Power of Attorney (included on signature pages)
  
  
                                        II-7
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b37692tcs-8.txt", "description": "THE TIMBERLAND COMPANY", "secsgml_size_bytes": 20200}]
metadata_filer: {"company-data": {"conformed-name": "TIMBERLAND CO", "cik": "0000814361", "assigned-sic": "3140", "irs-number": "020312554", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51912", "film-number": "789986"}, "business-address": {"street1": "200 DOMAIN DR", "city": "STRATHAM", "state": "NH", "zip": "03885", "phone": "6037729500"}, "mail-address": {"street1": "200 DOMAIN DR", "city": "STRATHAM", "state": "NH", "zip": "03885"}}
text: 1
  
      As filed with the Securities and Exchange Commission on December 15, 2000
                                                              File No. 333-_______
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             THE SECURITIES ACT OF 1933
  
                              ------------------------
  
                               THE TIMBERLAND COMPANY
               (Exact name of registrant as specified in its charter)
  
                DELAWARE                                 02--0312554
      (State or other jurisdiction                     (I.R.S. Employer
    of incorporation or organization)                 Identification No.)
  
                                  200 Domain Drive
                            Stratham, New Hampshire 03885
            (Address of principal executive offices, including zip code)
  
                             DEFERRED COMPENSATION PLAN
  
                              -------------------------
  
                              (Full title of the plan)
  
                                  JEFFREY B. SWARTZ
                        President and Chief Executive Officer
                               The Timberland Company
                                  200 Domain Drive
                            Stratham, New Hampshire 03885
                                   (603) 772-9500
  
                              -------------------------
  
   (Name, Address and Telephone Number, including Area Code, of Agent for Service)
  
                    Please send copies of all communications to:
                                HEMMIE CHANG, ESQUIRE
                                    Ropes & Gray
                               One International Place
                             Boston, Massachusetts 02110
                                   (617) 951-7000
  
                           CALCULATION OF REGISTRATION FEE
  ================================================================================================================
  
                                                Proposed maximum          Proposed maximum
   Title of Securities       Amount to be       offering price(1)         aggregate offering     Amount of
   to be registered          registered         per unit                  price(1)               registration fee
  ----------------------------------------------------------------------------------------------------------------
  Deferred Compensation
  Obligations                $20,000,000             100%                    $20,000,000             $5,280
  ================================================================================================================
  (1)  Estimated solely for the purpose of determining the registration fee
       pursuant to Rule 457(h).
  
  Exhibit Index on page 7;
  
  --------------------------------------------------------------------------------
  2
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The Timberland Company (the "Registrant" or the "Company") hereby
  incorporates the following documents by reference:
  
           (i)      Annual Report on Form 10-K for the year ended December 31,
                    1999, and any amendment thereto, including portions of the
                    Company's definitive Proxy Statement dated March 28, 2000
                    filed in connection with the Company's 2000 Annual Meeting of
                    Stockholders.
  
           (ii)     Quarterly Reports on Form 10-Q for the quarters ended March
                    31, 2000, June 30, 2000 and September 29, 2000, and any
                    amendments thereto.
  
           (iii)    Current Report on Form 8-K filed on May 24, 2000.
  
  All documents that the Registrant subsequently files pursuant to Section 13(a),
  Section 13(c), Section 14 and Section 15(d) of the Securities Exchange Act of
  1934 before it files a post-effective amendment to this registration statement
  that indicates that all securities offered have been sold or that deregisters
  all securities then remaining unsold will be deemed incorporated herein by
  reference from the date they are filed.
  
  Item 4.  DESCRIPTION OF SECURITIES.
  
           The securities being registered represent obligations (the
  "Obligations") of the Registrant to pay to the participants in the Company's
  Deferred Compensation Plan, upon their retirement, termination of employment
  and/or at certain other times, compensation, the receipt of which the
  participants have elected to defer, as adjusted for notional investment
  experience. The Obligations may also represent amounts that the Registrant has
  elected to credit to a participant's account under the Plan, as adjusted.
  Amounts credited to a participant's account are credited with earnings based on
  one or more notional investment measurements. It is expected that the
  investments used to measure notional investment return will include shares in
  mutual funds or returns under variable insurance products. The Obligations are
  payable in cash upon retirement, termination of employment and/or at certain
  other times in a lump-sum distribution or in installments, at the election of
  the participant made in accordance with the Plan. There is no trading market for
  the Obligations.
  
           The Obligations are unsecured general obligations of the Registrant and
  rank pari passu with other unsecured and unsubordinated indebtedness of the
  Registrant. The Obligations are not subject in any manner to anticipation,
  alienation, sale, transfer, assignment, pledge, encumbrance, attachment or
  garnishment. Any attempt by any person to transfer or assign benefits under the
  Plan, other than a claim for benefits by a Participant or his or her
  beneficiary(ies), will be null and void.
  
           The Obligations are not convertible into any other security of the
  Registrant. No trustee has been appointed to take action with respect to the
  Obligations and each participant in the Plan will be responsible for enforcing
  his or her own rights with respect to the Obligations. The Registrant may
  establish a "rabbi trust" to serve as a source of funds from which it can
  satisfy the obligations.
  
                                        II-1
  3
  
  Participants in the Plan will have no rights to any assets held by a rabbi
  trust, except as general creditors of the Registrant. Assets of any rabbi trust
  will at all times be subject to the claims of the Registrant's general
  creditors.
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the Delaware General Corporation Law, as amended (the
  "DGCL"), provides that a corporation may indemnify any person who was or is a
  party or is threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal or investigative
  (other than an action by or in the right of the corporation) by reason of the
  fact that he is or was a director, officer, employee or agent of the
  corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise, against expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlement actually and reasonably
  incurred by him in connection with such action, suit or proceeding if he acted
  in good faith and in a manner he reasonably believed to be in or not opposed to
  the best interests of the corporation, and, with respect to any criminal action
  or proceeding, had no reasonable cause to believe his conduct was unlawful.
  Section 145 further provides that a corporation similarly may indemnify any such
  person serving in any such capacity who was or is a party or is threatened to be
  made a party to any threatened, pending or completed action or suit by or in the
  right of the corporation to procure a judgment in its favor, against expenses
  actually and reasonably incurred in connection with the defense or settlement of
  such action or suit if he acted in good faith and in a manner he reasonably
  believed to be in or not opposed to the best interests of the corporation and
  except that no indemnification shall be made in respect of any claim, issue or
  matter as to which such person shall have been adjudged to be liable to the
  corporation unless and only to the extent that the Delaware Court of Chancery or
  such other court in which such action or suit was brought shall determine upon
  application that, despite the adjudication of liability but in view of all the
  circumstances of the case, such person is fairly and reasonably entitled to
  indemnity for such expenses which the Court of Chancery or such other court
  shall deem proper.
  
           Section 102(b)(7) of the DGCL permits a corporation to include in its
  certificate of incorporation a provision eliminating or limiting the personal
  liability of a director to the corporation or its stockholders for monetary
  damages for breach of fiduciary duty as a director, provided that such provision
  shall not eliminate or limit the liability of a director (i) for any breach of
  the director's duty of loyalty to the corporation 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 174 of the DGCL (relating to
  unlawful payment of dividends and unlawful stock purchase and redemption), or
  (iv) for any transaction from which the director derived an improper personal
  benefit.
  
           Section 8 of the Registrant's Restated Certificate of Incorporation, as
  amended, requires the Registrant to indemnify each person who is or was or has
  agreed to be a director or officer of the Registrant against expenses (including
  attorney's fees), judgments, fines, penalties and amounts paid in settlement to
  the maximum extent permitted from time to time under the DGCL. In addition,
  Section 9 provides that no director of the Registrant shall be liable for any
  breach of fiduciary duty, except to the extent that the DGCL prohibits the
  elimination or limitation of liability of directors for breach of fiduciary
  duty.
  
                                        II-2
  4
  
           The Registrant maintains insurance, at its expense, to protect itself
  and any of its directors, officers, employees or agents covered thereby against
  any expense, liability or loss, subject to certain limits in coverage and
  deductibles, whether or not the Registrant would have the power to indemnify
  such person against such expense, liability or loss under the DGCL. The
  Registrant intends to maintain such insurance so long as such insurance is
  available at reasonable rates.
  
  Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  Item 8.  EXHIBITS.
  
  Exhibit
  
   4.      The Timberland Company Deferred Compensation Plan.
  
   5.      Opinion of Ropes & Gray.
  
  23.1.    Consent of Deloitte & Touche, LLP.
  
  23.2.    Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5
           to this registration statement).
  
  24.      Power of Attorney (included on signature page).
  
  Item 9.  UNDERTAKINGS.
  
           (a)      The undersigned Registrant hereby undertakes:
  
                    (1) to file, during any period in which offers or sales are
           being made, 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 the 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 the registration statement. Notwithstanding
           the foregoing, any increase or decrease in volume of securities offered
           (if the total dollar value of securities offered would not exceed that
           which was registered) and any deviation from the low or high end of the
           estimated maximum offering range may be reflected in the form of
           prospectus filed with the Commission pursuant to Rule 424(b) if, in the
           aggregate, the changes in volume and price represent no more than a 20
           percent change in the maximum aggregate offering price set forth in the
           "Calculation of Registration Fee" table in the effective registration
           statement; and (iii) to include any material information with respect
           to the plan of distribution not previously disclosed in the
           registration statement or any material change to such information in
           the registration statement; provided, however, that paragraphs
           (a)(1)(i) and (a)(1)(ii) shall 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 the registration statement.
  
                                        II-3
  5
  
                    (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 which remain unsold at
           the termination of the offering.
  
           (b) 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.
  
           (c) 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.
  
                                        II-4
  6
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  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 on Form S-8 to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the Town of Stratham, the State of
  New Hampshire, on this 14th day of December, 2000.
  
                                  THE TIMBERLAND COMPANY
  
                                  By: /s/ Jeffrey B. Swartz
                                      --------------------------------------------
                                      Jeffrey B. Swartz
                                      President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
                                  -----------------
  
           Pursuant to the requirement of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated. Each person whose signature appears below
  hereby authorizes and constitutes Brian P. McKeon, Danette Wineberg and Thomas
  J. White, and each of them singly, his true and lawful attorneys with full power
  to them, and each of them singly, to sign for him and in his name in the
  capacities indicated below any and all amendments (including post-effective
  amendments) to this Registration Statement and to file the same, with exhibits
  thereto, and other documents in connection therewith, and he hereby ratifies and
  confirms his signature as it may be signed by said attorneys, or any of them, to
  any and all such amendments.
  Signature                    Capacity in Which Signed           Date
  ---------                    ------------------------           -----
  /s/ Sidney W. Swartz         Chairman of the Board and          December 14, 2000
  ------------------------     Director
  Sidney W. Swartz
  
  /s/ Jeffrey B. Swartz        President, Chief Executive         December 14, 2000
  ------------------------     Officer and Director of the
  Jeffrey B. Swartz            Company (principal executive
                               officer)
  
  /s/ Brian P. McKeon          Senior Vice President - Finance    December 14, 2000
  ------------------------     and Chief Financial Officer
  Brian P. McKeon
  II-5
  7
  /s/ Dennis W. Hagele         Vice President - Finance (Chief    December 14, 2000
  ------------------------     Accounting Officer)
  Dennis W. Hagele
  
  /s/ John E. Beard            Director, Secretary                December 14, 2000
  ------------------------
  John E. Beard
  
  /s/ Robert M. Agate          Director                           December 14, 2000
  ------------------------
  Robert M. Agate
  
  /s/ John F. Brennan          Director                           December 14, 2000
  ------------------------
  John F. Brennan
  
  /s/ Ian W. Diery             Director                           December 14, 2000
  ------------------------
  Ian W. Diery
  
  /s/ John A. Fitzsimmons      Director                           December 14, 2000
  ------------------------
  John A. Fitzsimmons
  
  /s/ Virginia H. Kent         Director                           December 14, 2000
  ------------------------
  Virginia H. Kent
  
  /s/ Abraham Zaleznik         Director                           December 14, 2000
  ------------------------
  Abraham Zaleznik
  II-6
  8
  
                                EXHIBIT INDEX
  
  Number                     Title of Exhibit
  ------                     ----------------
  
    4          The Timberland Company Deferred Compensation Plan
  
    5          Opinion of Ropes & Gray
  
   23.1        Consent of Deloitte & Touche, LLP
  
   23.2        Consent of Ropes & Gray (contained in the opinion filed
               as Exhibit 5)
  
   24          Power of Attorney (included on signature pages)
  
                                        II-7