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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-K/A
AMENDMENT NO. 2

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                to

Commission File Number 1-9548

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The Timberland Company
(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)		02-0312554 (I.R.S. Employer Identification No.)
200 Domain Drive, Stratham, New Hampshire (Address of Principal Executive Office)		03885 (Zip Code)
Registrant's telephone number, including area code: (603) 772-9500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class		Name of each exchange on which registered
Class A Common Stock, par value $.01 per share		New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None

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        Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý    No o

        The aggregate market value of Class A Common Stock of the Company held by non-affiliates of the Company was approximately $1,636,730,605 on July 2, 2004, which was the last business day of the Company's second fiscal quarter in 2004. For purposes of the foregoing sentence, the term "affiliate" includes each director and executive officer of the Company. See Item 12 of this Form 10-K. 28,007,697 shares of Class A Common Stock and 5,871,830 shares of Class B Common Stock of the Company were outstanding on February 25, 2005.

DOCUMENTS INCORPORATED BY REFERENCE:

        Portions of the Company's definitive Proxy Statement for the 2005 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A are incorporated by reference in Part III, Items 10, 11, 12, 13 and 14, of this Form 10-K.

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EXPLANATORY NOTE

        The Timberland Company (the "Company") is filing this second amendment to Form 10-K for the fiscal year ended December 31, 2004, which was filed with the Securities and Exchange Commission on March 16, 2005 ("Form 10-K"). The Company's filing agent included a signature page in the Form 10-K that was not authorized by the Company. That signature page included the name of a former director of the Company, Robert M. Agate, who did not stand for re-election in 2004. The Company is filing herewith its authorized Form 10-K signature page in effect on March 16, 2005, which did not include the name of the former director.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(b)

EXHIBITS. Listed below are the Exhibits filed or furnished as part of this amended report.

        We agree to furnish to the Commission, upon its request, copies of any omitted schedule or exhibit to any Exhibit filed herewith.

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SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		THE TIMBERLAND COMPANY
March 16, 2005		By:	/s/  JEFFREY B. SWARTZ       Jeffrey B. Swartz President and Chief Executive Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/  SIDNEY W. SWARTZ       Sidney W. Swartz		Chairman of the Board and Director		March 16, 2005
/s/  JEFFREY B. SWARTZ       Jeffrey B. Swartz		President, Chief Executive Officer and Director (Principal Executive Officer)		March 16, 2005
/s/  BRIAN P. MCKEON       Brian P. McKeon		Chief Financial Officer and Executive Vice President—Finance and Administration		March 16, 2005
/s/  JOHN CRIMMINS       John Crimmins		Vice President, Corporate Controller and Chief Accounting Officer		March 16, 2005
/s/  JOHN E. BEARD       John E. Beard		Director		March 16, 2005
/s/  JOHN F. BRENNAN       John F. Brennan		Director		March 16, 2005
/s/  IAN W. DIERY       Ian W. Diery		Director		March 16, 2005
/s/  IRENE ESTEVES       Irene Esteves		Director		March 16, 2005
/s/  JOHN A. FITZSIMMONS       John A. Fitzsimmons		Director		March 16, 2005
/s/  VIRGINIA H. KENT       Virginia H. Kent		Director		March 16, 2005
/s/  BILL SHORE       Bill Shore		Director		March 16, 2005

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SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		THE TIMBERLAND COMPANY
Date: March 25, 2005		By:	/s/  BRIAN P. MCKEON       Brian P. McKeon Chief Financial Officer and Executive Vice President—Finance and Administration

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EXPLANATORY NOTE

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

SIGNATURES
SIGNATURES