<PAGE> 1  EX-3.(i)
                                                                 EXHIBIT 10.1


                        CERTIFICATE OF INCORPORATION

                                     OF

                          RIDDELLINK HOLDING CORP.

                                 _________

     The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes
hereinafter stated, under the provisions and subject to the requirements of
the laws of the State of Delaware (particularly Chapter 1, Title 8 of the
Delaware Code and the acts amendatory thereof and supplemental thereto, and
known, identified and referred to as the  General Corporation Law of the
State of Delaware ), hereby certifies that:

     FIRST:    The name for the corporation (hereinafter called the
 corporation ) is

                          RIDDELLINK HOLDING CORP.

     SECOND:   The address, including street, number, city, and county, of
the registered office of the corporation in the State of Delaware is 229
South State Street, City of Dover, County of Ken; and the name of the
registered agent of the corporation in the State of Delaware is The
Prentice-Hall Corporation System, Inc.

     THIRD:    The purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

     FOURTH:   The total number of shares of stock which the corporation
shall have authority to issue is Three Thousand (3,000), all of which are
without par value. All such shares are of one class and are shares of
Common Stock.

     No holder of any of the shares of the stock of the corporation,
whether now or hereafter authorized and issued, shall be entitled as of
right to purchase or subscribe for (1) any unissued stock of any class, or
(2) any additional shares of any class to be issued by reason of any
increase of the authorized capital stock of the corporation of any class,
or (3) bonds, certificates of indebtedness, debentures or other securities
convertible into stock of the corporation, or carrying any right to
purchase stock, may be issued and disposed of pursuant to resolution of the
Board of Directors to such persons, firms, corporations or associations and
upon such terms as may be deemed advisable by the Board of Directors in the
exercise of its discretion.

     FIFTH:    The name and the mailing address of the incorporator are as
follows:

     NAME                          MAILING ADDRESS

T.M. Bonovich       229 South State Street, Dover, Delaware

                                    -1-
<PAGE> 2 EX-3.(i)

     SIXTH:    The corporation is to have perpetual existence.

     SEVENTH:  Whenever a compromise or arrangement is proposed between
this corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application
in a summary way of this corporation or of any creditor or stockholder
thereof or on the application of any receiver or receivers appointed for
this corporation under the provisions of section 291 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as
the case may be, to be summoned in such manner as the said court directs.
If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any
compromise or arrangement and to any reorganization of this corporation as
consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the court
to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

     EIGHTH:   For the management of the business and for the conduct of
the affairs of the corporation, and in further definition, limitation and
regulation of the powers of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further
provided:

          1.   The management of the business and the conduct of the
     affairs of the corporation shall be vested in its Board of Directors.
     The number of directors which shall constitute the whole Board of
     Directors shall be fixed by, or in the manner provided in, the By-
     Laws. The phrase  whole Board  and the phrase  total number of
     directors  shall be deemed to have the same meaning, to wit, the total
     number of directors which the corporation would have if there were no
     vacancies. No election of directors need be by written ballot.

     2.   After the original or other By-Laws of the corporation have been
adopted, amended, or repealed, as the case may be, in accordance with the
provisions of Section 109 of the General Corporation Law of the State of
Delaware, and, after the corporation has received any payment for any of
its stock, the power to adopt, amend, or repeal the By-Laws of the
corporation may be exercised by the Board of Directors of the corporation;
provided, however, that any provision for the classification of directors
of the corporation for staggered terms pursuant to the provisions of
subsection (d) of Section 141 of the General Corporation Law of the State
of Delaware shall be set forth in an initial By-Law or in a By-Law adopted
by the stockholders entitled to vote of the corporation unless provisions
for such classification shall be set forth in this certificate of
incorporation.

     3.   Whenever the corporation shall be authorized to issue only one
class of stock, each outstanding share shall entitle the holder thereof to
notice of, and the right to vote at, any meeting of stockholders. Whenever
the corporation shall be authorized to issue more than one class of stock,

                                    -2-
<PAGE> 3  EX-3.(i)

no outstanding share of any class of stock which is denied voting power
under the provisions of the certificate of incorporation shall entitle the
holder thereof to the right to vote at any meeting of stockholders except
as the provisions of paragraph (2) of subsection (b) of section 242 of the
General Corporation Law of the State of Delaware shall otherwise require;
provided, that no share of any such class which is otherwise denied voting
power shall entitle the holder thereof to vote upon the increase or
decrease in the number of authorized shares of said class.

     NINTH:    The personal liability of the directors of the corporation
is hereby eliminated to the fullest extent permitted by paragraph (7) of
subsection (b) of Section 102 of the General Corporation Law of the State
of Delaware, as the same may be amended and supplemented.

     TENTH:    The corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the
same may be amended and supplemented, indemnify any and all persons whom it
shall have power to indemnify under said section from and against any and
all of the expenses, liabilities or other matters referred to in or covered
by said section, and the indemnification provided for herein shall not be
deemed exclusive of any other rights to which those indemnified may be
entitled under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as
to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and administrators
of such a person.

     ELEVENTH: From time to time any of the provisions of this certificate
of incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the
corporation by this certificate of incorporation are granted subject to the
provisions of this Article ELEVENTH.

Signed on April 4, 1988.

                                        T.M. BONOVICH
                                        -------------
                                        T.M. Bonovich
                                        Incorporator

                                    -3-
<PAGE> 4  EX-3.(i)

                          CERTIFICATE OF AMENDMENT
                                   TO THE
                       CERTIFICATE OF INCORPORATION 
                                     OF
                          RIDDELLINK HOLDING CORP.
               Pursuant to the Delaware General Corporate Law



     It is hereby certified that:

     1.   The name of the corporation (hereinafter called the
 Corporation ) is RIDDELLINK HOLDING CORP.

     2.   The Certificate of Incorporation of the Corporation is hereby
amended by striking out Article 4 thereof and by substituting in lieu of
said Article 4 the following new Article
4:

                4.  The Corporation is authorized to issue an aggregate of
     20,000 shares of stock, $.01 par value per share, of which 16,950
     shares shall be designated Class A Common Stock ( Class A Common ) and
     3,050 shares shall be designated Class B Common Stock ( Class B
     Common ). Class A Common and Class B Common shall have exactly the
     same designations, rights privileges and preferences (including voting
     rights) except as follows:

          (1)  Until such time as the holders of Class A Common shall have
               received, on account of their Class A Common shares, an
               aggregate sum of four million ($4,000,000) dollars, whether
               by way of or as a result of one or more dividends, sales of
               any Class A Common by such holders and/or distributions with
               respect to the liquidation, dissolution or winding up of the
               Corporation, or otherwise (the  Investor Repayment ) the
               holders of Class B Common shall not be entitled to any
               dividend or other distribution of any kind, nature or
               description by the Corporation.

          (2)  At such time as the holders of Class A Common shall have
               received the Investor Repayment, the holders of Class A
               Common and the holders of Class B Common shall share in any
               and all future dividends and distributions by the
               Corporation in accordance with the following:

               a)   if the aggregate of all such dividends and
               distributions exceeds the Investor Repayment, but is less
               that $5,755,400 (said difference being referred to herein as
               the  Second Level Distribution ) then the holders of Class B
               Common shall be entitled to that portion of the Second Level
               Distribution which, after giving effect to prior Second
               Level Distributions, brings the total distributed to such
               holders to, in the aggregate:

                    .305 x Second Level Distribution
               plus $610,000 x (Second Level Distribution)
                                        $1,755,400

                                    -1-
<PAGE> 5  EX-3.(i)

               and the holders of the Class A Common shall be entitled to
               the balance of each such Second Level Distribution plus the
               Investor Repayment (provided the Investor Repayment is only
               paid once).

               Example:

               aggregate Distributions/Dividends =     $5,000,000
               Second Level Distributions = $1,000,000

               Class B Common Holders get
                    .305 x $1,000,000        =         $  305,000
               plus 610,000 x $1,000,000     =         $  347,000
                              ----------               ----------
                              $1,755,400               $  652,000

               Class A Common Holders get
               Investor Repayment                      $4,000,000
               Balance of Second Level
               Distribution ($1,000,000
               less $652,000)                          $  348,000
                                                       ----------
                                                       $4,348,000

               b)   if the aggregate of all such dividends and
                    distributions is equal to or exceeds $5,755,400 (being
                    referred to herein as the  Ultimate Level
                    Distributions ) then the holders of Class B Common
                    shall be entitled to that portion of each Ultimate
                    Level Distribution which, after giving effect to prior
                    Ultimate Level Distributions, brings the total Ultimate
                    Level Distribution to such holders to, in the
                    aggregate:

                    .305 x Ultimate Level Distributions plus $610,000 and
                    the holders of the Class A Common shall be entitled to
                    the balance of each such Ultimate Level Distribution
                    plus the Investor Repayment (provided the Inventor
                    Repayment is only paid once).

                    Example:
                    aggregate Distributions/Dividends=$6,000,000
                    Ultimate Level Distributions = $2,000,000

                    Class B Common Holders receive:
                         .305 x $2,000,000            =$ 610,000
                         plus $610,000                   610,000
                                                        --------
                                                      $1,220,000

                    Class A Common Holders get:
                    Investor Repayment                $4,000,000
                    Balance of Ultimate Level
                    Distributions ($2,000,000
                    less $1,220,000)                  $  780,000
                                                      ----------
                                                      $4,780,000
                                    -2-
<PAGE> 6  EX-3.(i)
     3.   The amendment of the Certificate of Incorporation herein
     certified has been duly adopted in accordance with the provision of
     Sections 228 and 242 of the General Corporation Law of the State of
     Delaware.

Signed and attested to on April 12, 1988.

                                   ROBERT NEDERLANDER
                                   ----------------------------
                                   Robert Nederlander - President

Attest:


LEONARD TOBOROFF
-------------------------------
Leonard Toboroff - Secretary

                                    -3-
<PAGE> 7  EX-3.(i)

                          CERTIFICATE OF AMENDMENT
                                   TO THE
                       CERTIFICATE OF INCORPORATION 
                                     OF
                          RIDDELLINK HOLDING CORP.
               Pursuant to the Delaware General Corporate Law

     It is hereby certified that:

     1.   The name of the corporation (hereinafter called the
 Corporation ) is RIDDELLINK HOLDING CORP.

     2.   The  First  section of the Certificate of incorporation of the
corporation is hereby amended in its entirety to read as follows:

      FIRST:   the name of the corporation (hereinafter called the
 corporation ) is

                  SPORTS LICENSING AND MANUFACTURING INC. 

     3.   The amendment of the Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of
Sections 228 and 242 of the General Corporation Law of the State of
Delaware.

Signed and attested to on October 24, 1990.


                                   FREDERIC H. BROOKS
                                   ------------------------------
                                   Frederic H. Brooks, President
Attest:

LAWRENCE F. SIMON
--------------------------------
Lawrence F. Simon,
Assistant Secretary

<PAGE> 8  EX-3.(i)
                         CERTIFICATE OF AMENDMENT
                                  TO THE 
                        CERTIFICATE OF INCORPORATION
                                     OF
                  SPORTS LICENSING AND MANUFACTURING INC.
              Pursuant to the Delaware General Corporation Law
                         

     It is hereby certified that:

     1.   The name of the corporation (hereinafter called the
 Corporation ) is SPORTS LICENSING AND MANUFACTURING INC.

     2.   The  First  section of the Certificate of Incorporation of the
Corporation is hereby amended in its entirety to read as follows:

      FIRST:   the name of the corporation (hereinafter called the
 corporation ) is

                            RIDDELL SPORTS INC. 

     3.   The amendment of the Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of
Sections 228 and 242 of the General Corporation Law of the State of
Delaware.

Signed and attested to on May 1, 1991.

                                   ROBERT NEDERLANDER
                                   ------------------------------
                                   Robert Nederlander
                                   Chairman of the Board
Attest:

LAWRENCE F. SIMON
--------------------------------
Lawrence F. Simon,
Assistant Secretary

<PAGE> 9  EX-3.(i)

                          CERTIFICATE OF AMENDMENT
                                  TO THE 
                        CERTIFICATE OF INCORPORATION
                                     OF
                          RIDDELLINK HOLDING CORP.
               Pursuant to the Delaware General Corporate Law

     RIDDELLINK HOLDING CORP., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the  Corporation ),
does hereby certify:

     1.   The name of the Corporation is RIDDELLINK HOLDING CORP.

     2.   The Certificate of Incorporation of the Corporation is hereby
amended by striking out Article 4 thereof and by substituting in lieu
thereof the following new Article 4.

           4.  The Corporation is authorized to issue an aggregate of
     20,000 shares of common stock, $.01 par value per share (the  Common
     Stock ). Upon the filing of this Certificate of Amendment, each issued
     and outstanding share of the Class A Common Stock, $0.1 par value per
     share and each issued and outstanding share of the Class B Common
     Stock, $.01 par value per share, shall be reclassified and changed
     into one share of Common Stock, without any action on the part of the
     holders thereof. 

     3.   The foregoing amendment of the Certificate of Incorporation of
the Corporation was duly adopted in accordance with the provisions of
Section 228 and 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, RIDDELLINK HOLDING CORP. has caused this
certificate to be signed by its Chairman of the Board and attested by its
Secretary, this 29th day of September, 1988.

                                   ROBERT NEDERLANDER
                                   ------------------------------
                                   Robert Nederlander
                                   Chairman of the Board
Attest:

LEONARD TOBOROFF
----------------------------
Leonard Toboroff,
Secretary

<PAGE 10>  EX-3.(i)
                          CERTIFICATE OF AMENDMENT
                                   TO THE
                        CERTIFICATE OF INCORPORATION
                                     OF
                            RIDDELL SPORTS INC.
              Pursuant to the Delaware General Corporation Law

     It is hereby certified that:

          1.   The name of the corporation (hereinafter called the
 Corporation ) is RIDDELL SPORTS INC.

          2.   The Board of Directors and Stockholders of the Corporation,
by the unanimous consent of all directors and the Voting Trustee pursuant
to a Voting Trust Agreement dated April 18, 1988, as Amended, covering all
issued and outstanding shares of the Corporation, pursuant to Sections
141(f) and 228(a) of the General Corporation Law, have adopted the
following resolutions setting forth an amendment to the Certificate of
Incorporation of the Corporation and declaring them to be in the best
interests of the Corporation; said resolutions reading as follows:

           RESOLVED, that the Certificate of Incorporation of the
Corporation be amended immediately prior to the Public Offering so that
Article FOURTH reads in its entirety as follows:

           FOURTH:  The total number of shares of stock which the
     Corporation shall have authority to issue is TWENTY-ONE MILLION
     (21,000,000) consisting of (i) Twenty Million (20,000,000) shares of
     Common Stock, par value $.01 per share, and (ii) One Million
     (1,000,000) shares of preferred Stock, par value $.01 per share.

          The designations, powers, preferences and rights, and the
     qualifications, limitations or restrictions of the Preferred Stock and
     of the Common Stock are as follows:

     A.   Preferred Stock.

          The Board of Directors is authorized, subject to limitations
     prescribed by law and the provisions of this Article FOURTH, to
     provide by resolution or resolutions for the issuance of the Preferred
     Stock. The Preferred Stock may be issued either as a class without
     series, or as so determined from time to time by the Board of
     Directors, either in whole or in part in one or more series, each
     series to be appropriately designated by a distinguishing number,
     letter or title prior to the issue of any shares thereof. Whenever the
     term  Preferred Stock  is used in this Article FOURTH, it shall be
     deemed to mean and include Preferred Stock issued as a class without
     series, or one or more series thereof, or both, unless the context
     shall otherwise require. There is hereby expressly granted to the
     Board of Directors of the Corporation authority, subject to the
     limitations provided by law, the right to fix the voting powers,
     designations, preferences, and relative participating, optional or
     other special rights, and the qualifications, limitations or
     restrictions of the shares of each series of such Preferred Stock, in
     the resolution or resolutions adopted by the Board of Directors
     providing for the issue of such Preferred Stock.

     The authority of the Board of Directors of the Corporation with
respect to each series shall include, but shall not be limited to, the
authority to determine the following:

     1.   The designation of the series;
                                     -1-
<PAGE> 11   EX-3.(i)

     2.   The number of shares initially constituting such series;

     3.   The increase, and the decrease to a number not less than the
          number of the outstanding shares of such series, of the number of
          shares constituting such series theretofore fixed;

     4.   The rate or rates and the times and conditions under which
          dividends on the shares of such series shall be paid, and, (i) if
          such dividends are payable in preference to, or in relation to,
          the dividends payable on any other class or classes of stock, the
          terms and conditions of such payment, and (ii) if such dividends
          shall be cumulative, the date or dates from and after which they
          shall accumulate;

     5.   Whether or not the shares of such series shall be redeemable,
          and, if such shares shall be redeemable, the terms and conditions
          of such redemption, including, but not limited to, the date or
          dates upon or after which such shares shall be redeemable and the
          amount per share which shall be payable upon such redemption,
          which amount may vary under conditions and at different
          redemption dates;

     6.   The amount payable on the shares of such series in the event of
          the dissolution of, or upon any distribution of the assets of,
          the Corporation;

     7.   Whether or not the shares of such series may be convertible into,
          or exchangeable for, shares of any other class or series and the
          price or prices and the rates of exchange and the terms of any
          adjustments to be made in connection with such conversion or
          exchange;

     8.   Whether or not the shares of such series shall have voting rights
          in addition to the voting rights provided by law, and, if such
          shares shall have such voting rights, the terms and conditions
          thereof, including but no limited to, the right of the holders of
          such shares to vote as a separate class either alone or with the
          holders of shares of one or more other series of Preferred Stock
          and the right to have more or less than one vote per share;

     9.   Whether or not a purchase fund shall be provided for the shares
          of such series, and, if such a purchase fund shall be provided,
          the terms and conditions thereof;

     10.  Whether or not a sinking fund shall be provided for the
          redemption of the shares of such series and if such a sinking
          fund shall be provided, the terms and conditions thereof; and

     11.  Any other powers, preferences and relative, participating,
          optional, or other special rights, and qualifications,
          limitations or restrictions thereof, as shall not be inconsistent
          with the provisions of this Article FOURTH or the limitations
          provided by law.

B.   Common Stock.                   
                                    -2-
<PAGE> 12   EX-3.(i)

     1.   Subject to the rights of the preferred stockholders, the holders
          of the Common Stock shall be entitled to receive such dividends
          as may be declared thereon by the Board of Directors of the
          Corporation in its discretion, from time to time, out of any
          funds or assets of the Corporation lawfully available for the
          payment of such dividends.

     2.   In the event of any liquidation, dissolution or winding up of the
          Corporation or any reduction of its capital, resulting in a
          distribution of its assets to its stockholders, whether voluntary
          or involuntary, then, after there shall have been paid or set
          apart for the holders of the Preferred Stock the full
          preferential amounts to which they are entitled, the holders of
          the Common Stock shall be entitled to receive as a class, pro
          rata, the remaining assets of the Corporation available for
          distribution to its stockholders.

     3.   For any and all purposes of this Certificate of Incorporation,
          neither the merger or consolidation of the Corporation into or
          with any other corporation, nor the merger or consolidation of
          any other corporation into or with the Corporation, nor a sale,
          transfer or lease of all or substantially all of the assets of
          the Corporation, or any other transaction or series of
          transactions having the effect of a reorganization shall be
          deemed to be a liquidation, dissolution or winding-up of the
          Corporation.

     4.   Except as otherwise expressly provided by law or in a resolution
          of the Board of Directors providing voting rights to the holders
          of the Preferred Stock, the holders of the Preferred Stock, the
          holders of the Common Stock shall possess exclusive voting power
          for the election of directors and for all other purposes and each
          holder thereof shall be entitled to one vote for each share
          thereof; 

and be it further

          RESOLVED, that a stock split is hereby declared with respect to
all issued and outstanding Common Stock of record as of the date of or
immediately prior to the effective date of the Pubic Offering so that each
stockholder of the Corporation shall receive 388.0105 shares of Common
Stock, par value $.01 per shares, for each single share of Common Stock,
par value $.01 per share, the issued and outstanding and that each stock
certificate with respect to the shares of stock outstanding immediately
prior to said stock split shall thereafter be deemed to represent that
number of shares of stock which would be issued and outstanding immediately
after said stock split without the necessity of the record owner
surrendering said original stock certificate to the Corporation in exchange
for a new certificate for the increased number of shares of stock; and be
it further

          RESOLVED, that, effective upon the stock split contemplated by
the immediately preceding resolution, there shall be transferred, on the
books of the Corporation, from surplus to capital, an amount which is
sufficient to increase the capital of the Corporation to the amount of the
aggregate par value of all of the Corporation s issued Common Stock

                                    -3-
<PAGE> 13  EX-3.(i)

immediately following such stock split. 

          3.   The amendment of the Certificate of Incorporation herein
               certified has been duly adopted in accordance with the
               provisions of Sections 228 and 242 of the General
               Corporation Law of the State of Delaware.

Signed and attested to on June 20, 1991.


                                   FREDERIC H. BOOKS
                                   -----------------------------
                                   Frederic H. Brooks, President

Attest:


LAWRENCE SIMON
--------------------------
Lawrence F. Simon, 
Assistant Secretary


                                    -4-
<PAGE> 14  EX-3.(i)
                          CERTIFICATE OF CHANGE
                                     OF
                            RIDDELL SPORTS INC.

            UNDER SECTION 1309a OF THE BUSINESS CORPORATION LAW



     The undersigned, being the President and the Secretary of RIDDELL
SPORTS INC., do hereby certify and set forth:
     (1)  The name of the corporation is Riddell Sports Inc.
     (2)  (a)  The certificate of incorporation of Riddell Sports Inc. was
filed by the Delaware Department of State on the 4th day of April, 1988
under the name Riddellink Holding Corporation. Riddell Sports Inc. adopted
its current name pursuant to a certificate of amendment filed by the
Delaware Secretary of State of May 6, 1991 (b) Riddell Sports Inc. filed
its application for authority to conduct business in the state of New York
with the New York Secretary of State on June 28, 1991; the application for
authority was filed under the name Riddell Sports Inc. 
     (3)  The application for authroization of Riddell Sports Inc. is
hereby changed as follows:
     Paragraph  Fifth  of the certificate of incorporation, which sets
forth a designation of the Secretary of State as agent of the corporation
upon whom process against it may be served and the post office address to
which the Secretary of State shall mail a copy of any process against it
served upon him, is hereby changed to the following, so as to change the
post office address:
      Fifth:   The Secretary of State of the State of New York is hereby
     designated the agent of this corporation upon whom process against
     this corporation may be served. The post office address to which the
     Secretary of State shall mail a copy of any process against this
     corporation served upon him as agent of this corporation is c/o
     General Counsel at Riddell Sports Inc., 900 Third Avenue, 27th Floor,
     New York, NY 10022.
     (4)  This change to the certificate of authority of Riddell Sports
Inc. was authorized by resolution adopted by unanimous vote of the board of
directors.
     IN WITNESS WHEREOF, the undersigned have executed and signed this
certificate this 1st day of July 1, 1993, and affirm that the foregoing
statements are true, under the penalties of perjury.
                                   STEPHEN D. TANNEN
                                   -----------------------------
                                   Stephen D. Tannen, President
 

                                   LISA J. MARRONI
                                   ----------------------------
                                   Lisa J. Marroni, Secretary
 
                                     -1-
<PAGE> 15  EX-3.(i)
                        CERTIFICATE OF AMENDMENT
                                   TO THE
                        CERTIFICATE OF INCORPORATION
                                     OF
                            RIDDELL SPORTS INC.
              Pursuant to the Delaware General Corporation Law

It is hereby certified that:

          1.   The name of the corporation (hereinafter called the
 Corporation ) is RIDDELL SPORTS INC.

          2.   All of the members of the Board of Directors and at least a
majority of a quorum of the Stockholders of the Corporation present in
person or by proxy at a valid and duly called meeting of Stockholders,
pursuant to Sections 141(f) and 228(a) of the General Corporation Law, have
adopted the following resolution setting forth an amendment to the
Certificate of Incorporation of the Corporation and declaring it to be in
the best interests of the Corporation; said resolution reading as follows:

           RESOLVED, that the Certificate of Incorporation of the
Corporation be amended so that Article FOURTH reads in its entirety as
follows:

           FOURTH: The total number of shares of stock which the
     Corporation shall have authority to issue is FORTY-FIVE MILLION
     (45,000,000) consisting of (i) Forty Million (40,000,000) shares of
     Common Stock, par value $.01 per share, and (ii) Five Million
     (5,000,000) shares of Preferred Stock, par value $.01 per share.

          3.   The amendment of the Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of
Sections 228 and 242 of the General Corporation Law of the State of
Delaware.

Signed and attested to on June 27, 1996.
                                                             
                                          DAVID GROELINGER
                                        -------------------------
                                        David Groelinger
                                        Senior Vice President
Attest:

LISA J. MARRONI
----------------------------
Lisa J.  Marroni
Vice President and Secretary
                                    -1-