SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      FOR THE QUARTER ENDED MARCH 31, 2001


                         Commission file number: 0-19298


                               RIDDELL SPORTS INC.
             (Exact name of registrant as specified in its charter)


           DELAWARE                                      22-2890400
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                 1450 BROADWAY, SUITE 2001, NEW YORK, NY, 10018
               (Address of principal executive offices) (Zip code)

                                 (212) 921-8101
              (Registrant's telephone number, including area code)


                                 Not Applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)



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 [X] No [_]


Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

                   9,452,250 Common Shares as of May 11, 2001

                                       1
<PAGE>


                               RIDDELL SPORTS INC.

                                      INDEX

                                                                            Page
Form 10-Q  Cover Page..........................................................1
Form 10-Q  Index...............................................................2
Part I.  Financial Information:
    Item 1.   Financial Statements:
                  Condensed Consolidated Balance Sheets........................3
                  Condensed Consolidated Statements of Operations .............4
                  Condensed Consolidated Statements of Stockholders' Equity ...5
                  Condensed Consolidated Statements of Cash Flows .............6
                  Notes to Condensed Consolidated Financial Statements ........7
    Item 2.  Management's Discussion and Analysis of
               Financial Condition and Results of Operations ..................9
Part II.   Other Information:
    Item 1.  Legal Proceedings................................................12
    Item 2.  Changes in Securities............................................12
    Item 3.  Defaults upon Senior Securities..................................12
    Item 4.  Submission of Matters to a Vote of Security Holders .............12
    Item 5.  Other Information................................................12
    Item 6.  Exhibits and Reports on Form 8-K.................................12
Signatures             .......................................................13


SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

     This  Report  contains  certain  statements  which  are   "forward-looking"
statements  under the federal  securities  laws that are based on the beliefs of
management as well as assumptions made by and information currently available to
management.  Forward-looking  statements  appear in Notes 5, 7 and 9 of Notes to
Condensed  Consolidated  Financial  Statements and throughout  Item 2 of Part I,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  concerning  Riddell's  determination of product liability reserves,
the seasonal  patterns of working capital,  revenue and operating results in its
business and the estimated cost,  prospects and financial impact of its Internet
operations. Certain factors could cause actual results to differ materially from
those  in the  forward-looking  statements  including  without  limitation,  (i)
continuation  of  historical  patterns  of demand  for  Riddell's  products  and
Riddell's  ability to meet the demand;  (ii) actions by  competitors,  including
without  limitation  new  product  introductions;  (iii) the loss of domestic or
foreign  suppliers;  (iv) changes in business  strategy or new product lines and
Riddell's  ability to successfully  implement  these; (v) the outcome of pending
product  liability claims and potential  future claims;  (vi) changes in factors
effecting  tax rates for the  remainder of 2001;  and (vii)  changes in interest
rates and general economic  conditions.  Riddell does not intend to update these
forward-looking statements.

                                       2
<PAGE>


Part 1. FINANCIAL INFORMATION; Item 1. FINANCIAL STATEMENTS

                      RIDDELL SPORTS INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                    MARCH 31,   DECEMBER 31,    MARCH 31,
                                                                      2001          2000          2000
                                                                    --------      --------      --------
<S>                                                                 <C>           <C>           <C>
                                                 ASSETS
Current assets:
  Cash .........................................................    $  1,457      $  1,116      $  1,601
  Accounts receivable, trade, less allowance for doubtful
    accounts ($994, $1,247 and $1,234 respectively) ............      35,464        35,245        36,401
  Inventories ..................................................      38,370        32,807        39,134
  Prepaid expenses .............................................       7,019         6,419         8,611
  Other receivables ............................................         444         2,070         1,780
  Deferred taxes ...............................................       6,770         2,270         2,076
                                                                    --------      --------      --------
    Total current assets .......................................      89,524        79,927        89,603
Property, plant and equipment, less accumulated
  depreciation ($13,139, $12,612 and $10,389 respectively) .....       8,751         8,543         8,361
Intangibles and deferred charges, less accumulated
  amortization ($23,041, $22,011 and $18,920 respectively) .....     101,358       102,388       104,925
Other assets ...................................................       3,226         2,959         2,880
                                                                    --------      --------      --------
           Total assets ........................................    $202,859      $193,817      $205,769
                                                                    ========      ========      ========

                                  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable .............................................    $ 10,994      $  7,340      $ 14,160
  Accrued liabilities ..........................................       8,056        10,886         7,897
  Customer deposits ............................................       3,492         5,490         4,493
                                                                    --------      --------      --------
    Total current liabilities ..................................      22,542        23,716        26,550
Long-term debt .................................................     152,081       138,919       155,721
Deferred taxes .................................................       2,270         2,270         2,076
Other liabilities ..............................................       3,040         3,040         3,107
Contingent liabilities (Note 5) ................................          --            --            --

Stockholders' equity
  Preferred stock ..............................................          --            --            --
  Common Stock .................................................          95            95            93
  Additional paid in capital ...................................      37,306        37,306        37,031
  Accumulated deficit ..........................................     (14,475)      (11,529)      (18,809)
                                                                    --------      --------      --------
    Total stockholders' equity .................................      22,926        25,872        18,315
                                                                    --------      --------      --------
          Total liabilities and stockholders' equity ...........    $202,859      $193,817      $205,769
                                                                    ========      ========      ========
</TABLE>

           See notes to condensed consolidated financial statements.

                                       3
<PAGE>


                      RIDDELL SPORTS INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


                                                             THREE MONTHS ENDED
                                                                  MARCH 31,
                                                             ------------------
                                                               2001       2000
                                                             -------    -------
Net revenues:
   Net sales, products and reconditioning ................   $28,641    $28,468
   Camps and events ......................................    11,616     10,555
   Royalty income ........................................       326        257
                                                             -------    -------
                                                              40,583     39,280
                                                             -------    -------
Cost of revenues:
   Products and reconditioning ...........................    17,470     17,077
   Camps and events ......................................     6,867      6,568
                                                             -------    -------
   Cost of sales .........................................    24,337     23,645
                                                             -------    -------
Gross profit .............................................    16,246     15,635
Selling, general and administrative expenses .............    20,075     18,357
                                                             -------    -------
(Loss) from operations ...................................    (3,829)    (2,722)
Interest expense .........................................     3,617      3,997
                                                             -------    -------
(Loss) before taxes ......................................    (7,446)    (6,719)
Income taxes .............................................    (4,500)        --
                                                             -------    -------
Net (loss) ...............................................   ($2,946)   ($6,719)
                                                             =======    =======

Net (loss) per share, basic and diluted ..................    ($0.31)    ($0.72)

Weighted average number of common and common
   equivalent shares outstanding .........................     9,452      9,296


           See notes to condensed consolidated financial statements.

                                       4
<PAGE>


                      RIDDELL SPORTS INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      RETAINED
                                       COMMON STOCK     ADDITIONAL    EARNINGS      TOTAL
                                     ----------------    PAID IN   (ACCUMULATED  STOCKHOLDERS'
                                     SHARES    AMOUNT    CAPITAL      DEFICIT)      EQUITY
                                     ------    ------    -------     --------      --------
<S>                                   <C>       <C>      <C>         <C>           <C>
FOR THE THREE MONTHS ENDED MARCH 31, 2000:

  Balance, January 1, 2000 ........   9,263     $ 93     $36,862     ($12,090)     $ 24,865
    Stock issued to employees .....      54       --         169           --           169
    Net (loss) for the period .....      --       --          --       (6,719)       (6,719)
                                      -----     ----     -------     --------      --------
  Balance, March 31, 2000 .........   9,317     $ 93     $37,031     ($18,809)     $ 18,315
                                      =====     ====     =======     ========      ========


FOR THE THREE MONTHS ENDED MARCH 31, 2001:

  Balance, January 1, 2001 ........   9,452     $ 95     $37,306     ($11,529)     $ 25,872
    Net (loss) for the period .....      --       --          --       (2,946)       (2,946)
                                      -----     ----     -------     --------      --------
  Balance, March 31, 2001 .........   9,452     $ 95     $37,306     ($14,475)     $ 22,926
                                      =====     ====     =======     ========      ========
</TABLE>

           See notes to condensed consolidated financial statements.

                                       5
<PAGE>


                      RIDDELL SPORTS INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

                                                            THREE MONTHS ENDED
                                                                 MARCH 31,
                                                             2001        2000
                                                           --------    --------
Cash flows from operating activities:
  Net (loss) ...........................................   ($ 2,946)   ($ 6,719)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
   Depreciation and amortization:
     Amortization of debt issue costs ..................        216         216
     Other depreciation and amortization ...............      1,585       1,477
   Provision for losses on accounts receivable .........        207         162
   Deferred taxes ......................................     (4,500)         --
     Changes in assets and liabilities:
        (Increase) decrease in:
          Accounts receivable, trade ...................       (426)     (4,039)
          Inventories ..................................     (5,563)     (5,746)
          Prepaid expenses .............................       (600)     (1,033)
          Other receivables ............................      1,626         240
          Other assets .................................       (267)       (366)
        Increase (decrease) in:
          Accounts payable .............................      3,654       3,842
          Accrued liabilities ..........................     (2,830)     (3,717)
          Customer deposits ............................     (1,998)     (1,597)
                                                           --------    --------
              Net cash used in operating activities ....    (11,842)    (17,280)
                                                           --------    --------

Cash flows from investing activities:
   Capital expenditures ................................       (979)     (1,256)
                                                           --------    --------
             Net cash used in investing activities .....       (979)     (1,256)
                                                           --------    --------

Cash flows from financing activities:
   Net borrowings under line-of-credit agreement .......     13,162      19,624
                                                           --------    --------
             Net cash provided by financing activities .     13,162      19,624
                                                           --------    --------

Net increase (decrease) in cash ........................        341       1,088
Cash, beginning ........................................      1,116         513
                                                           --------    --------
Cash, ending ...........................................   $  1,457    $  1,601
                                                           ========    ========

           See notes to condensed consolidated financial statements.

                                       6
<PAGE>


                      RIDDELL SPORTS INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.   BASIS OF PRESENTATION

     The condensed  consolidated  financial  statements  include the accounts of
Riddell  Sports  Inc.  and  its  wholly-owned   subsidiaries.   All  significant
intercompany  accounts and transactions  have been eliminated.  These statements
are  unaudited,  and  in the  opinion  of  management  include  all  adjustments
(consisting   only  of  normal   recurring   adjustments)   necessary  for  fair
presentation of Riddell's  consolidated  financial position and the consolidated
results of its  operations and cash flows at March 31, 2001 and 2000 and for the
periods  then  ended.  Certain  information  and  footnote  disclosures  made in
Riddell's  last Annual  Report on Form 10-K have been  condensed  or omitted for
these interim statements.  Accordingly,  these condensed  consolidated financial
statements  should be read in conjunction  with Riddell's  Annual Report on Form
10-K for the year ended  December  31,  2000.  Operating  results  for the three
months ended March 31, 2001 are not necessarily  indicative of the results to be
expected during the remainder of 2001.

2.   EARNINGS PER SHARE

     Net loss per share  amounts have been  computed by dividing net loss by the
weighted average number of outstanding common shares. Diluted earnings per share
for the three  month  periods  ended  March 31,  2001 and 2000 is equal to basic
earnings  per  share  as  both  periods  had a net  loss.  Potentially  dilutive
securities,  which  include  convertible  debt  and  Common  Stock  options  and
warrants, were not dilutive due to the net losses incurred.

3.   RECEIVABLES

     Accounts receivable include unbilled shipments of approximately $2,927,000,
$972,000 and $2,802,000 at March 31, 2001, December 31, 2000 and March 31, 2000,
respectively.  It is Riddell's  policy to record revenues when the related goods
have been shipped.  Unbilled shipments represent  receivables for shipments that
have not been invoiced. These amounts relate principally to partial shipments to
customers  who are not invoiced  until their order is shipped in its entirety or
customers  with orders  containing  other  terms that  require a deferral in the
issuance of an invoice.  Management  believes  that  substantially  all of these
unbilled receivables will be invoiced within the current sales season.

4.   INVENTORIES

     Inventories consist of the following:
       (In thousands)                        March 31,   December 31,  March 31,
                                                2001         2000        2000
                                              -------      -------      -------
         Finished goods                       $24,543      $18,591      $23,340
         Work-in-process                        4,199        3,974        3,941
         Raw materials                          9,628       10,242       11,853
                                              -------      -------      -------
                                              $38,370      $32,807      $39,134
                                              =======      =======      =======

                                       7
<PAGE>


                      RIDDELL SPORTS INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


5.   LITIGATION MATTERS AND CONTINGENCIES

     At March 31,  2001  Riddell was a defendant  in 9 product  liability  suits
relating  to  personal  injuries   allegedly  related  to  the  use  of  helmets
manufactured or reconditioned  by subsidiaries of Riddell.  The ultimate outcome
of these claims,  or potential  future claims,  cannot  presently be determined.
Riddell  estimates  that the  uninsured  portion  of future  costs and  expenses
related to these claims, and incurred but not reported claims, will amount to at
least $4,100,000 and,  accordingly,  a reserve in this amount is included in the
Condensed  Consolidated  Balance  Sheet at March 31,  2001,  as part of  accrued
liabilities  and other  liabilities.  These  reserves  are based on estimates of
losses and defense costs  anticipated to result from such claims,  from within a
range of  potential  outcomes,  based on  available  information,  including  an
analysis of historical  data such as the rate of occurrence  and the  settlement
amounts of past cases.  However,  due to the uncertainty involved with estimates
actual  results have at times varied  substantially  from earlier  estimates and
could  do so in the  future.  Accordingly  there  can be no  assurance  that the
ultimate costs of such claims will fall within the established reserves.

6.   SUPPLEMENTAL CASH FLOW INFORMATION

     Cash paid for interest was  $6,319,000  and  $6,635,000 for the three month
periods  ended March 31, 2001 and 2000,  respectively.  During the three  months
ended March 31,  2001,  Riddell  received an income tax refund of  approximately
$1.5  million  relating to a carry back of net  operating  losses of its Varsity
Spirit  Corporation  subsidiary  for periods  preceding the 1997  acquisition of
Varsity Spirit Corporation. This tax refund had been recorded as a receivable at
the time of the  acquisition.  Other income tax payments,  or refunds,  were not
significant for the three periods ended March 31, 2001 and 2000.

     During the three month period ended March 31, 2000,  Riddell  issued shares
of its common  stock,  valued at $169,000  based on quoted  market values at the
time  of  grant,  to  certain  employees  in  satisfaction  of  an  accrual  for
compensation included in accrued liabilities at December 31, 1999.

7.   INCOME TAXES

     Operating results for the first quarter of 2001 reflect a tax benefit based
on the anticipated effective annual tax rate for 2001. The anticipated effective
annual tax rate is estimated based on remaining net operating loss carryforwards
and anticipated income and non-deductible  expenses for the year. The actual tax
rate for the year could vary  substantially from the anticipated rate due to the
use of these estimates.

                                       8
<PAGE>


                      RIDDELL SPORTS INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


     Operating  results  for the first  quarter of 2000  included  no income tax
benefit because we had anticipated that net operating loss  carryforwards  would
be available to offset income taxes for the year ended December 31, 2000.

8.   SEGMENT INFORMATION:

     Net  revenues  and  income  or loss from  operations  for  Riddell's  three
reportable segments are as follows:

                                                         THREE MONTHS ENDED
                                                              MARCH 31,
                                                       -----------------------
                                                         2001           2000
                                                       --------       --------
                                                            (In thousands)
     Net revenues:
        Extracurricular products and services          $ 37,474       $ 35,906
        Retail products                                   2,783          3,117
        Trademark Licensing                                 326            257
                                                       --------       --------
           Consolidated total                          $ 40,583       $ 39,280
                                                       ========       ========

     Income (loss) from operations:
        Extracurricular products and services          ($ 2,198)      ($ 1,297)
        Retail products                                    (428)          (223)
        Trademark Licensing                                 168             60
        Corporate and unallocated expenses               (1,371)        (1,262)
                                                       --------       --------
           Consolidated total                          ($ 3,829)      ($ 2,722)
                                                       ========       ========

9.   SUBSEQUENT EVENT:

In April 2001, we signed an agreement to sell our Riddell  Group  Division to an
acquisition  affiliate  of  Lincolnshire  Management,  Inc.,  a New  York  based
private-equity fund. Under the terms of the agreement,  we would receive cash at
closing  equal to $61.0 million plus the  approximate  amount of short term debt
and interest  expense  incurred by the Riddell Group Division between January 1,
2001 and closing.

     We would use the proceeds from the transaction,  net of expenses, to reduce
indebtedness  and/or to be reinvested in our  business,  in accordance  with the
terms of our credit facility with Bank of America and our Senior Notes.

     Closing of the  transaction  is anticipated to take place in June 2001, but
the consummation of the  transactions  contemplated by the agreement are subject
to several conditions including,  among others, the buyer's obtaining of certain
required consents and agreements with National Football League Properties,  Inc.
and the  obtaining  of consents or  agreements  from other  third  parties,  the
purchaser securing the necessary financing, the expiration or termination of the
waiting period under the Hart-Scott-Rodino laws and the

                                       9
<PAGE>


                      RIDDELL SPORTS INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


absence  of  material  adverse  change  to the  business  of the  Riddell  Group
Division.  The agreement  terminates if the sale is not  consummated by June 30,
2001. In addition,  under  certain  limited  circumstances,  if the agreement is
terminated or the transaction is not consummated, the proposed purchaser will be
entitled to a termination fee of up to $3.5 million.  Given the conditions which
must be satisfied  prior to  consummation  of the  transaction,  there can be no
assurance that the transaction will be completed.

     The Riddell Group Division  includes:  (i) all of our Team Sports business,
except Umbro branded team soccer  products,  (ii) our licensing  segment,  which
allows  third-parties to market certain products using the Riddell and MacGregor
trademarks to third parties, and (iii) our retail segment,  which markets a line
of sports collectibles and athletic equipment to retailers.

     For calendar year 2000, Riddell Group Division revenues were $89.3 million,
or  approximately  38% of our  consolidated  revenues of $234.7  million for the
year. The Riddell Group Division's operating income,  before interest and taxes,
for calendar 2000 was approximately  $10.3 million,  or approximately 60% of our
consolidated operating income of $17.0 million for the year. We anticipate that,
if  completed,  the  transaction  will result in a loss on  disposition,  before
income taxes, estimated at approximately $23 million.  Additionally, we estimate
that income  before  taxes for the related  operations  through  June 2001 would
approximate  $5  million.  Neither the  estimated  loss on  disposition  nor the
estimated operating income include an allocation of our interest expense.

                                       10
<PAGE>


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

     Overview and seasonality

     Operations  for the  three-month  period ended March 31, 2001 resulted in a
net loss of $2.9  million,  or $0.31 per share as compared to a net loss of $6.7
million, or $0.72 per share, for the first quarter of 2000. The reduction in the
first quarter loss was due to the  recognition  of an income tax benefit for the
first  quarter of 2001,  while no income tax benefit  was  recorded in the first
quarter of 2000.  The change in income tax  benefits  between the two periods is
further discussed under "income taxes", below.

     Operating results before taxes for the first quarter of 2001 were a loss of
$7.4  million as compared to a loss before  taxes of $6.7  million for the first
quarter of 2000.  The  increase  in the first  quarter  pre-tax  loss  primarily
resulted from an increase in selling,  general and administrative  expenses,  as
further discussed below.

     The loss in the first  quarter of 2001 was  anticipated  and is  consistent
with the  seasonality of our business.  In recent years our operations have been
most  profitable  in the  second  and third  quarters,  with the  third  quarter
typically the strongest, while losses have been incurred in the first and fourth
quarters.  The factors  influencing  this seasonal pattern were discussed in our
last Annual Report on form 10-K.


     Revenues

     Revenues in the  three-month  period ended March 31, 2001  increased 3%, or
$1.3 million, to $40.6 million from $39.3 million in the first quarter of 2000.

     The  revenue  gain  came from our  extracurricular  segment.  This  segment
markets  our team  sports and school  spirit  lines of  products  and  services,
primarily through our direct sales force, to customers such as schools,  leagues
and recreational groups. Extracurricular revenues increased 4%, or $1.5 million,
to $37.4  million in the first  quarter of 2000 from $35.9  million in the first
quarter of 2000. Volume increases  generated most of the gain, with modest price
increases  also  contributing  to revenue  growth.  School  spirit  products and
services revenues increased approximately $1.9 million, or 13%, for the quarter.
Sales of team sports products and services decreased 2% or $0.4 million due to a
decrease in sales of Umbro-branded team soccer products. Sales of Umbro products
decreased $0.7 million,  or 27%, for the quarter while sales of our Riddell line
of team sports products and services increased $0.3 million, or 1%.

     Revenues from the retail segment  decreased $0.3 million to $2.7 million in
the  first  quarter  of 2001.  The  decline  was due to a  decrease  in sales of
recreational and youth team sports products sold to dealers.

     Revenues from trademark  licensing  increased from $0.3 million in he first
quarter of 2000 to $0.4 million in the first quarter of 2001.

                                       11
<PAGE>


     Gross profit

     Gross profit  increased to $16.2  million in the first quarter of 2001 from
$15.6 million in the first quarter of 2000.  Gross margin rates were  relatively
stable,  increasing  to 40.0% in 2001 from  39.8% in the first  quarter  of 2000
principally due to shifts in product mix and offsetting volume related changes.

     Gross  margins for the  extracurricular  segment  increased to 40.0% in the
first quarter of 2001 from 39.9% in the first quarter of 2000. Gross margins for
the retail segment decreased to 32.4% in the first quarter of 2001 from 33.8% in
the first  quarter  of 2000,  due to the  reduction  in  segment  volume for the
quarter.

     Selling, general and administrative expenses

     Overall,  selling,  general  and  administrative  expenses  increased  $1.7
million,  or 9%, in the first  quarter of 2001.  These  expenses  increased as a
percentage  of revenues  to 49.5% of revenues in the first  quarter of 2001 from
46.7% in the first quarter of 2000.

     Most of the  increase  related  to the  extracurricular  segment  which had
higher  operating  expenses in preparation  for the upcoming  operating  season.
Expenses for the  extracurricular  segment as a percentage of revenues increased
to 45.9% of  revenues  in the  first  quarter  of 2000  from  43.5% in the first
quarter of 2000.

     For the retail segment, selling, general and administrative expenses in the
three-month period increased $52,000 from the first quarter of the previous year
due to increased marketing  expenditures.  This increase combined with the sales
decrease  for this  segment  resulted in an  increase  in  selling,  general and
administrative  expenses  as a  percentage  of  revenues  to 47.8% in the  first
quarter of 2001 from 41.0% in the first quarter of 2000.

     Interest expense

     Interest  expense  decreased  by $0.4  million to $3.6 million in the first
quarter of 2001 from $4.0 million in the first quarter of 2000.  The net expense
for the 2001 period included  approximately $250,000 of interest income received
during the  quarter as part of a federal  income tax refund.  The refund,  which
included  approximately  $1.5  million in taxes,  related to a carry back of net
operating losses of Riddell's Varsity Spirit Corporation  subsidiary for periods
preceding  the 1997  acquisition  of  Varsity  Spirit  Corporation  and had been
recorded as a receivable at the time of the  acquisition.  Interest expense also
decreased due to lower interest on our revolving  line of credit  resulting from
lower  outstanding  indebtedness  and decreases in the prime and Libor  interest
rates.  Outstanding  indebtedness decreased in line with working capital demands
which  decreased in large part due to improved  collections of  receivables  and
receipt of the tax refund described above.

     Income Taxes

     Operating results for the first quarter of 2001 reflect a tax benefit based
on the anticipated effective annual tax rate for 2001. The anticipated effective
annual tax rate is estimated based on remaining net

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<PAGE>


operating loss carryforwards and anticipated income and non-deductible  expenses
for the year. The actual tax rate for the year could vary substantially from the
anticipated rate due to the use of these estimates.

     Operating  results  for the first  quarter of 2000  included  no income tax
benefit because we had anticipated that net operating loss  carryforwards  would
be available to offset income taxes for the year ended December 31, 2000.


LIQUIDITY AND CAPITAL RESOURCES

     The seasonality of our working capital needs is primarily impacted by three
factors.   First,  a  significant  portion  of  the  products  we  sell  in  the
extracurricular  segment are sold  throughout the year on  dated-payment  terms,
with the related receivables becoming due when the school year begins during the
following July to October period.  Second, we incur costs relating to our summer
camp  business  during first and second  quarters as we prepare for the upcoming
camp  season in our  school  spirit  division,  while camp  revenues  are mostly
collected in the June to August period.  Lastly,  our debt structure impacts our
working capital  requirements as the semi-annual  interest  payments on our $115
million, 10.5% Senior Notes come due each January and July.

     To finance these seasonal  working  capital  demands,  we maintain a credit
facility in the form of a revolving line of credit.  The outstanding  balance on
the credit facility  follows the seasonal  cycles  described  above,  increasing
during the early part of the operating cycle in the first and second quarters of
each year and then  decreasing from the middle of the third quarter and into the
fourth quarter as collections are used to reduce the outstanding balance.

     At March 31, 2001 the  outstanding  balance  under the credit  facility was
$29.6  million.  This  compares  with  outstanding  balances of $16.4 million at
December  31,  2000 and $33.2  million  at March  31,  2000.  The  change in the
outstanding  balance  between  March 31, 2001 and December 31, 2000 reflects the
seasonal  working  capital  pattern  presented  above,  while  the  decrease  in
outstanding  borrowing  between  March 31, 2001 and March 31, 2000  reflects the
factors discussed above in the paragraph on interest expense.

     Our current debt service obligations are significant and, accordingly,  our
ability to meet our debt service and other obligations will depend on our future
performance  and is subject to financial,  economic and other  factors,  some of
which are beyond our control. Furthermore, due to the seasonality of our working
capital  demands  described  above,  year-over-year  growth in our  business and
working capital could lead to higher debt levels in future  periods.  We believe
that operating cash flow together with funds  available from our credit facility
will be sufficient to fund our current debt service,  seasonal and other current
working capital requirements.

Agreement to Sell Riddell Group Division

     In April 2001, we signed an agreement to sell our Riddell Group Division to
an  acquisition  affiliate of  Lincolnshire  Management,  Inc., a New York based
private-equity fund. Under the terms of the agreement,  we would receive cash at
closing  equal to $61.0 million plus the  approximate  amount of short term debt
and interest  expense  incurred by the Riddell Group Division between January 1,
2001 and closing.

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<PAGE>


     We would use the proceeds from the transaction,  net of expenses, to reduce
indebtedness  and/or to be reinvested in our  business,  in accordance  with the
terms of our credit facility with Bank of America and our Senior Notes.

     Closing of the  transaction  is anticipated to take place in June 2001, but
the consummation of the  transactions  contemplated by the agreement are subject
to several conditions including,  among others, the buyer's obtaining of certain
required consents and agreements with National Football League Properties,  Inc.
and the  obtaining  of consents or  agreements  from other  third  parties,  the
purchaser securing the necessary financing, the expiration or termination of the
waiting  period  under the  Hart-Scott-Rodino  laws and the  absence of material
adverse  change  to the business of the Riddell  Group  Division.  The agreement
terminates if the sale is not  consummated by June 30, 2001. In addition,  under
certain limited circumstances, if the agreement is terminated or the transaction
is not consummated, the proposed purchaser will be entitled to a termination fee
of up to $3.5 million.  Given the  conditions  which must be satisfied  prior to
consummation of the transaction,  there can be no assurance that the transaction
will be completed.

     The Riddell Group Division  includes:  (i) all of our Team Sports business,
except Umbro branded team soccer  products,  (ii) our licensing  segment,  which
allows  third-parties to market certain products using the Riddell and MacGregor
trademarks to third parties, and (iii) our retail segment,  which markets a line
of sports collectibles and athletic equipment to retailers.

     For calendar year 2000, Riddell Group Division revenues were $89.3 million,
or  approximately  38% of our  consolidated  revenues of $234.7  million for the
year. The Riddell Group Division's operating income,  before interest and taxes,
for calendar 2000 was approximately  $10.3 million,  or approximately 60% of our
consolidated operating income of $17.0 million for the year. We anticipate that,
if  completed,  the  transaction  will result in a loss on  disposition,  before
income taxes, estimated at approximately $23 million.  Additionally, we estimate
that income  before  taxes for the related  operations  through  June 2001 would
approximate  $5  million.  Neither the  estimated  loss on  disposition  nor the
estimated operating income include an allocation of our interest expense.

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<PAGE>


Part II.  OTHER INFORMATION

Item 1.   Legal Proceedings

          Riddell is a defendant in certain  product  liability  proceedings and
from time to time becomes involved in various claims and lawsuits  incidental to
its business including,  without limitation,  employment related litigation. See
Note 5 of "Notes to Condensed Consolidated Financial Statements".

Item 2.   Changes in Securities
          None

Item 3.   Defaults upon Senior Securities
          None

Item 4.   Submission of Matters to a Vote of Security Holders
          None

Item 5.   Other Information
          None

Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibit index: None

     (b)  Reports on Form 8-K

          The Company  filed a Form 8-K dated April 27,  2001  reporting,  under
     Item 5. Other Events, that the Company entered into a agreement to sell its
     Riddell Group Division and certain additional assets of the Company and its
     affiliates  for an  aggregate  purchase  price  of  $61,000,000,  plus  the
     approximate  amount  of  short-term  debt  incurred  by the  Riddell  Group
     Division  between  January 1, 2001 and closing.  The Riddell Group Division
     includes:  (i) all of the  Company's  Team Sports  business,  except  Umbro
     branded team soccer products,  (ii) the Company's licensing segment,  which
     allows  third-parties  to market  certain  products  using the  Riddell and
     MacGregor  trademarks  to third  parties  and  (iii) the  Company's  retail
     segment, which markets a line of sports collectibles and athletic equipment
     to retailers in the United  States.  The  consummation  of the  transaction
     contemplated  by  the  Stock  Purchase  Agreement  is  subject  to  several
     conditions  including,  among others,  the purchaser securing the necessary
     financing,  the  obtaining of required  consents or  agreements  from third
     parties, Hart Scott Rodino clearance and no material adverse change  to the
     business of the Riddell Group Division.

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<PAGE>


SIGNATURES

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 THEREUNTO DULY AUTHORIZED.



                                         RIDDELL SPORTS INC.


         Date:    May 14, 2001           By       /s/ DAVID MAUER
                                             -----------------------------------
                                                  David Mauer
                                                  President and
                                                  Chief Executive Officer




         Date:    May 14, 2001           By       /s/ DAVID GROELINGER
                                             -----------------------------------
                                                  David Groelinger
                                                  Executive Vice President and
                                                  Chief Financial Officer


         Date:    May 14, 2001           By       /s/ LAWRENCE F. SIMON
                                             -----------------------------------
                                                  Lawrence F. Simon
                                                  Senior Vice President
                                                  (Principal Accounting Officer)

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