<PAGE> 1

                      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 SEPTEMBER 30, 1996


                        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
  incorporation or organization)           Identification No.)    


                  900 Third Avenue, New York, New York, 10022
             (Address of principal executive offices)  (Zip code)

                                (212) 826-4300
             (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.


                8,067,985 Common Shares as of November 11, 1996

                                     1
<PAGE> 2



                              RIDDELL SPORTS INC.

                                     INDEX



                                                           Page

     Form 10-Q  Cover Page  . . . . . . . . . . . . . .     1


     Form 10-Q  Index . . . . . . . . . . . . . . . . .     2


     Part I.  Financial Information:

       Item 1.   Financial Statements:
                Consolidated Balance Sheets . . . . . .     3

                Consolidated Statements of Operations .     4

                Consolidated Statements of 
                  Shareholders' Equity. . . . . . . . . .   5

                Consolidated Statements of Cash Flows . .   6

                Notes to Consolidated Financial Statements  7

       Item 2.  Management's Discussion and Analysis of 
               Financial Condition and Results 
               of Operations . . . . . . . . . . . . . .    13


     Part II.   Other Information

       Item 1.  Legal Proceedings   . . . . . . . . . .     17

       Item 2.  Changes in Securities   . . . . . . . .     19

       Item 3.  Defaults upon Senior Securities   . . .     19

       Item 4.  Submission of Matters to a Vote 
                of Security Holders . . . . . . . . . . .   19

       Item 5.  Other Information   . . . . . . . . . .     19

       Item 6.  Exhibits and Reports on Form 8-K  . . .     20

     Signatures . . . . . . . . . . . . . . . . . . . .     21

                                                           

                                       2
<PAGE> 3

Part 1.   FINANCIAL INFORMATION
Item 1.   FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                RIDDELL SPORTS INC. AND SUBSIDIARIES
                                                     CONSOLIDATED BALANCE SHEETS
                                                                             September 30,     December 31,
                                                                                 1996             1995     
                                                                             -------------   --------------
<S>                                                                          <C>             <C>
                                                               ASSETS 
Current assets:
  Cash      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $     645,509   $      615,081
  Accounts receivable, trade, less allowance for doubtful 
    accounts ($784,000 and $620,000 respectively)   . . . . . . . . . . .       22,942,210       14,099,028
  Inventories (Note 3)  . . . . . . . . . . . . . . . . . . . . . . . . .       15,266,875       14,425,882
  Prepaid expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . .        4,022,461        6,815,009
  Other receivables   . . . . . . . . . . . . . . . . . . . . . . . . . .          190,002          358,769
                                                                             -------------   --------------
           Total current assets . . . . . . . . . . . . . . . . . . . . .       43,067,057       36,313,769
Property, plant and equipment, less accumulated 
  depreciation ($3,672,812 and $3,278,807 respectively)   . . . . . . . .        3,344,939        2,966,494
Intangibles and deferred charges, less accumulated
  amortization ($9,743,607 and $8,548,485 respectively)   . . . . . . . .       33,546,409       34,741,533
Other assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          102,693          102,893
                                                                             -------------   --------------
                                                                               $80,061,098   $   74,124,689
                                                                             =============  ===============

                                                LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt (September 30, 1996
     includes $870,834 due to a shareholder) Note 5   . . . . . . . . . .      $ 5,095,033   $    1,141,572
  Accounts payable  . . . . . . . . . . . . . . . . . . . . . . . . . . .        5,320,878        6,304,289
  Accrued liabilities   . . . . . . . . . . . . . . . . . . . . . . . . .        6,687,515        9,581,548
                                                                             -------------   --------------
           Total current liabilities  . . . . . . . . . . . . . . . . . .       17,103,426       17,027,409
Long-term debt, less current portion (Note 5):
  Shareholders and related parties  . . . . . . . . . . . . . . . . . . .          439,000        1,309,834
  Banks and other   . . . . . . . . . . . . . . . . . . . . . . . . . . .       25,154,893       22,290,398
                                                                             -------------   --------------
                                                                                25,593,893       23,600,232

Deferred taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        2,180,000        1,990,000
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .        6,148,004        6,605,206
Contingent liabilities (Note 4)

Shareholders' equity
  Preferred stock, $.01 par; authorized 5,000,000 shares; none issued
  Common stock, $.01 par; authorized 40,000,000 shares; issued
    and outstanding 8,067,985 shares  . . . . . . . . . . . . . . . . . .           80,680           80,680
  Capital in excess of par  . . . . . . . . . . . . . . . . . . . . . . .       31,456,912       31,456,912
  Accumulated deficit   . . . . . . . . . . . . . . . . . . . . . . . . .       (2,501,817)      (6,635,750)
                                                                             -------------   --------------
                                                                                29,035,775       24,901,842
                                                                             -------------   --------------
                                                                               $80,061,098   $   74,124,689
                                                                             =============  ===============
                                           See notes to consolidated financial statements
</TABLE>


                                     3
<PAGE> 4

<TABLE>
<CAPTION>
                                                RIDDELL SPORTS INC. AND SUBSIDIARIES
                                                CONSOLIDATED STATEMENTS OF OPERATIONS




                                            Three Months Ended                     Nine Months Ended
                                               September 30,                         September 30,           
                                    ----------------------------------      ---------------------------------
                                          1996               1995               1996               1995      
                                      -------------      -------------      --------------     --------------
<S>                                     <C>              <C>                <C>                <C>
Net revenues:
  Net sales . . . . . . . . . . .       $17,781,415        $16,986,783         $57,662,900        $52,167,954
  Royalty income  . . . . . . . .           555,850            713,408           2,130,339          2,854,796
                                      -------------      -------------      --------------     --------------
                                         18,337,265         17,700,191          59,793,239         55,022,750
Cost of sales . . . . . . . . . .        10,100,296         10,027,223          31,316,347         29,345,111
                                      -------------      -------------      --------------     --------------
Gross profit  . . . . . . . . . .         8,236,969          7,672,968          28,476,892         25,677,639
Selling, general and 
  administrative expenses . . . .         5,782,817          5,371,318          19,984,383         18,041,427
Product liability . . . . . . . .           664,133            658,740           1,992,400          1,983,750
                                      -------------      -------------      --------------     --------------
Income from operations  . . . . .         1,790,019          1,642,910           6,500,109          5,652,462
Interest expense  . . . . . . . .           784,902            802,270           2,176,176          2,192,887
                                      -------------      -------------      --------------     --------------
Income before taxes   . . . . . .         1,005,117            840,640           4,323,933          3,459,575
Income taxes  . . . . . . . . . .            40,000             38,000             190,000            156,000
                                      -------------      -------------      --------------     --------------
Net income  . . . . . . . . . . .          $965,117           $802,640          $4,133,933         $3,303,575
                                      =============      =============      ==============     ==============

Net earnings per share  . . . . .           $  0.11            $  0.10             $  0.48            $  0.41
                                      =============      =============      ==============     ==============



                                           See notes to consolidated financial statements
</TABLE>

                                   4
<PAGE> 5

<TABLE>
<CAPTION>                                       RIDDELL SPORTS INC. AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY




                                                                                 Retained
                                                                 Capital         earnings           Total
                                           Common Stock         in excess      (Accumulated     Shareholders'
                                      Shares       Amount        of par           deficit)         equity     
                                     ----------    -------      ------------    ------------      ------------
<S>                                  <C>            <C>         <C>             <C>               <C>
For the nine months ended September 30, 1995:

  Balance, December 31, 1994  . . .   8,039,742    $80,397       $31,457,195     $(7,106,284)      $24,431,308

  Shares issued in connection with 
    a 1994 acquisition  . . . . . .      28,243        283              (283)                              -0-

  Net income for the period   . . .                                                3,303,575         3,303,575
                                     ----------    -------      ------------    ------------      ------------
  Balance, September 30, 1995   . .   8,067,985    $80,680       $31,456,912     $(3,802,709)      $27,734,883
                                     ==========    =======      ============    ============      ============



For the nine months ended September 30, 1996:

  Balance, December 31, 1995  . . .   8,067,985    $80,680       $31,456,912     $(6,635,750)      $24,901,842


  Net income for the period   . . .                                                4,133,933         4,133,933
                                     ----------    -------      ------------    ------------      ------------
  Balance, September 30, 1996   . .   8,067,985    $80,680       $31,456,912     $(2,501,817)      $29,035,775
                                     ==========    =======      ============    ============      ============


                                           See notes to consolidated financial statements
</TABLE>

                                                            
                                     5
<PAGE> 6

<TABLE>
<CAPTION>
                                                RIDDELL SPORTS INC. AND SUBSIDIARIES
                                                CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                     Nine Months Ended
                                                                       September 30,           
                                                             --------------------------------- 
                                                                  1996                1995     
                                                              --------------     --------------
<S>                                                           <C>                <C>
Cash flows from investing activities:
    Net income  . . . . . . . . . . . . . . . . . . . . . .       $4,133,933         $3,303,575
    Adjustments to reconcile net income to net 
     cash used in operating activities:
      Depreciation and amortization . . . . . . . . . . . .        1,647,763          1,681,590
      Provision for losses on accounts receivable . . . . .          385,834            259,685
      Deferred taxes  . . . . . . . . . . . . . . . . . . .          190,000            142,222
      Changes in assets and liabilities (net
       of effects from acquisitions):
        (Increase) decrease in:
          Accounts receivable, trade  . . . . . . . . . . .       (9,229,016)       (11,976,186)
          Inventories   . . . . . . . . . . . . . . . . . .         (840,993)           348,212
          Prepaid expenses  . . . . . . . . . . . . . . . .        2,792,548          1,971,624
          Other receivables   . . . . . . . . . . . . . . .          168,767          2,170,787
          Other assets  . . . . . . . . . . . . . . . . . .              200            (14,480)
        Increase (decrease) in:
          Accounts payable  . . . . . . . . . . . . . . . .         (983,411)        (3,714,401)
          Accrued liabilities   . . . . . . . . . . . . . .       (2,894,033)        (2,392,406)
          Other liabilities   . . . . . . . . . . . . . . .         (457,202)          (646,911)
                                                              --------------     --------------
              Net cash used in operating activities   . . .       (5,085,610)        (8,866,689)
                                                              --------------     --------------
Cash flows from investing activities:
    Capital expenditures  . . . . . . . . . . . . . . . . .         (831,084)          (568,467)
    Acquisition   . . . . . . . . . . . . . . . . . . . . .                -           (641,670)
                                                              --------------     --------------
              Net cash used in investing activities   . . .         (831,084)        (1,210,137)
                                                              --------------     --------------
Cash flows from financing activities:
    Net borrowings under line-of-credit agreement . . . . .        6,088,693         11,770,937
    Principal payments on long-term debt:
      Banks  and other  . . . . . . . . . . . . . . . . . .         (141,571)          (554,094)
      Shareholders  . . . . . . . . . . . . . . . . . . . .                -           (712,500)
                                                              --------------     --------------
              Net cash provided by financing activities   .        5,947,122         10,504,343
                                                              --------------     --------------
Net increase in cash  . . . . . . . . . . . . . . . . . . .           30,428            427,517
Cash, beginning . . . . . . . . . . . . . . . . . . . . . .          615,081            190,325
                                                              --------------     --------------
Cash, ending  . . . . . . . . . . . . . . . . . . . . . . .        $ 645,509          $ 617,842
                                                              ==============     ==============
</TABLE>
Supplemental cash flow information:
      In January 1995, in connection with an acquisition, the Company assumed
liabilities of approximately $330,000.  Cash paid for interest was $2,135,034
and $1,936,706 for the nine month periods ended September 30, 1996 and 1995,
respectively.  Income tax payments, or refunds, were not significant for the
periods ended September 30, 1996 and 1995.


                See notes to consolidated financial statements

                                       6
<PAGE> 7

                     RIDDELL SPORTS INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of presentation

     The consolidated financial statements include the accounts of the Company
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 the Company's
consolidated financial position and the consolidated results of its operations
and cash flows at September 30, 1996 and 1995 and for the periods then ended. 
Certain information and footnote disclosures made in the last Annual Report on
Form 10-K have been condensed or omitted for these interim statements. 
Accordingly, these consolidated financial statements should be read in
conjunction with the December 31, 1995 Annual Report on Form 10-K.  Operating
results for the nine months ended September 30, 1996 are not necessarily
indicative of the results to be expected during the remainder of 1996.

     Tax expense for all periods presented herein was reduced by the benefit
of net operating loss carryforwards recognized during the periods.  The
recognition of these tax benefits had the effect of decreasing tax expense,
and increasing net income, for the three month periods ended September 30,
1996 and 1995 by approximately $340,000, or $0.04 per share, and $280,000, or
$0.03 per share, respectively, and for the nine month periods ended September
30, 1996 and 1995 by approximately $1,470,000, or $0.17 per share, and
$1,150,000, or $0.14 per share, respectively.

2.   Earnings per share

     Earnings per share are based on the weighted average number of
outstanding common shares and the assumed exercise of dilutive common stock
options and warrants less the number of treasury shares assumed to be
purchased from the proceeds of the assumed exercise.  The number of treasury
shares assumed to be purchased from the proceeds is based on the average
market price of the Company's common stock for the period in computing primary
earnings per share, and is based on the end of period market price of the
Company's common stock, if higher than the average market price, in computing
fully diluted earnings per share.  For the three and nine month periods ended
September 30, 1996, primary earnings per share were the same as fully diluted
earnings per share after rounding to the nearest cent.  For the periods ended
September 30, 1995 common stock options or warrants were not considered
dilutive.  The weighted average number of common and equivalent shares
outstanding were as follows:
                  Three Months Ended Sept. 30,  Nine Months Ended Sept. 30,
                  ---------------------------    -------------------------
                          1996        1995          1996         1995  
                       ---------   ---------     ---------    ---------
       Primary         8,568,263   8,067,985     8,547,515    8,067,985
       Fully diluted   8,633,947   8,067,985     8,616,392    8,067,985

3.   Inventories
      Inventories consist of the following:
                              September 30,         December 31,
                                   1996                 1995   
                               ----------           -----------
         Finished goods        $5,943,543            $4,904,058
         Work-in-process        3,714,714             4,043,217
         Raw materials          5,608,618             5,478,607
                               ----------           -----------
                              $15,266,875          $ 14,425,882
                              ===========          ============

                                       7
<PAGE> 8                 
                     RIDDELL SPORTS INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)





4.   Litigation matters and contingencies

     Recorded assets and liabilities 

     In regards to the product liability and other litigation matters and
contingencies discussed below, the Company has recorded certain liabilities
and, in some cases, receivables for insurance recoveries.  While these amounts
are discussed in the remaining sections of this note, a summary of these
amounts together with other items comprising the applicable balance sheet line
items is as follows:
<TABLE>
<CAPTIONS>
                                                           Other       Accrued liabilities    Other liabilities
                                                        Receivables         (Current)          (Non-Current)
                                                       -------------   ------------------     ---------------
<S>                                                    <C>               <C>                   <C>
September 30, 1996:
  Product liability matters:
     Future payments on settled cases                   $         -       $     1,200,000      $    1,750,000
     Insurance recoveries and liabilities 
       related to above                                            -                    -                  - 
     Reserves for pending and other contingencies                  -              800,000           3,800,000
                                                       -------------   ------------------     ---------------
        Totals for product liability matters                       -            2,000,000           5,550,000
  Provision for proposed settlement and other costs
     relating to fraudulent transfer litigation                                 1,700,000
  Other litigation contingency reserves                                           100,000
  Other (not related to litigation or contingencies)         190,002            2,887,515             598,004
                                                       -------------   ------------------     ---------------
                                                        $    190,002     $      6,687,515     $     6,148,004
                                                       =============   ==================     ===============
December 31, 1995:
  Product liability matters:
     Future payments on settled cases                   $         -       $     1,200,000      $    1,750,000
     Insurance recoveries and liabilities 
       related to above                                      250,000              600,000                  - 
     Reserves for pending and other contingencies                  -              900,000           4,200,000
                                                       -------------   ------------------     ---------------
        Totals for product liability matters                 250,000            2,700,000           5,950,000
  Provision for proposed settlement and other costs
     relating to fraudulent transfer litigation                                 1,900,000
  Other litigation contingency reserves                                           100,000
  Other (not related to litigation or contingencies)         108,769            4,881,548             655,206
                                                       -------------   ------------------     ---------------
                                                        $    358,769      $     9,581,548      $    6,605,206
                                                       =============   ==================     ===============
</TABLE>
         Product liability:

     At September 30, 1996, a subsidiary of the Company was a defendant in 11
product liability suits relating to personal injuries allegedly related to the
use of Riddell helmets.  The ultimate outcome of these claims, or potential
future claims, cannot presently be determined.  The Company estimates that the 





                                       8
<PAGE> 9                 
                        RIDDELL SPORTS INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)


uninsured portion of future costs and expenses related to these claims, and
incurred but not reported claims, will amount to $4,600,000 and, accordingly,
a reserve in this amount is included in the Consolidated Balance Sheet at
September 30, 1996 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.

     As more fully described in previous reports, the Company maintains
product liability insurance.  The Company recently expanded its existing
"occurrence based" product liability insurance policy.  The policy period has
been extended through December 2001.  The policy change also doubles the
coverage available under "excess" portions of the policy, increasing related
per claim limits from $10,000,000 to $20,000,000 and increasing each of two
different aggregate policy limits (applicable to claims arising in two
different time periods) from $10,000,000 to $20,000,000.  The excess coverages
remain limited to certain ratios of paid premiums until the premiums due over
the entire policy period have been paid.  However, this latter limitation can
be eliminated at any time by prepaying the future premiums due during the
remainder of the policy.  In light of recent claims experience and the
structure of the revised policy, the overall annual cost of coverage under the
policy is not anticipated to change materially from recent levels.


     MacGregor fraudulent transfer litigation:

     MacGregor Sporting Goods, Inc. (now known as M. Holdings, Inc.) ("Mac I")
filed for bankruptcy in March 1989.  In 1993, Mac I's Creditors' Committee and
the bankruptcy trustee of MGS Acquisition Inc. ("MGS") filed a complaint
against the Company seeking rescission of, and/or monetary damages in excess
of $28.5 million plus interest relating to, the Company's acquisitions in 1988
and 1989 of substantially all the assets of two of Mac I's former second-tier
subsidiaries (including the football helmet division, MacGregor trademark
licensing business, and the non-football uses of the Riddell trademark) (the
"Acquisition") for alleged failure to pay fair consideration at a time when
Mac I was insolvent or as a result of which Mac I became insolvent or
undercapitalized.

     By order in November, 1994, the complaint was dismissed as time-barred. 
The court ordered the appointment of a trustee in Mac I's bankruptcy, but did
not decide whether the trustee would be time-barred if it decided to take a
similar complaint against the Company.  In March 1995, the newly appointed
trustee in Mac I's bankruptcy, together with the bankruptcy trustee of MGS
(collectively the "Trustees") filed a similar complaint against the Company. 
Additionally, Innovative Promotions, Inc. and certain other purported
unsecured creditors of Mac I filed a complaint under state debtor and creditor
law against the Company making similar allegations and claims as the actions
described above, seeking rescission and/or damages in excess of $22 million. 
The Trustees intervened in the Innovative action as plaintiffs, purportedly to
preserve their rights in the event they lost their separate action.






                                       9
<PAGE> 10                
                     RIDDELL SPORTS INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)


     In April, 1996 the Company signed an agreement with the Trustees to
settle the "fraudulent transfer" litigations described above.  The proposed
settlement was subject to, among other things, approval by two bankruptcy
courts.  The proposed settlement had provided for a payment of approximately
$1.4 million by the Company.  However, in June 1996, in view of opposition
from the Creditors' Committee of Mac I, the Trustees withdrew a motion they
had filed to approve the proposed settlement of the actions against the
Company, and the proposed settlement agreement terminated.  In October 1996 a
former employee of the Company filed a counterclaim against the Company and
several subsidiaries in the Mac I bankruptcy, seeking indemnity and
contribution in an indeterminate amount from the Company in connection with a
suit by the Mac I trustee against such former employee.

     The Company had previously recorded a $1.9 million provision, as of
December 31, 1995, for the proposed settlement as well as anticipated costs
relating to the litigation.  The Company has charged certain litigation costs
against the liability reserve reducing the balance to $1,700,000 at September
30, 1996.  The Company has not otherwise adjusted the liability reserve for
these actions as a result of the termination of the settlement agreement, as
the balance remains within the potential range of costs of resolving the
litigation.  However, as discussed above, the plaintiffs in the actions are
seeking damages far in excess of this amount and, accordingly, there can be no
assurances that the matter will ultimately be resolved at an amount within the
reserve.  The reserve is reflected in the Consolidated Balance Sheets as part
of accrued liabilities at September 30, 1996 and December 31, 1995.  The
Company remains confident that the fraudulent transfer cases are without
merit, and intends to vigorously defend against them.  

     Other contingencies and litigation matters:

     In connection with the Company's suit against its former President,
Frederic Brooks, for alleged breaches of his consulting agreement and certain
other matters, Mr. Brooks filed counterclaims against the Company.  Mr. Brooks
alleges the Company breached its indemnification obligations to him as a
former officer and director of the Company in connection with the Company's
action against Mr. Brooks, a purported class action (now settled), an action
(now settled) against Mr. Brooks brought by certain stockholders of the
Company, and the action brought by the MacGregor Bankruptcy Trustee, and seeks
damages in excess of $1.85 million plus future attorneys' fees and interest. 
Mr. Brooks also seeks compensatory and punitive damages combined of at least
$15 million against the Company, two of its officers and directors and an
entity controlled by them for tortious interference with contract and
prospective advantage and prima facie tort.  Mr. Brooks has impleaded the
Company's "Riddell" footwear licensee for contribution for all damages that
may be assessed against him in the Company's suit against Mr. Brooks for
certain alleged breaches of his consulting agreement relating to, among other
things, alleged attempts to disparage and take control of the Company.  In
connection with a settlement of certain actions between the Company and its
"Riddell" footwear licensee in early 1994, the Company agreed to indemnify the
licensee and certain of its affiliates in the event they were so impleaded by
Mr. Brooks into the Company's suit against Mr. Brooks for breach of his
consulting agreement.  In March 1996, Mr. Brooks filed a motion for summary
judgement dismissing the claims against him and requesting consulting fees of
$587,230 plus interest under his consulting agreement (which the Company has
previously deposited in an escrow type account) and legal fees and the Company
filed a motion for partial summary judgement dismissing certain of Mr. Brook's
claims against it and its affiliates.  Mr. Brooks recently 




                                      10
<PAGE> 11                
                      RIDDELL SPORTS INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)


clarified that the relief sought in his motion for summary judgement included,
among other things, consulting fees with the Company s  Riddell  footwear
licensee exceeding $850,000 and attorney's fees exceeding $1.5 million through
April 1996, plus interest.  The summary judgement motions have not yet been
ruled upon.  The Company believes Mr. Brooks' claims against the Company are
without merit and intends to vigorously defend against them. 

     In 1993, certain subsidiaries and an officer of a subsidiary of the
Company were served with a complaint seeking compensatory and punitive damages
exceeding $10 million.  The complaint alleges violation of privacy, unfair
competition, trademark infringement, breach of contract and other claims in
connection with the Company's sale of umpire vests.  The action was dismissed
against the officer for lack of personal jurisdiction.  The Company believes
this case is without merit and intends to defend vigorously against it.

     In January 1995, the Company was named as a co-defendant in a complaint
which alleges wrongful death, failure to warn and other things surrounding the
death of a minor at one of the Company's facilities.  The minor was involved
in a fatal accident as he trespassed on the roof of the facility after hours. 
The complaint seeks unspecified monetary damages.  The Company believes that
it has meritorious defenses to this action and intends to vigorously defend
against it.  The defense of the matter has been assumed by the Company's
general liability insurance carrier, subject to a reservation of rights and
certain policy limits and deductibles.

     The Company cannot estimate the full extent of a potential range of loss
related to these litigation matters as their ultimate outcome cannot presently
be determined.

5.   Long Term Debt

     In early November 1996, the Company issued a new 4.10% Convertible
Subordinated Note due November 1, 2004 (the "Note") in the principal amount of
$7,500,000, as further described below.  A portion of the proceeds from this
issuance was used to repay the remaining $870,834 balance of a subordinated
term note, in the original amount of $2 million, due to a shareholder in
accordance with its terms.  Contemporaneously with the issuance of the Note
the Company amended its loan agreement with its senior lender to, among other
things, extend the term of its revolving line of credit from April 1997 to
April 1998, and to defer a $1,000,000 principal payment due on a term loan
from December 1996 to December 1998.

     The classification of certain long term debt between current and non-
current liabilities in the September 30, 1996 balance sheet has been adjusted
to reflect the subsequent events discussed above.  These adjustments include
the reclassification of the $870,834 principal balance of the subordinated
term note due to a shareholder as a current liability, the reclassification of
the $1,000,000 principal payment previously due in December 1996 as a non-
current liability, and the reclassification of a $20,000,000 portion of the
revolving line of credit (representing the annual low point in borrowing
limits under the line) as a non-current liability.


                                                            
                                      11
<PAGE> 12                
                        RIDDELL SPORTS INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)



     The Convertible Subordinated Note was issued on November 8, 1996 to
Silver Oak Capital, L.L.C., an affiliate of Angelo. Gordon & Co.  The note
bears interest at 4.1% and is due on November 1, 2004.  The Note is
convertible at $6.00 a share into 1,250,000 shares of the Company's Common
Stock (subject to antidilution adjustment), constituting 13.4% of the
outstanding shares of the Company's outstanding Common Stock after giving
effect to conversion of the Note but without regard to the exercise of any
outstanding options or warrants to buy the Company's Common Stock.  The
conversion price represents a 21.5% premium to the Company's October 30, 1996
closing price of $4 15/16.

     The Company must redeem 25% and 33.33% of the outstanding principal
amount of the Note on November 1, 2002, and November 1, 2003, respectively and
the remainder on November 1, 2004. 

     The holders of the Note may exercise an option (the "Change of Control
Option") to require the Company to purchase the Note at 101% of the principal
amount thereof under certain circumstances, generally including the
acquisition of at least 30% of the Company's then outstanding voting stock by
a person or group other than M.L.C. Partners Limited Partnership, a Delaware
limited partnership ("MLC") and affiliates thereof (which collectively
currently own in excess of 44% of the Company's outstanding stock) or the
occurrence of a merger or similar event in which the Company is not the
surviving entity, or a change in at least a majority of the members of the
Board of Directors.  If holders of over $100,000 principal amount of the Note
were to exercise this Change of Control Option, it would  result in an event
of default under the loan agreement for the Company s senior indebtedness.

     The payment of principal of and interest on the Note is subordinated in
right of payment to prior payment in full of Senior Indebtedness (as defined
in the Note Purchase Agreement) upon maturity of the Senior Indebtedness by
acceleration or otherwise, or any bankruptcy, dissolution or similar event of
the Company.  Senior Indebtedness is defined generally to include debt under
the Company's revolving line of credit and term loan payable to NBD Bank and
any refinancing, renewal or replacement thereof (regardless of the amount or
lender), certain acquisition debt and certain other debt.  In addition, the
Company has agreed not to incur any Indebtedness (as defined in the Note
Purchase Agreement) that is subordinated in right of payment to any
Indebtedness of the Company unless it is pari passu with or subordinate in
right of payment to the Note. 

     The Company's wholly-owned subsidiaries have guaranteed the Company's
payment obligations under the Note.  Such guaranty obligations are
subordinated in right of payment to any Senior Indebtedness of such subsidiary
to the same extent as the Note is subordinated to Senior Indebtedness of the
Company.  Each subsidiary has agreed not to incur any Indebtedness that is
subordinate in right of payment to any Indebtedness of the subsidiary unless
it is pari passu with or subordinate in right of payment to such subsidiary's
payment obligations under the guaranty. 

      The Company has agreed to register with the Securities and Exchange
Commission the Common Stock underlying the Note, and has indemnified the
holders of the Note in connection with any such registration.  The Company has
agreed to pay the fees and expenses relating to the registration of the Common
Stock, and certain other fees and expenses relating to the sale of the stock
(other then fees, commission and expenses of any underwriters).




                                      12
<PAGE> 13

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


RESULTS OF OPERATIONS:

     Operations for the third quarter of 1996 resulted in a 20% increase in
net income to $965,117, or $0.11 per share, over third quarter 1995 net income
of $802,640, or $0.10 per share.  For the nine month period ended September
30, 1996 net income increased 25% to $4,133,933, or $0.48 per share, compared
to net income of $3,303,575, or $0.41 per share, for the nine month period of
1995.  Due to recent increases in the market value of the Company's stock, per
share results for the first nine months of 1996 reflect the dilutive impact of
certain common stock options and warrants.  The dilutive options and warrants
represented approximately 500,000 net common stock equivalents during the
first nine months of 1996, whereas no options or warrants were considered
dilutive for purposes of computing earnings per share for the 1995 periods. 
As discussed in the Notes to Consolidated Financial Statements, 1996 and 1995
year to date earnings benefited from lower tax expense due to net operating
loss carryforwards recognized during the periods.

     The Company's overall profitability improvements are due to increased
sales volume across most of the Company's product lines which, combined with
favorable sales mix and operational efficiencies, have improved the Company's
gross margins.  These gains were partially offset by a decrease in royalties
from trademark licensing.  The impact of the volume and margin gains were also
offset in part by increased selling costs resulting from increased promotional
expenses and higher commissions.

     The effect of these factors are further described in the following
discussion of operating results by line item, together with other matters
having a significant effect on the Company's results of operations.


     Revenues

     Total revenues for the three months ended September 30, 1996 increased by
4% to $18,337,265, which compares with total revenues of $17,700,191 for the
three months ended September 30, 1995.  Total revenues for the nine month
period ended September 30, 1996 increased by 9% to $59,793,239 from
$55,022,750 for the nine months ended September 30, 1995.

     Net sales of the Company's sports products and services segment increased
by 5% for the third quarter of 1996 to $17,781,415 from $16,986,783 for the
three months ended September 30, 1995.  For the nine month period of 1996, net
sales of this segment increased 11% to $57,662,900 from $52,167,954 in the
comparable period of 1995.  The Company experienced sales gains in most of its
product lines, including year to date overall increases in sales of athletic
products, sports collectible products and reconditioning services.

     Sales of competitive athletic products increased approximately $2.0
million, or 9%, for the year to date period in comparison to the first nine
months of 1995, and for the third quarter of 1996 increased by $300,000, or
3%, in comparison to the year ago period.  The year to date sales of these
products, principally football helmets and shoulder pads sold to schools and
other institutions, reflects increased unit volume and selected price
increases to offset rising costs.  Unit volume increases have occurred as 






                                      13
<PAGE> 14

the Company gains experience under the recently implemented direct
distribution of its institutional products.  The Company is also benefiting
from other actions taken in recent periods to increase institutional sales. 
These actions, discussed in prior reports, include increases in the number of
salesmen calling on schools, more intensive sales training, incremental field
sales managers, new sales incentive programs, and the introduction of
additional athletic products.  These actions also included a new early
incentive program which encouraged early orders and deliveries, accelerating
some volume into the first quarter of the year, with the result that the third
quarter increase in sales of these products is lower than the year to date
rate of increase.  As discussed in prior reports, the Company also benefitted
from a seasonal increase in the volume of competitive youth products sold
earlier in the year.

      Sales of reconditioning services increased for the nine months period by
approximately 3%, or $500,000.  For the third quarter, sales of these services
were down $200,000 in comparison to 1995 levels, partially offsetting gains
achieved earlier in the year.  The year to date improvement was principally
due to moderate price increases.

     Sales of sports collectible products increased in the third quarter by
approximately 14%, or $750,000, and for the nine month period increased 25%,
or $3.0 million, compared to the nine months period of 1995.  This improvement
was due to increased volume in sales of the Company's line of miniature
helmets, including its new line of miniature hockey goalie helmets which the
Company started shipping in late 1995.  Sales of sports collectible products
have been the strongest area of growth for the Company over the past two
years, and these lines have become a significant part of the Company's
business.  The Company is continuing to maintain a high level of marketing
emphasis on the sports collectible business.

     Royalty income decreased by 22% to $555,850 for the three months ended
September 30, 1996 from $713,408 during the third quarter of 1995.  For the
nine months ended September 30, 1996 royalty income decreased by 25% to
$2,130,339 from $2,854,796 for the nine months ended September 30, 1995. 
These decreases were largely attributable to a decline in royalties from the
licensing of the Riddell trademark.  The Company anticipates that Riddell
licensing income will remain significantly below 1995 levels throughout 1996
for several reasons.  As discussed in prior reports, in October 1995, the
Company terminated a license for use of the Riddell trademark on certain
athletic equipment.  In connection with a restructuring of the business of its
apparel licensee, the Company agreed to reduce the minimum royalty due under
the license and replaced the prior agreement with a short term license.  And
finally, the Company's Riddell footwear licensee has filed for bankruptcy as
discussed in prior reports.  The footwear licensee must continue to comply
with the terms of the license, including payment of royalties; however, the
Company has agreed to allow the licensee to offset certain amounts, which
could exceed royalties otherwise due from the licensee through the middle of
1997.  Royalties from licensing of the MacGregor trademark rights remained
stable between the third quarter of 1996 and 1995 with an increase of under
1%.  MacGregor royalties decreased 9 %, or $200,000, for the nine month
period, due to a decrease in royalties from Kmart.


     Gross Profit

     Gross profit for the quarter ended September 30, 1996 increased $564,001,
or 7%, compared to the quarter ended September 30, 1995.  For the nine month
period ended September 30, 1996 gross profits increased $2,799,253, or 11%,
over the comparable period of 1995.  The increases in gross profits were
related to sales of sports products and services, further discussed below. 
These increases 

                                      14
<PAGE> 15

were offset in part by the year-to-date decreases in royalty income from
trademark licensing discussed above.  While trademark licensing does have
certain costs included in selling, general, and administrative expenses, there
are no related costs which are deducted in arriving at gross profit. 
Accordingly, each incremental dollar of royalty income results in a dollar
increase in gross profit.  

     Gross profit attributable to sports products and services for the quarter
ended September 30, 1996 increased $721,559, or 10%, compared to the
comparable quarter of 1995.  For the nine month period ended September 30,
1996 gross profits for this segment increased $3,523,710, or 15%, over the
comparable period of 1995.  Gross profit margin rates for the sports products
and services segment increased to 43.2% of sales for the third quarter from
41.0% of sales for the third quarter of 1995.  For the nine month period gross
profit margin rates increased to 45.7% of sales in 1996 compared to 43.7% of
sales in the comparable 1995 period.  The increase in gross margin dollars is
principally due to the sales increases discussed above.  Other factors
contributing to the improvement in gross margins were changes in the sales
mix, manufacturing efficiencies due to higher volumes and selective price
increases taken to offset rising costs.


     Selling, General and Administrative Expenses

     Selling, general and administrative expenses increased $411,499 or 8%
over 1995 levels for the third quarter.  For the nine month period ended
September 30, 1996 these expenses increased $1,942,956 or 11% over comparable
1995 levels.  The increases are attributable to higher levels of selling,
marketing and promotional expenses relating to the Company's sales of
competitive athletic products sold to schools and other institutions.  These
selling expense increases were incurred in taking certain actions to increase
sales of competitive athletic products as discussed above under Revenues. 
General and administrative expenses showed a modest decline between the
periods.


     Interest Expense

     Interest expense has remained stable between the periods with a decrease
of 2% for the third quarter, and 1% for the nine month period, in comparison
to the comparable 1995 periods.  This reflects a decline in the prime rate
which was offset in part by increases in average indebtedness related to the
level of the Company's business volume.


CAPITAL RESOURCES AND CHANGES IN FINANCIAL CONDITION:

     The Company sells a portion of its competitive football products and
reconditioning services on dated payment terms with payments from customers
(primarily high schools and colleges in these cases) generally due the
following July to October period.  Accordingly, trade receivables increase
throughout the year as sales are made on these dated payment terms.  The
increase in trade receivables continues throughout an annual cycle until
reduced at the end of the cycle as the dated receivables become due.  In order
to finance the resulting large receivable levels, the Company maintains a
revolving line of credit.  The outstanding balance on the revolving line of
credit generally follows the seasonal receivable cycle described above,
increasing as the level of receivables increase until the fall of each year
when collections of the dated receivables are used to reduce the outstanding
balance on the line.  The Company's current borrowing limits under the line of
credit discussed above fluctuate throughout the year from a low of 


                                      15
<PAGE> 16

$20,000,000 to a high of $31,750,000 at predetermined points in time.  The
liability under the line is reflected on the Consolidated Balance Sheets as
part of long-term debt, with the balance in excess of the annual borrowing
limit low of $20,000,000 included in the current portion of long-term debt.

     Operations during recent years have resulted in periods of increased
working capital demands due to volume growth in certain product lines and
other changes in the Company's business.  In early November 1996 the Company
completed certain financing matters which will provide increased capital to
finance the Company s working capital requirements anticipated over the next
year.  The financing matters completed included (1) a one year extension of
the maturity date of the Company's revolving line of credit from April 1997 to
April 1998; (2) a deferral of a $1,000,000 principal payment on term notes
from December 1996 to December 1998; (3) the sale of a new $7,500,000
principal amount 4.10% Convertible Subordinated Note, convertible into 1.25
million shares of the Company's common stock.  The terms of the Note are more
fully described in Note 5 of Notes to Consolidated Financial Statements.  A
portion of the proceeds of the Subordinated Convertible Note were used to
redeem the $870,834 remaining unpaid balance of a promissory note payable to
MLC, a shareholder and affiliate of the Company s Chairman and certain other
directors and another officer, in accordance with its terms.  The remaining
proceeds, after expenses of approximately $1 million (including expenses
relating to the senior debt extensions and other related matters), will be
used for working capital needs and general corporate purposes.  The Company
remains in discussion with its senior lender regarding additional changes to
its loan agreement, including an additional three year extension of its
revolving line of credit, but there can be no assurances that such an
extension will be granted.


                                      16
<PAGE> 17

Part II.    OTHER INFORMATION

Item 1.   Legal Proceedings


Mac I Fraudulent Transfer Action and State Law Debtor and Creditor Claim

     Mac I had filed for bankruptcy protection in March 1989 in the United
States Bankruptcy Court in New Jersey.  Mac I, its Creditors' Committee and
the bankruptcy trustee of MGS jointly brought an action against the Company,
its principal lender, NBD Bank and others in the New Jersey Bankruptcy Court
(OFFICIAL UNSECURED CREDITORS' COMMITTEE OF MACGREGOR SPORTING GOODS, INC. V.
RIDDELL SPORTS INC., No. 93-2214 (RG) (Bankr. D.N.J.)).  By order dated
November 3, 1994 the court dismissed this complaint as time-barred.  The court
also appointed a trustee in the bankruptcy of Mac I, but did not decide
whether the trustee would be time-barred if it decided to bring a similar
action against the Company and its lender.  Plaintiffs in the action had
sought monetary damages and/or the rescission of the Acquisitions for, among
other things, alleged failure to pay fair consideration at a time when Mac I
was insolvent or as a result of which Mac I became insolvent or
undercapitalized.  The monetary damages alleged in connection with the
Acquisitions exceeded $28.5 million.  In addition to seeking monetary damages
and\or rescission from the Company, the complaint sought to void the liens of
NBD Bank in the property at issue.

     After the above action was dismissed, the Trustees commenced a
substantially similar action against the Company in March of 1995 entitled,
BRUCE LEVITT, BANKRUPTCY TRUSTEE FOR MACGREGOR SPORTING GOODS, INC., NOW KNOWN
AS M. HOLDINGS, INC., PAUL SWANSON, BANKRUPTCY TRUSTEE FOR MGS ACQUISITION,
INC. V. RIDDELL SPORTS INC., et al, No. 95-2261 (RG) (Bankr. D.N.J.) in the
Chapter 11 bankruptcy case of Mac I (the "Levitt Action").  The complaint
seeks monetary damages in an unspecified amount plus interest and\or
rescission in connection with the Company's Acquisitions on the grounds, among
others, that the Company allegedly failed to pay fair consideration at a time
when Mac I was insolvent and\or undercapitalized.  In addition to seeking
monetary damages and\or rescission from the Company, the complaint seeks to
void the liens of NBD Bank in the property at issue.  The complaint also seeks
damages against the Board of Directors of Mac I including Frederic H. Brooks
("Brooks"), a former President of the Company, for breaches of fiduciary
duties to Mac I for failing to obtain fair consideration in connection with
these transactions.

     Additionally, Innovative Promotions, Inc. and certain other purported
unsecured creditors of Mac I initiated a state law debtor and creditor action
against the Company which is now pending in the New Jersey Bankruptcy Court
(INNOVATIVE PROMOTIONS, INC. ET AL. V. RIDDELL SPORTS INC. ET AL. (IN RE
MACGREGOR SPORTING GOODS, INC.), Adv. Proc. No. 94-2656(RG) in the Chapter 11
bankruptcy case of Mac I (the "Innovative Action").  The plaintiffs in the
Innovative action seek rescission of, and/or monetary damages in excess of $22
million exclusive of interest relating to the Company's Acquisitions for
alleged failure to pay fair consideration at a time when Mac I was insolvent,
or as a result of which Mac I became insolvent or undercapitalized. 
Plaintiffs also seek judgments voiding the liens of NBD Bank with respect to
the assets.  In June 1995, the Trustees in the Levitt Action (the "Trustees")
intervened as plaintiffs in the Innovative action purportedly to preserve
their rights in the event they lost the Levitt Action. 

     In April 1996 the Company entered into a settlement agreement with the
Trustees requiring the Company to pay an aggregate of $1.4 million and
releasing the Company and other defendants from all 



                                      17
<PAGE> 18

claims and liabilities in the litigations.  The settlement was subject to,
among other things, approval of two bankruptcy courts.  On June 24, 1996 the
Trustees withdrew their motion to approve the settlement agreement in light of
a Plan of Reorganization of Mac I submitted by the Mac I Creditors' Committee
in opposition to the settlement agreement.  The Company notified the Trustees
that their actions breached, and caused termination of, the proposed
settlement agreement.  The Creditors' Committee's Plan of Reorganization is
subject to acceptance by the creditors and court approval.

     The Company has answered this complaint in both the Levitt Action and the
INNOVATIVE Action, remains confident that the fraudulent transfer cases are
without merit and intends to vigorously defend against them.

     On October 31, 1996 in the Levitt Action, Brooks filled an answer and
counterclaim against the estate of Mac I and a cross-claim against the other
defendants in the Levitt Action, including the Company and several of its
subsidiaries.  The cross-claim against the Company and such subsidiaries seeks
indemnification and contribution under state law, the Company's Bylaws and
Brooks  employment agreements with the Company in an indeterminate amount. 
The Company believes these cross-claims are without merit and intends to
vigorously defend against them.


Employee Litigation

     In connection with the Company's suit against its former President,
Brooks, for alleged breaches of his consulting agreement and certain other
matters, Brooks filed counterclaims against the Company and two of its
officers and directors.  The action is captioned, RIDDELL SPORTS INC. V.
FREDERIC H. BROOKS, (D.C., SDNY), 92 Civ. 7851 (JGK).  Brooks generally
alleges the Company breached its indemnification obligations to him as a
former officer and director of the Company and seeks damages in excess of
$1.85 million, plus future attorneys fees and interest.  Brooks also seeks
compensatory and punitive damages combined of at least $15 million against the
Company, two of its officers and directors and an entity controlled by them. 

      Brooks' counterclaims originally alleged claims for breach of contract,
declaratory relief, tortious interference with contract and prospective
advantage (including in connection with the Company's "Riddell" footwear
licensee), injurious falsehood, prima facie tort and abuse of process.  On
January 5, 1995, the Court dismissed Brooks' claims for injurious falsehood
and abuse of process with prejudice and dismissed Brooks' tortious
interference with prospective advantage and prima facie tort claims without
prejudice.  On February 3, 1995, Brooks amended his counterclaims to reassert
claims for tortious interference with prospective advantage and prima facie
tort.  In connection with a settlement of certain actions between the Company
and its "Riddell" footwear licensee, the Company agreed to indemnify the
licensee and certain of its affiliates in the event they are impleaded by
Brooks into the Company's suit against Brooks for breach of his consulting
agreement;  Brooks has impleaded the Company's "Riddell" footwear licensee and
other affiliates of the footwear licensee for indemnification for all damages
that may be assessed against him in the Company's suit against Brooks for
certain alleged breaches of his consulting agreement relating to among other
things alleged attempts to disparage and take control of the Company and to
Brooks' alleged cooperation with the Unsecured Creditors' Committee of
MacGregor. In March 1996, Brooks filed a motion for summary judgment
dismissing the claims against him and requesting consulting fees of $580,000
under his consulting agreement (for which the Company has previously
established a reserve), and the Company filed a motion for partial summary
judgment dismissing certain of Brooks  claims against it and its affiliates. 
Brooks recently clarified that the relief 


                                      18
<PAGE> 19

he was seeking in his motion for summary judgement included, among other
things, consulting fees pursuant to Brooks' consulting agreement with the
Company's "Riddell" footwear licensee in an amount exceeding $850,000,
attorney's fees and expenses of approximately $1,500,000 incurred through
April 30, 1996 in connection with Brooks' counterclaims, plus interest on all
such amounts.  

     The Company believes Brooks' remaining claims against the Company for
breach of contract, tortious interference with contract, tortious interference
with prospective advantage and prima facie tort  are without merit and intends
to vigorously defend against them.


Other

     The Company is also a defendant in certain product liability proceedings. 
See Note 4 of "Notes to Consolidated Financial Statements".

     The Company is also a defendant in certain other litigation described in
Item 3 of its Form 10-K for the year ended December 31, 1995 and Part II, Item
1 of its Form 10-Q for the quarter ended March 31, 1996 and June 30, 1996.




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



                                      19
<PAGE> 20

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibit index:

     3.(i)     Amended and Restated Articles of Incorporation of Riddell
               Sports Inc.


     10.1      Fourteenth Amendment to the Company's Amended Revolving Credit
               and Loan Agreement dated as of November 8, 1996 among NBD Bank,
               as Lender, Riddell, Inc., Equilink Licensing Corporation and
               RHC Licensing Corporation, as Borrowers, and Riddell Sports
               Inc., All American Sports Corporation, Ridmark Corporation,
               Proacq Corp. and SharCo Corporation., as guarantors, as amended


     10.2      Note Purchase Agreement dated October 30, 1996 between Riddell
               Sports Inc. and Silver Oak Capital, L. L. C.


     10.3      Subordinated Guaranty dated November 8, 1996 among Riddell,
               Inc., Equilink Licensing Corporation, and RHC Licensing
               Corporation, All American Sports Corporation, Ridmark
               Corporation, Proacq Corp. and SharCo Corporation.


     10.4      Registration Rights Agreement dated November 8, between Riddell
               Sports Inc. and Silver Oak Capital L.L.C.


     11        Computation of Earnings Per Share


     27        Financial Data Schedule (submitted in electronic form
               to SEC only)


    (b)   Reports on Form 8-K
          None


                                      20
<PAGE> 21



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:     November 12, 1996        By    DAVID MAUER
                                          ----------------------
                                             David Mauer
                                             Chief Executive Officer




     Date:     November 12, 1996        By   LAWRENCE F. SIMON
                                           ----------------------
                                             Lawrence F. Simon
                                             Senior Vice President 
                                             (Principal Accounting Officer)Q


                                    21