<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 MARCH 31, 1999

                        Commission file number: 0-19298

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

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

          50 East 42nd Street, Suite 1808, New York, New York, 10017
             (Address of principal executive offices)  (Zip code)

                                (212) 808-5400
             (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.
                  9,258,957 Common Shares as of May 14, 1999


                                       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:
             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  . . . . . .  10

   Part II.   Other Information:
     Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . .  15
     Item 2.  Changes in Securities . . . . . . . . . . . . . . . . . . .  15
     Item 3.  Defaults upon Senior Securities . . . . . . . . . . . . . .  15
     Item 4.  Submission of Matters to a Vote of Security Holders . . . .  15
     Item 5.  Other Information . . . . . . . . . . . . . . . . . . . . .  15
     Item 6.  Exhibits and Reports on Form 8-K  . . . . . . . . . . . . .  15
   Signatures     . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16


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 Note 6 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 the Company's determination of product liability
reserves and tax estimates, the seasonal patterns of working capital, revenue
and operating results in its business and estimated cost and timing of Year
2000 problems and possible risks related thereto.  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 the Company's products and the Company'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 the Company's ability to
successfully implement these; (v) the outcome of pending product liability
claims and potential future claims; (vi) the Company's ability to accurately
assess and successfully remedy Year 2000 issues within time frame anticipated
by management and at the estimated cost; (vii) the ability of third parties
with whom the Company has material relationships to remedy their Year 2000
issues on a timely basis; (viii) the Company's ability to estimate tax charges
and benefits; and (ix) changes in interest rates and general economic
conditions.  The Company does not intend to update these forward looking
statements.


                                       2


<PAGE> 3

Part 1.    FINANCIAL INFORMATION; Item 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                RIDDELL SPORTS INC. AND SUBSIDIARIES
                                                CONDENSED CONSOLIDATED BALANCE SHEETS
                                                             (Unaudited)
                                                           (In thousands)

                                                                               March 31,      December 31,
                                                                                 1999             1998    
                                                                              ------------     ------------
<S>                                                                          <C>              <C>
                                                               ASSETS 
Current assets:
  Cash      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          $ 1,263          $ 1,752
  Accounts receivable, trade, less allowance for doubtful 
    accounts ($1,227 and $1,302 respectively) (Note 3)  . . . . . . . . .           31,223           28,016
  Inventories (Note 4)  . . . . . . . . . . . . . . . . . . . . . . . . .           34,894           28,763
  Prepaid expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . .            7,012            6,493
  Other receivables   . . . . . . . . . . . . . . . . . . . . . . . . . .            1,499            1,644
  Deferred taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . .            1,253            1,253
                                                                              ------------     ------------
    Total current assets  . . . . . . . . . . . . . . . . . . . . . . . .           77,144           67,921
Property, plant and equipment, less accumulated 
  depreciation ($7,833 and $7,213 respectively)   . . . . . . . . . . . .            7,977            7,871
Intangibles and deferred charges, less accumulated
  amortization ($14,858 and $17,318 respectively)   . . . . . . . . . . .          108,154          108,735
Other assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            2,534            1,684
                                                                              ------------     ------------
                                                                                 $ 195,809        $ 186,211
                                                                              ============     ============

                                                LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable  . . . . . . . . . . . . . . . . . . . . . . . . . . .         $ 11,620         $ 12,744
  Accrued liabilities   . . . . . . . . . . . . . . . . . . . . . . . . .            8,033           11,253
  Customer deposits   . . . . . . . . . . . . . . . . . . . . . . . . . .            3,460            5,961
                                                                              ------------     ------------
           Total current liabilities  . . . . . . . . . . . . . . . . . .           23,113           29,958
Long-term debt  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          149,700          126,900
Deferred taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              348              348
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .            3,554            3,554
Contingent liabilities (Note 6) . . . . . . . . . . . . . . . . . . . . .               -                 -

Stockholders' equity
  Preferred stock   . . . . . . . . . . . . . . . . . . . . . . . . . . .                -                -
  Common stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               93               93
  Additional paid in capital  . . . . . . . . . . . . . . . . . . . . . .           36,849           36,849
  Accumulated deficit   . . . . . . . . . . . . . . . . . . . . . . . . .          (17,848)         (11,491)
                                                                              ------------     ------------
                                                                                    19,094           25,451
                                                                              ------------     ------------
                                                                                 $ 195,809        $ 186,211
                                                                              ============     ============

                                      See notes to condensed consolidated financial statements.
</TABLE>

                                                                 3


<PAGE> 4


<TABLE>
<CAPTION>
                                                RIDDELL SPORTS INC. AND SUBSIDIARIES
                                           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                             (Unaudited)
                                              (In thousands, except per share amounts)

                                                                            
                                                                    Three Months Ended 
                                                                         March 31,             
                                                                ------------------------------
                                                                   1999               1998     
                                                               --------------      ------------
<S>                                                            <C>                 <C>
Net revenues:
    Net sales, products and reconditioning  . . . . . . . .          $23,813            $21,827
    Camps and events  . . . . . . . . . . . . . . . . . . .           10,133              8,623
    Royalty income  . . . . . . . . . . . . . . . . . . . .              313                529
                                                               --------------      ------------
                                                                      34,259             30,979
                                                               --------------      ------------
Cost of revenues :
    Products and reconditioning . . . . . . . . . . . . . .           14,104             13,429
    Camps and events  . . . . . . . . . . . . . . . . . . .            6,382              5,581
                                                              --------------       ------------
                                                                      20,486             19,010
                                                              --------------       ------------
Gross profit  . . . . . . . . . . . . . . . . . . . . . . .           13,773             11,969
Selling, general and administrative expenses  . . . . . . .           16,482             15,718
                                                              --------------       ------------
Loss from operations  . . . . . . . . . . . . . . . . . . .           (2,709)            (3,749)
Interest expense  . . . . . . . . . . . . . . . . . . . . .            3,648              3,360
                                                              --------------       ------------
Loss before taxes . . . . . . . . . . . . . . . . . . . . .           (6,357)            (7,109)
Income tax benefit  . . . . . . . . . . . . . . . . . . . .               -              (3,700)
                                                              --------------       ------------
Net loss    . . . . . . . . . . . . . . . . . . . . . . . .         ($ 6,357)          ($ 3,409)
                                                              ==============       ============

Net loss per share, basic and diluted   . . . . . . . . . .           ($0.69)            ($0.37)

Weighted average number of common and common
  equivalent shares outstanding, basic and diluted  . . . .            9,259              9,105



                                      See notes to condensed consolidated financial statements.
</TABLE>

                                                                 4


<PAGE> 5

<TABLE>
<CAPTION>
                                                RIDDELL SPORTS INC. AND SUBSIDIARIES
                                      CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                             (Unaudited)
                                                           (In thousands)


                                                                                   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, 1998:
  Balance, January 1, 1998  . . . .      9,079      $  91         $  36,386       ($  4,352)        $  32,125
    Issuance of common stock upon
       exercise of stock options  .         17         -                 45              -                 45
    Stock issued to employees   . .         27         -                128              -                128
    Net loss for the period   . . .         -          -                 -           (3,409)           (3,409)
                                    ----------   ---------     ------------    ------------    --------------
  Balance, March 31, 1998   . . . .      9,123      $  91         $  36,559        ($7 ,761)        $  28,889
                                    ==========   =========     ============    ============    ==============


For the three months ended March 31, 1999:
  Balance, January 1, 1999    . . .      9,259       $ 93         $  36,849       ($ 11,491)        $  25,451
    Net loss for the period   . . .         -          -                 -           (6,357)           (6,357)
                                    ----------   ---------     ------------    ------------    --------------
  Balance, March 31, 1999   . . . .      9,259      $  93         $  36,849        ($17,848)         $19 ,094
                                    ==========   =========     ============    ============    ==============


                                      See notes to condensed consolidated financial statements.
</TABLE>


                                                                 5


<PAGE> 6

<TABLE>
<CAPTION>
                                                RIDDELL SPORTS INC. AND SUBSIDIARIES
                                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                             (Unaudited)
                                                           (In thousands)

                                                                            
                                                                     Three Months Ended
                                                                         March 31,             
                                                                -------------------------------
                                                                     1999               1998     
                                                                --------------      ------------
<S>                                                             <C>                 <C>
Cash flows from operating activities:
    Net loss  . . . . . . . . . . . . . . . . . . . . . . .          ($6,357)           ($3,409)
    Adjustments to reconcile net loss to net 
     cash used in operating activities:
      Depreciation and amortization:
        Amortization of debt issue costs  . . . . . . . . .              201                203
        Other depreciation and amortization   . . . . . . .            1,419              1,330
      Provision for losses on accounts receivable . . . . .              373                194
      Deferred taxes  . . . . . . . . . . . . . . . . . . .               -              (3,700)
      Changes in assets and liabilities:
        (Increase) decrease in:
          Accounts receivable, trade  . . . . . . . . . . .           (3,580)            (2,762)
          Inventories   . . . . . . . . . . . . . . . . . .           (6,131)            (2,526)
          Prepaid expenses  . . . . . . . . . . . . . . . .             (519)              (662)
          Other receivables   . . . . . . . . . . . . . . .              145                (66)
          Other assets  . . . . . . . . . . . . . . . . . .             (850)               (41)
        Increase (decrease) in:
          Accounts payable  . . . . . . . . . . . . . . . .           (1,124)               550
          Accrued liabilities   . . . . . . . . . . . . . .           (3,220)            (4,105)
          Customer deposits   . . . . . . . . . . . . . . .           (2,501)            (1,785)
                                                              --------------       ------------
              Net cash used in operating activities . . . .          (22,144)           (16,779)
                                                              --------------       ------------
Cash flows from investing activities:
    Capital expenditures  . . . . . . . . . . . . . . . . .             (726)              (552)
    Other   . . . . . . . . . . . . . . . . . . . . . . . .             (419)                 -
                                                              --------------       ------------
              Net cash used in investing activities . . . .           (1,145)              (552)
                                                              --------------       ------------
Cash flows from financing activities:
    Net borrowings under line-of-credit agreement   . . . .           22,800             17,200
    Proceeds from issuance of common stock  . . . . . . . .                -                 45
                                                              --------------       ------------
              Net cash provided by financing activities . .           22,800             17,245
                                                              --------------       ------------
Net increase (decrease) in cash   . . . . . . . . . . . . .             (489)               (86)
Cash, beginning . . . . . . . . . . . . . . . . . . . . . .            1,752              1,011
                                                              --------------       ------------
Cash, ending  . . . . . . . . . . . . . . . . . . . . . . .           $1,263               $925
                                                              ==============       ============

                                      See notes to condensed consolidated financial statements.
</TABLE>

                                                                 6


<PAGE> 7

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


1.   Basis of presentation

     The condensed 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 March 31, 1999 and
1998 and for the periods then ended.  Certain information and footnote
disclosures made in the Company'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
the Annual Report on Form 10-K for the year ended December 31, 1998 (the
"Annual Report on Form 10-K").  Operating results for the three months ended
March 31, 1999 are not necessarily indicative of the results to be expected
during the remainder of 1999.


2.   Earnings per share

     The Company's net loss per share amounts have been computed by dividing
its net loss by the weighted average number of outstanding common shares.
Diluted earnings per share for the three month periods ended March 31, 1999
and 1998 is equal to basic earnings per share as both periods had a net loss. 
Potentially dilutive securities, which include convertible debt, Common Stock
options and warrants, were not dilutive due to the net losses incurred.


3.   Receivables

     Accounts receivable include unbilled shipments of approximately
$1,504,000 and $1,678,000 at March 31, 1999 and December 31, 1998,
respectively.   It is the Company'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,
                                   1999         1998   
                                ---------     ---------
         Finished goods          $ 22,972     $  16,584
         Work-in-process            3,032         2,769
         Raw materials              8,890         9,410
                                ---------     ---------
                                 $ 34,894      $ 28,763
                                =========     =========


                                       7


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

5.   Long Term Debt 

     In April 1999, the Company entered into a revised credit facility with
Bank of America National Trust and Savings Association.  The revised credit
facility replaces the Company's $35 million credit facility with NationsBank
(an affiliate of Bank of America ) and NBD Bank.  The revised credit facility
consists of a line of credit in a principal amount not to exceed $48 million,
expiring at the end of December 2003.  Draws under the line of credit are
limited under the terms of the related loan agreement to a percentage of
certain receivables and inventory.  The outstanding balance of the line
accrues interest at a rate of LIBOR plus a margin of 2.25% on draws so
designated by the Company, payable at the end of the applicable interest
period but not less frequently than quarterly, and on other draws, payable
monthly,  at the higher of the bank's prime rate plus a margin of 0.75% or the
Federal Funds rate plus 1.25%.  The credit facility also calls for an unused
line fee equal to an annual rate of 0.375% applied to the amount by which the
lesser of $40 million and the then maximum revolving amount exceeds the
average daily balance of outstanding borrowings under the line.  After
December 31, 1999 the margin of the interest rate over the related rates is
subject to quarterly adjustment dependent on certain financial ratios.  The
interest rate margin can vary between 1.75% and 2.75% over LIBOR, 0.25% to
1.25% over the prime rate and  0.75% and 1.75% over the Federal Funds rate. 
The credit facility agreement contains certain covenants which, among other
things, require the Company to meet certain ratio and net worth tests,
restrict the level of additional indebtedness the Company may incur, limit
payments of dividends, restrict the sale of assets and limit investments the
Company may make.  The credit facility also requires repayment of the
principal amount upon the occurrence of certain changes in the control of the
Company.  The Company has pledged essentially all of its tangible assets as
collateral for the credit facility.



6.   Litigation matters and contingencies

     At March 31, 1999, the Company was a defendant in 3 product liability
suits relating to personal injuries allegedly related to the use of helmets
manufactured or reconditioned by subsidiaries of the Company.  The Company
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
$3,900,000, and accordingly, a reserve in this amount is included in the
Condensed Consolidated Balance Sheet at March 31, 1999 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, the ultimate outcome of these claims, or potential future claims,
cannot presently be determined and 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.

                                       8


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

7.   Supplemental cash flow information

     Cash paid for interest was $6,359,000 and $7,014,000 for the three month
periods ended March 31, 1999 and 1998, respectively.  Income tax payments, or
refunds, were not significant for the three periods ended March 31, 1999 and
1998.

     During the three month period ended March 31, 1998 the Company issued
shares of its Common Stock, valued at $128,000 based on quoted market values
at the time of grant, to certain employees as consideration for compensation
included in accrued liabilities at December 31, 1997.


8.    Segment information:

     Net revenues and income or loss from operations for the Company's three
reportable segments are as follows:
                                                   
                                    Three Months Ended 
                                        March 31,      
                                    --------------------
                                      1999       1998  
                                     --------   --------
                                      (In thousands)
Net revenues:
 Institutional products 
   and services                      $30,357    $27,153
 Retail products                       3,589      3,297
 Trademark Licensing                     313        529
                                     --------   --------
     Consolidated total              $34,259    $30,979
                                     ========   ========

Income (loss) from operations:
 Institutional products 
   and services                     ($ 2,042)  ($ 2,936)
 Retail products                          47       (364)
 Trademark Licensing                     141        304
 Corporate and unallocated expenses     (855)      (753)
                                     --------   --------
     Consolidated total             ($ 2,709)  ($ 3,749)
                                     ========   ========


                                       9


<PAGE> 10

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 periods ended March 31, 1999 and 1998
resulted in net losses.  The increase in the amount of the loss for the first
quarter of 1999 was due to a difference in income taxes between the periods. 
While the results for the first quarter of 1998 included a tax benefit accrued
for the period, no income tax benefit or expense was recorded for the first
quarter of 1999.

     Operating results before interest and taxes for the first quarter of 1999
improved by $1.0 million or 28% from an operating loss of $3.7 for the first
quarter of 1998 to an operating loss of $2.7 million for the first quarter of
1999.  The improvement was due to increased revenues, higher gross margin
rates and the impact of cost cutting measures implemented late in 1998.  The
improvement reversed a recent trend in which the Company has experienced
increasingly larger first quarter losses, as the Company incurs relatively
high levels of marketing and other costs in preparation of the upcoming
selling season.  The loss in the first quarter of 1999 was anticipated and is
consistent with the seasonality of the Company's business.  In recent years,
operations have been most profitable in the second and third quarters, with
the third quarter typically the strongest, and losses have been incurred in
the first and fourth quarters.  Factors influencing this seasonal pattern were
discussed in the Company's last Annual Report on Form 10-K.


     Revenues

     Revenues for the three month period ended March 31, 1999 increased $3.3
million, or 11%, to $34.3 million in comparison to revenues of $31.0 million
for the first quarter of 1998.

     Most of the revenue gains came from the Company's institutional segment
where revenues increased 12%, or $3.2 million, to $30.4 million for the first
quarter of 1999 from $27.2 million for the first quarter of 1998.  While all
institutional product lines showed increases over the year ago period, camp
and event revenues showed the largest increases as a result of increased
attendance at special events.  The Company's revenues also increased as a
result of the first sales of its new line of Umbro branded soccer products for
the team channel.

     Revenues from the retail segment increased 9%, or $0.3 million, to $3.6
million for the three months ended March 31, 1999 from $3.3 million in the
first quarter of 1998.  The increase was principally due to increased volume
of authentic licensed football helmets sold to retailers of sports
collectibles. 

     Revenue from trademark licensing declined to $0.3 million in the first
quarter of 1999 from $0.5 million for the first quarter of 1998.  The decline
was anticipated and was due to the expiration of certain licenses.


                                      10


<PAGE> 11

     Gross Profit

     Gross profit for the three months ended March 31, 1999 increased to $13.8
million, a 15% increase over gross profit of $12.0 million for the three
months ended March 31, 1998.  Gross margins increased as a percentage of sales
to 40.2% for the first quarter of 1999 from 38.6% for the first quarter of
1998.  Margin rates improved as certain actions taken at the end of 1998
included steps which reduced first quarter overhead costs.  The Company also
benefitted from modest price increases.  These improvements in margin rates
were offset in part by a change in product mix as most of the Company's first
quarter revenue growth occurred in product lines which have margin rates below
the Company's overall average.  Additionally, sales of the Company's new line
of Umbro branded soccer products carried below average margin rates during the
quarter due to start up expenses.


     Selling, General and Administrative Expenses

     Selling, general and administrative expenses declined as a percentage of
revenues from 50.7% of revenues in the first quarter of 1998 to 48.1% of
revenues for the three months ended March 31, 1999. The improvement is
principally the result of cost cutting measures implemented at the end of 1998
and improved efficiencies resulting from the increase in revenues for the
quarter.


     Interest Expense

     Interest expense for the first quarter of 1999 increased by $0.2 million
to $3.6 million, a 9% increase over interest expense of $3.4 million for the
first quarter of 1998.  The increase is attributable to an increase in average
indebtedness which was principally due to increased working capital demands
related to the Company's new line of Umbro branded soccer products and volume
growth in other product lines.  Also, indebtedness at the beginning of 1999
was greater than at the beginning of 1998 due to calendar 1998 operations and
investment activities.


     Income Taxes

     First quarter 1999 operating results included no income tax expense or
credit while operations for the first quarter of 1998 included an income tax
credit of $3.7 million which reduced that quarter's net loss by over 50%. 
Ultimately, results for the 1998 fiscal year were a net loss and no tax
benefit was recognized for the year.  No tax credit has been recorded for the
first quarter of 1999 given the Company's existing net operating loss
carryforwards.


Liquidity and Capital Resources 

     Several factors affect the seasonality of the Company's working capital
needs.  A significant portion of the products in the Company's Institutional
segment are sold throughout the year on dated payment terms, with related
receivables becoming due during the following July to October period when the
school year begins.  The Company incurs costs relating to its camp business
from the fourth quarter and into the second quarter as it prepares for the
upcoming camp season, while most revenue relating to camps is collected 
in the June to 

                                      11


<PAGE> 12

August period.  Additionally, the Company's debt structure impacts the
seasonality of its working capital demands as the semiannual interest payments
on its $115 million of 10.5% Senior Notes come due each January and July.

       To finance these seasonal working capital demands, the Company
maintains a credit facility consisting 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 third
quarter and into the fourth quarter each year as collections are used to
reduce the outstanding balance.   

     At March 31, 1999 the outstanding balance under the credit facility was
$27.2 million.  This compares with outstanding balances of $4.4 million at 
December 31, 1998 and $17.2 million at March 31, 1999.  The changes in the
outstanding balance between December 31, 1998 and March 31, 1999 reflect the
seasonal working capital patterns discussed above.  The increase in
outstanding borrowings between March 31, 1999 and March 31, 1998 reflect
increased working capital demands due in large part to the Company's new line
of Umbro branded soccer products and volume growth in other product lines. 
Also, indebtedness at the beginning of 1999 was greater than at the beginning
of 1998.

     In April 1999, the Company entered into a revised credit facility with
Bank of America National Trust and Savings Association.  The revised credit
facility matures at the end of December 2003 and provides for borrowings of up
to $48 million depending on certain levels of receivables and inventories. 
The revised credit facility replaces the Company's $35 million credit facility
with NationsBank (an affiliate of Bank of America) and NBD Bank.  The increase
in the size of the credit facility was sought by the Company to provide
working capital for new initiatives, especially the Company's new line of
Umbro branded soccer products.

     The Company's current debt service obligations are significant and,
accordingly, the ability of the Company to meet its debt service and other
obligations will depend on its future performance and is subject to financial,
economic and other factors, some of which are beyond the Company's control.  
Furthermore, due to the seasonality of working capital demands described
above, year over year growth in the Company's business and working capital
could lead to higher debt levels in future periods until the fall of each year
when the majority of dated receivables are collected.  The Company believes
that operating cash flow together with funds available from its revised credit
facility will be sufficient to fund its current debt service and seasonal and
other current working capital requirements.  However, many factors, including
growth and expansion of the Company's business, could necessitate the need for
increased lines of credit or other changes in credit facilities.


Year 2000 Issues

     The Company, like virtually all companies and organizations, is faced
with addressing the Year 2000 issue which relates to the possibility that
computer systems and embedded computer chips may not be able to properly
process data which utilizes dates after December 31, 1999.  

     The most significant Year 2000 issues facing the Company are associated
with the computer information systems used to plan, operate and track  its
business.  The Company has substantially completed the process of assessing
which of its information systems are subject to potential Year 2000 problems. 
The 

                                      12


<PAGE> 13

status of corrective action being taken to minimize the impact of Year 2000
problems on each of the Company's four major computer information systems
follows:

     Helmet manufacturing and Retail operations: Year 2000 issues are being
addressed through a program to replace existing hardware and software.  The
new systems are certified as Year 2000 compliant by the vendor.  The system
replacement is part of a program, initiated in early 1997,  to modernize this
system.  Thirty-three percent of the subsystems have been fully implemented
and are now operational.  Testing of parts of the remainder of the system has
commenced and implementation of the remainder of the system is scheduled for
completion in the summer of 1999.

     Institutional athletic product distribution and reconditioning
operations:  Existing system software was upgraded and modified to address
Year 2000 issues.  The process was completed in the fourth quarter of 1998 and
the system was tested and certified by its vendor as Year 2000 compliant.

     Spirit products: Year 2000 issues are being addressed through corrective
modifications of existing software.  The program of corrections and Year 2000
testing of the system is scheduled for completion in the third quarter of
1999.  The Company is also in the process of replacing the existing software
with a new system  as part of an overall upgrade of system capabilities.  The
new system is certified as Year 2000 compliant by the vendor.  The Company is
continuing its program of Year 2000 corrections to the existing software as
the new system may not be fully implemented before Year 2000 issues would
otherwise impact the existing system.

     Camps and events: Year 2000 issues have been addressed through corrective
modifications of existing software.  The process was completed early in the
second quarter of 1999 and has been tested by the Company.

     The Company has other minor systems relating to its business for which
Year 2000 corrective action is in various stages of completion.

     The Company also faces Year 2000 problems relating to embedded computer
chips which control equipment used within the business such as telephone
equipment and a limited amount of machinery.  The Company has completed
assessments of equipment considered most susceptible to Year 2000 issues and 
repair or replacement has been arranged for equipment found to have Year 2000
problems.  The process of assessing the remaining equipment remains ongoing.

     The Company also faces Year 2000 issues with third parties.  These third
parties include customers who purchase the Company's retail products and
suppliers of raw materials and finished goods, among others.  The Company's
institutional products and services are sold to a large number of schools and
other customers,  making it impractical to poll them in order to determine
their Year 2000 readiness.  Because this customer base is large, the potential
of a negative impact may be lowered as none of these customers individually
account for a material portion of the Company's revenues.  Third parties also
include airlines and air transportation systems.  A disruption of domestic or
foreign air travel systems, or fear of such a disruption among the Company's
customers, could have a negative impact on the Company's special events, many
of which occur at the end of the calendar year or shortly thereafter.  The
Company has had discussions with certain other key customers and vendors on
this issue in order to assess the impact their Year 2000 problems might have
on the Company and plan accordingly. However, the process of communications
with key customers and vendors remains ongoing.  

                                      13


<PAGE> 14

     Expense for Year 2000 remedial programs for the years ended December 31,
1997 and 1998 was $200,000 and $250,000, respectively.  A similar level of
annual expense is anticipated for 1999.  The Company has also incurred capital
expenditures for computer hardware and software related to the system
replacements described above of approximately $150,000 and $800,000 for the
years ended December 31, 1997 and 1998, respectively.   These capital
expenditures include system upgrade and modernization aspects of the
replacement programs, including costs related to the spirit products system
upgrades discussed above.  Approximately $650,000 of similar capital
expenditures are anticipated for 1999.
     
     The Company's remedial actions are intended to reduce the possibility of
a disruption of the Company's business due to Year 2000 issues.  While the
Company believes these actions will be successful, the issues involved are
full of complexities and uncertainties so there can be no assurance that a
disruption of its business will not occur.  If a material disruption of the
Company's business were to occur it could have a material adverse impact on
the Company's results of operations, liquidity and financial condition.

     At present,  the Company's Year 2000 efforts have been directed toward
the goal of reducing or eliminating the potential for Year 2000 problems.  The
Company has established contingency plans for certain aspects of its Year 2000
readiness program, but has not established a broad based contingency plan that
provides alternate procedures to back up each of its primary efforts.  The
Company does intend to develop contingency plans, as needed, as it continues
to  assesses its progress during the remainder of 1999.

     Readers are cautioned that forward-looking statements contained in the
Year 2000 disclosure should be read in conjunction with the Company's Special
Cautionary Notice Regarding Forward-Looking Statements located at the
beginning of this Report.


                                      14


<PAGE> 15

Part II.    OTHER INFORMATION

Item 1.   Legal Proceedings

     The Company 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 6 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

     On May 5, 1999, the Company announced that by mutual agreement with its
planned partners, that it would no longer seek to form a joint venture company
for the Internet with Data Broadcasting Corporation and Dawntreader I LLP.  At
the same time the Company also announced that it would expand its existing web
sites and develop new ones employing the strategies formulated in recent
months.


Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibit index:
          10.1 Amended And Restated Loan, Guaranty And Security Agreement
               dated as of April 20, 1999 among the financial
               institutions named therein, as the Lenders, Bank of
               America National Trust And Savings Association, as the
               Agent, Riddell Sports Inc., as the Parent Guarantor,
               Riddell, Inc. All American Sports Corporation Varsity
               Spirit Corporation And Varsity Spirit Fashions & Supplies,
               Inc. collectively, as the Borrower and all other
               subsidiaries of the Parent Guarantor, collectively, as the
               Subsidiary Guarantors

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

    (b)   Reports on Form 8-K
          None


                                      15


<PAGE> 16

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, 1999             By   /s/ DAVID MAUER    
                                             ------------------------
                                             David Mauer
                                             President and 
                                             Chief Executive Officer




     Date:     May 14, 1999             By   /s/ DAVID GROELINGER
                                             ------------------------
                                             David Groelinger
                                             Executive Vice President and
                                             Chief Financial Officer


     Date:     May 14, 1999             By   /s/ LAWRENCE F. SIMON
                                             ------------------------
                                             Lawrence F. Simon
                                             Senior Vice President 
                                             (Principal Accounting Officer)



                                      16