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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




---

FORM 10-Q

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

For the Quarterly Period Ended
September 30, 2001

or

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

Commission file
number 333-72343



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TRUE TEMPER SPORTS, INC.

(Exact name of registrant as specified in its
charter)


|                                                                |  |                                                           |  |                                         
|--------------------------------------------------------------- |  | --------------------------------------------------------- |  | ----------------------------------------
|Delaware                                                        |  | 3949                                                      |  | 52-2112620                              
|(State of other jurisdiction of
	incorporation or organization) |  | (Primary Standard Industrial
	Classification Code Number) |  | (I.R.S. Employer
	Identification Number)

8275 Tournament Drive

Suite 200


Memphis, Tennessee 38125


Telephone: (901) 746-2000


(Address, including zip code, and telephone
number, including area code, of registrants principal
executive offices)




---

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 [
 ].

As of November 9, 2001 the Registrant had
100 shares of Common Stock, $0.01 par value per share,
outstanding.



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TABLE OF CONTENTS



|                             |                                                                                               |                                         |  |  |  |  |  | 
|---------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------------- |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION
|                             | Item 1. Financial Statements                                                                 
|                             |                                                                                               | CONDENSED STATEMENTS OF OPERATIONS     
|                             |                                                                                               | CONDENSED BALANCE SHEETS               
|                             |                                                                                               | CONDENSED STATEMENTS OF CASH FLOWS     
|                             |                                                                                               | NOTES TO CONDENSED FINANCIAL STATEMENTS
|                             | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                             | Impact of Recently Issued Accounting Standard                                                
|                             | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|PART II. OTHER INFORMATION  
|                             | Item 1. Legal Proceedings                                                                    
|                             | Item 2. Changes in Securities and Use of Proceeds                                            
|                             | Item 3. Defaults Upon Senior Securities                                                      
|                             | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                             | Item 5. Other Information                                                                    
|                             | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                  



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TRUE TEMPER SPORTS, INC.

INDEX

|           |  |                       |  |                                                                                                                                                |  |     
|---------- |  | --------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|           |  |                       |  |                                                                                                                                                |  | Page
|           |  |                       |  |                                                                                                                                                |  |     
|PART  I.   |  | FINANCIAL INFORMATION |  |                                                                                                                                               
|           |  | Item 1.               |  | Financial Statements                                                                                                                           |  |     
|           |  |                       |  | Condensed Statements of Operations for the three
	and nine month periods ended September 30, 2001 (Unaudited)
	and October 1, 2000 (Unaudited) |  | 1   
|           |  |                       |  | Condensed Balance Sheets as of September 30,
	2001 (Unaudited) and
	December 31, 2000 (Unaudited)                                              |  | 2   
|           |  |                       |  | Condensed Statements of Cash Flows for the nine
	month periods ended September 30, 2001 (Unaudited) and
	October  1, 2000 (Unaudited)          |  | 3   
|           |  |                       |  | Notes to Condensed Financial Statements
	(Unaudited)                                                                                           |  | 4   
|           |  | Item 2.               |  | Managements Discussion and Analysis of
	Financial Condition and Results of Operations                                                         |  | 6   
|           |  | Item 3.               |  | Quantitative and Qualitative Disclosures About
	Market Risk                                                                                    |  | 12  
|PART  II.  |  | OTHER INFORMATION     |  |                                                                                                                                               
|           |  | Item 1.               |  | Legal Proceedings                                                                                                                              |  | 12  
|           |  | Item 2.               |  | Changes in Securities and Use of Proceeds                                                                                                      |  | 12  
|           |  | Item 3.               |  | Defaults Upon Senior Securities                                                                                                                |  | 13  
|           |  | Item 4.               |  | Submission of Matters to a Vote of Security
	Holders                                                                                           |  | 13  
|           |  | Item 5.               |  | Other Information                                                                                                                              |  | 13  
|           |  | Item 6.               |  | Exhibits and Reports on Form 8-K                                                                                                               |  | 13  
|Signatures |  | 15                   





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##### Table of Contents






PART I  FINANCIAL
INFORMATION




Item 1.  Financial
Statements

TRUE TEMPER SPORTS, INC.

(A wholly-owned subsidiary of True Temper
Corporation)







CONDENSED STATEMENTS OF OPERATIONS


(Unaudited)


(Dollars in thousands)


|                                             |                            |               |        |              |  |               |        |            |  |   |        |        |  |   |        |        | 
|-------------------------------------------- | -------------------------- | ------------- | ------ | ------------ |  | ------------- | ------ | ---------- |  | - | ------ | ------ |  | - | ------ | ------ | 
|                                             |                            |               |        |             
|                                             |                            | For the Three |        | For the Nine
|                                             |                            | Months Ended  |        | Months Ended
|                                             |                            |               |        |             
|                                             |                            | September 30, |        | October 1,   |  | September 30, |        | October 1,
|                                             |                            | 2001          |        | 2000         |  | 2001          |        | 2000      
|                                             |                            |               |        |              |  |               |        |           
|Net sales                                    |                            | $             | 20,012 |              |  | $             | 24,829 |            |  | $ | 88,956 |        |  | $ | 87,581 |       
|Cost of sales                                |                            |               | 12,249 |              |  |               | 14,424 |            |  |   | 53,953 |        |  |   | 51,846 |       
|                                             |                            |               |        |              |  |               |        |            |  |   |        |        |  |   |        |       
|                                             | GROSS PROFIT               |               |        | 7,763        |  |               |        | 10,405     |  |   |        | 35,003 |  |   |        | 35,735 | 
|Selling, general and administrative expenses |                            |               | 2,989  |              |  |               | 4,166  |            |  |   | 12,375 |        |  |   | 13,016 |       
|Amortization of goodwill                     |                            |               | 675    |              |  |               | 675    |            |  |   | 2,025  |        |  |   | 2,206  |       
|Restructuring costs                          |                            |               |       |              |  |               |       |            |  |   |       |        |  |   | 7      |       
|                                             |                            |               |        |              |  |               |        |            |  |   |        |        |  |   |        |       
|                                             | OPERATING INCOME           |               |        | 4,099        |  |               |        | 5,564      |  |   |        | 20,603 |  |   |        | 20,686 | 
|Interest expense, net of interest income     |                            |               | 3,178  |              |  |               | 3,358  |            |  |   | 9,538  |        |  |   | 10,429 |       
|Other expenses, net                          |                            |               | (11    | )            |  |               | 1      |            |  |   | 1      |        |  |   | 18     |       
|                                             |                            |               |        |              |  |               |        |            |  |   |        |        |  |   |        |       
|                                             | INCOME BEFORE INCOME TAXES |               |        | 932          |  |               |        | 2,205      |  |   |        | 11,064 |  |   |        | 10,239 | 
|Income taxes                                 |                            |               | 651    |              |  |               | 1,113  |            |  |   | 5,041  |        |  |   | 4,700  |       
|                                             |                            |               |        |              |  |               |        |            |  |   |        |        |  |   |        |       
|                                             | NET INCOME                 |               | $      | 281          |  |               | $      | 1,092      |  |   | $      | 6,023  |  |   | $      | 5,539  | 
|                                             |                            |               |        |              |  |               |        |            |  |   |        |        |  |   |        |       

See accompanying notes to condensed financial
statements

1



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TRUE TEMPER SPORTS, INC.

(A wholly-owned subsidiary of True Temper
Corporation)







CONDENSED BALANCE SHEETS


(Unaudited)


(Dollars in thousands)


|                                        |                                                                                                       |                                            |         |              |         |  |         |        |         | 
|--------------------------------------- | ----------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | ------------ | ------- |  | ------- | ------ | ------- | 
|                                        |                                                                                                       | September 30,                              |         | December 31,
|                                        |                                                                                                       | 2001                                       |         | 2000        
|                                        |                                                                                                       |                                            |         |             
|ASSETS                                  |                                                                                                       |                                            |         |              |         |  |         |       
|CURRENT ASSETS                          |                                                                                                       |                                            |         |              |         |  |         |       
|                                        | Cash and cash equivalents                                                                             |                                            | $       | 11,813       |         |  | $       | 4,168  |        
|                                        | Receivables, net                                                                                      |                                            |         | 11,816       |         |  |         | 9,948  |        
|                                        | Inventories                                                                                           |                                            |         | 13,038       |         |  |         | 14,408 |        
|                                        | Prepaid expenses and other current assets                                                             |                                            |         | 1,551        |         |  |         | 2,362  |        
|                                        |                                                                                                       |                                            |         |              |         |  |         |       
|                                        |                                                                                                       | Total current assets                       |         |              | 38,218  |  |         |        | 30,886  | 
|Property, plant and equipment, net      |                                                                                                       |                                            | 17,407  |              |         |  | 18,078  |       
|Goodwill, net                           |                                                                                                       |                                            | 72,089  |              |         |  | 74,114  |       
|Deferred tax assets, net                |                                                                                                       |                                            | 43,673  |              |         |  | 48,586  |       
|Other assets                            |                                                                                                       |                                            | 4,097   |              |         |  | 4,224   |       
|                                        |                                                                                                       |                                            |         |              |         |  |         |       
|                                        |                                                                                                       | Total assets                               |         | $            | 175,484 |  |         | $      | 175,888 | 
|                                        |                                                                                                       |                                            |         |              |         |  |         |       
|LIABILITIES & STOCKHOLDERS
	EQUITY     |                                                                                                       |                                            |         |              |         |  |         |       
|CURRENT LIABILITIES                     |                                                                                                       |                                            |         |              |         |  |         |       
|                                        | Current portion of long-term debt                                                                     |                                            | $       | 2,275        |         |  | $       | 1,900  |        
|                                        | Accounts payable                                                                                      |                                            |         | 3,118        |         |  |         | 7,492  |        
|                                        | Accrued expenses and other current liabilities                                                        |                                            |         | 9,325        |         |  |         | 7,445  |        
|                                        |                                                                                                       |                                            |         |              |         |  |         |       
|                                        |                                                                                                       | Total current liabilities                  |         |              | 14,718  |  |         |        | 16,837  | 
|Long-term debt less the current portion |                                                                                                       |                                            | 114,798 |              |         |  | 116,505 |       
|Other liabilities                       |                                                                                                       |                                            | 2,309   |              |         |  | 2,226   |       
|                                        |                                                                                                       |                                            |         |              |         |  |         |       
|                                        |                                                                                                       | Total liabilities                          |         |              | 131,825 |  |         |        | 135,568 | 
|STOCKHOLDERS EQUITY                    |                                                                                                       |                                            |         |              |         |  |         |       
|                                        | Common stock  par value $0.01 per
	share; authorized 1,000 shares; issued and outstanding 100 shares |                                            |         |             |         |  |         |       |        
|                                        | Additional paid in capital                                                                            |                                            |         | 40,326       |         |  |         | 40,326 |        
|                                        | Retained earnings (accumulated deficit)                                                               |                                            |         | 3,333        |         |  |         | (6     | )      
|                                        |                                                                                                       |                                            |         |              |         |  |         |       
|                                        |                                                                                                       | Total stockholders equity                 |         |              | 43,659  |  |         |        | 40,320  | 
|                                        |                                                                                                       |                                            |         |              |         |  |         |       
|                                        |                                                                                                       | Total liabilities and stockholders equity |         | $            | 175,484 |  |         | $      | 175,888 | 
|                                        |                                                                                                       |                                            |         |              |         |  |         |       

See accompanying notes to condensed financial
statements

2



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TRUE TEMPER SPORTS, INC.

(A wholly-owned subsidiary of True Temper
Corporation)







CONDENSED STATEMENTS OF CASH FLOWS


(Unaudited)


(Dollars in thousands)


|                                |                                                                                    |                                                   |                                           |            |        |        |       |         |       |         |  
|------------------------------- | ---------------------------------------------------------------------------------- | ------------------------------------------------- | ----------------------------------------- | ---------- | ------ | ------ | ----- | ------- | ----- | ------- | -
|                                |                                                                                    |                                                  
|                                |                                                                                    | For the Nine                                     
|                                |                                                                                    | Months Ended                                     
|                                |                                                                                    |                                                  
|                                |                                                                                    | September 30,                                     |                                           | October 1,
|                                |                                                                                    | 2001                                              |                                           | 2000      
|                                |                                                                                    |                                                   |                                           |           
|OPERATING ACTIVITIES            |                                                                                    |                                                   |                                           |            |        |        |       |        
|                                | Net income                                                                         |                                                   | $                                         | 6,023      |        |        | $     | 5,539   |      
|                                | Adjustments to reconcile net income to net cash
	provided by operating activities: |                                                   |                                           |            |        |        |       |         |      
|                                |                                                                                    | Depreciation and amortization                     |                                           |            | 4,478  |        |       |         | 4,610 |        
|                                |                                                                                    | Amortization of deferred financing costs          |                                           |            | 486    |        |       |         | 469   |        
|                                |                                                                                    | Loss on disposal of property, plant and equipment |                                           |            | 3      |        |       |         | 58    |        
|                                |                                                                                    | Deferred taxes                                    |                                           |            | 4,913  |        |       |         | 4,600 |        
|                                |                                                                                    | Changes in operating assets and liabilities, net  |                                           |            | (2,331 | )      |       |         | 2,877 |        
|                                |                                                                                    |                                                   |                                           |            |        |        |       |        
|                                |                                                                                    |                                                   | Net cash provided by operating activities |            |        | 13,572 |       |         |       | 18,153  |  
|INVESTING ACTIVITIES            |                                                                                    |                                                   |                                           |            |        |        |       |        
|                                | Purchase of property, plant and equipment                                          |                                                   |                                           | (1,809     | )      |        |       | (2,948  | )    
|                                | Proceeds from sales of property, plant and
	equipment                              |                                                   |                                           | 24         |        |        |       | 13      |      
|                                |                                                                                    |                                                   |                                           |            |        |        |       |        
|                                |                                                                                    |                                                   | Net cash used in investing activities     |            |        | (1,785 | )     |         |       | (2,935  | )
|FINANCING ACTIVITIES            |                                                                                    |                                                   |                                           |            |        |        |       |        
|                                | Principal payments on bank debt                                                    |                                                   |                                           | (1,332     | )      |        |       | (15,557 | )    
|                                | Principal payments on capital leases                                               |                                                   |                                           | (19        | )      |        |       | (47     | )    
|                                | Payment of debt issuance costs                                                     |                                                   |                                           |           |        |        |       | (16     | )    
|                                | Dividends paid                                                                     |                                                   |                                           | (2,684     | )      |        |       | (283    | )    
|                                | Other financing activity                                                           |                                                   |                                           | (107       | )      |        |       | 36      |      
|                                |                                                                                    |                                                   |                                           |            |        |        |       |        
|                                |                                                                                    |                                                   | Net cash used in financing activities     |            |        | (4,142 | )     |         |       | (15,867 | )
|Net increase (decrease) in cash |                                                                                    |                                                   | 7,645                                     |            |        |        | (649  | )      
|Cash at beginning of period     |                                                                                    |                                                   | 4,168                                     |            |        |        | 6,427 |        
|                                |                                                                                    |                                                   |                                           |            |        |        |       |        
|Cash at end of period           |                                                                                    | $                                                 | 11,813                                    |            |        | $      | 5,778 |        
|                                |                                                                                    |                                                   |                                           |            |        |        |       |        

See accompanying notes to condensed financial
statements

3



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TRUE TEMPER SPORTS, INC.

(A wholly-owned subsidiary of True Temper
Corporation)







NOTES TO CONDENSED FINANCIAL
STATEMENTS


(Unaudited)


(Dollars in thousands unless otherwise
indicated)


1)  Basis of Presentation

The accompanying unaudited financial statements
of True Temper Sports, Inc. (True Temper or the
Company) have been prepared in accordance with the
rules and regulations of the Securities and Exchange Commission
(SEC) for quarterly reports on Form 10-Q and
consequently do not include all the disclosures required by
accounting principles generally accepted in the United States of
America. It is suggested that these financial statements be read
in conjunction with the audited financial statements and the
notes thereto for the year ended December 31, 2000. In the
opinion of management, the financial statements include all
adjustments which are necessary for the fair presentation of
results for interim periods.

The Companys fiscal year begins on January
1 and ends on December 31 of each year. During the course
of the year the Company closes its books on a monthly and
quarterly basis following a 4,4,5 week closing calendar.
Since the Company uses Sunday as the last day of each period
(with the exception of December) the number of days in the first
and fourth quarters of any given year can vary depending on
which day of the week January 1st falls on.

2)  Recent Accounting
Pronouncements

In June 2000, FASB Statement 138,
Accounting for Derivative Instruments and Hedging
Activity  Deferral of the Effective Date of FASB
Statement 133, was issued. This statement is effective for
all fiscal quarters of all fiscal years beginning after
January 1, 2001. This statement requires recognition of the
fair value of all derivative instruments, including certain
derivative instruments embedded in other contracts, on the
balance sheet and establishes new accounting rules for hedging
activities. The Company has only limited involvement with
derivative financial instruments, and does not use them for
trading purposes. Adoption of this new accounting statement had
no impact on the Companys results of operations, cash
flows or financial position.

3)  Inventories

|                |  |               |        |              |  |   |        | 
|--------------- |  | ------------- | ------ | ------------ |  | - | ------ | 
|                |  | September 30, |        | December 31,
|                |  | 2001          |        | 2000        
|                |  |               |        |             
|Raw materials   |  | $             | 1,532  |              |  | $ | 1,303  | 
|Work in process |  |               | 2,175  |              |  |   | 2,772  | 
|Finished goods  |  |               | 9,331  |              |  |   | 10,333 | 
|                |  |               |        |              |  |   |        | 
|Total           |  | $             | 13,038 |              |  | $ | 14,408 | 
|                |  |               |        |              |  |   |        | 

4)  Acquisitions

In September 2001 we acquired the capital
equipment assets and intellectual property rights of Advanced
Materials Engineering (AME) for total consideration
of approximately $300,000, subject to certain purchase price
adjustments and other matters. AME is a designer and
manufacturer of composite carbon fiber bicycle forks for use in
high-end road bikes under the Alpha Q brand name.

5)  Segment Reporting

The Company operates in two reportable business
segments: golf shafts and performance tubing. The Companys
reportable segments are based on the type of product
manufactured and the application of that product in the
marketplace. The golf shaft segment manufactures and sells steel
and composite golf club shafts for use exclusively in the golf
industry. The performance tubing segment manufactures and sells
high

4



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TRUE TEMPER SPORTS, INC.


(A wholly-owned subsidiary of True Temper
Corporation)


NOTES TO CONDENSED FINANCIAL
STATEMENTS  (Continued)

strength, tight tolerance steel and composite
tubular components for bicycle, automotive and recreational
sports markets. The Company evaluates the performance of these
segments based on segment sales and gross profit. The Company
has no inter-segment sales.

|              |                    |               |   |              |        |               |   |            |        |  |   |        |        |  |   |        |        | 
|------------- | ------------------ | ------------- | - | ------------ | ------ | ------------- | - | ---------- | ------ |  | - | ------ | ------ |  | - | ------ | ------ | 
|              |                    |               |   |             
|              |                    | For the Three |   | For the Nine
|              |                    | Months Ended  |   | Months Ended
|              |                    |               |   |             
|              |                    | September 30, |   | October 1,   |        | September 30, |   | October 1,
|              |                    | 2001          |   | 2000         |        | 2001          |   | 2000      
|              |                    |               |   |              |        |               |   |           
|Net sales:    |                    |               |   |              |        |               |   |            |        |  |   |        |        |  |   |       
|              | Golf shafts        |               | $ | 19,215       |        |               | $ | 23,883     |        |  | $ | 86,040 |        |  | $ | 84,482 |       
|              | Performance tubing |               |   | 797          |        |               |   | 946        |        |  |   | 2,916  |        |  |   | 3,099  |       
|              |                    |               |   |              |        |               |   |            |        |  |   |        |        |  |   |       
|              |                    | Total         |   | $            | 20,012 |               |   | $          | 24,829 |  |   | $      | 88,956 |  |   | $      | 87,581 | 
|              |                    |               |   |              |        |               |   |            |        |  |   |        |        |  |   |       
|Gross profit: |                    |               |   |              |        |               |   |            |        |  |   |        |        |  |   |       
|              | Golf shafts        |               | $ | 7,515        |        |               | $ | 10,100     |        |  | $ | 34,088 |        |  | $ | 34,922 |       
|              | Performance tubing |               |   | 248          |        |               |   | 305        |        |  |   | 915    |        |  |   | 813    |       
|              |                    |               |   |              |        |               |   |            |        |  |   |        |        |  |   |       
|              |                    | Total         |   | $            | 7,763  |               |   | $          | 10,405 |  |   | $      | 35,003 |  |   | $      | 35,735 | 
|              |                    |               |   |              |        |               |   |            |        |  |   |        |        |  |   |       

Following is a reconciliation of total reportable
segment gross profit to total Company income before income
taxes:

|                                         |                                          |               |       |              |   |               |        |            |  |   |        |        |  |   |        |        | 
|---------------------------------------- | ---------------------------------------- | ------------- | ----- | ------------ | - | ------------- | ------ | ---------- |  | - | ------ | ------ |  | - | ------ | ------ | 
|                                         |                                          |               |       |             
|                                         |                                          | For the Three |       | For the Nine
|                                         |                                          | Months Ended  |       | Months Ended
|                                         |                                          |               |       |             
|                                         |                                          | September 30, |       | October 1,   |   | September 30, |        | October 1,
|                                         |                                          | 2001          |       | 2000         |   | 2001          |        | 2000      
|                                         |                                          |               |       |              |   |               |        |           
|Total reportable segment gross profit    |                                          | $             | 7,763 |              |   | $             | 10,405 |            |  | $ | 35,003 |        |  | $ | 35,735 |       
|Less:                                    |                                          |               |       |              |   |               |        |            |  |   |        |        |  |   |        |       
|                                         | SG&A expenses                            |               |       | 2,989        |   |               |        | 4,166      |  |   |        | 12,375 |  |   |        | 13,016 | 
|                                         | Amortization of goodwill                 |               |       | 675          |   |               |        | 675        |  |   |        | 2,025  |  |   |        | 2,026  | 
|                                         | Restructuring costs                      |               |       |             |   |               |        |           |  |   |        |       |  |   |        | 7      | 
|                                         | Interest expense, net of interest income |               |       | 3,178        |   |               |        | 3,358      |  |   |        | 9,538  |  |   |        | 10,429 | 
|                                         | Other expenses, net                      |               |       | (11          | ) |               |        | 1          |  |   |        | 1      |  |   |        | 18     | 
|                                         |                                          |               |       |              |   |               |        |            |  |   |        |        |  |   |        |       
|Total Company income before income taxes |                                          | $             | 932   |              |   | $             | 2,205  |            |  | $ | 11,064 |        |  | $ | 10,239 |       
|                                         |                                          |               |       |              |   |               |        |            |  |   |        |        |  |   |        |       

5



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|        |                                                                                       
|------- | --------------------------------------------------------------------------------------
|Item 2. | Managements Discussion and Analysis
	of Financial Condition and Results of Operations

The following discussion should be read in
conjunction with the more detailed information in our 2000
Annual Financial Statements, including the notes thereto,
appearing most recently in our 2000 Annual Report on
Form 10-K, filed with the SEC on March 28, 2001.

Company Overview

True Temper Sports, Inc. (True Temper
or the Company), a wholly owned subsidiary of True
Temper Corporation, is a leading designer, manufacturer and
marketer of both steel and composite graphite golf club shafts
for original equipment manufacturers and distributors in the
golf equipment industry. In addition, True Temper produces and
sells a variety of performance tubing products that offer high
strength and tight tolerance steel and composite tubular
components to the bicycle, automotive and recreational sports
markets. In calendar year 2000, golf shaft sales represented 96%
of total revenues, and performance tubing sales represented 4%.
This sales split has remained relatively consistent during the
first nine months of 2001.

Results of Operations

The following table sets forth the components of
net income as a percentage of net sales for the periods
indicated:

|                         |                            |               |       |              |   |               |       |            |   |  |       |      |   |  |       |      |  
|------------------------ | -------------------------- | ------------- | ----- | ------------ | - | ------------- | ----- | ---------- | - |  | ----- | ---- | - |  | ----- | ---- | -
|                         |                            |               |       |             
|                         |                            | For the Three |       | For the Nine
|                         |                            | Months Ended  |       | Months Ended
|                         |                            |               |       |             
|                         |                            | September 30, |       | October 1,   |   | September 30, |       | October 1,
|                         |                            | 2001          |       | 2000         |   | 2001          |       | 2000      
|                         |                            |               |       |              |   |               |       |           
|Net sales                |                            |               | 100.0 | %            |   |               | 100.0 | %          |   |  | 100.0 | %    |   |  | 100.0 | %   
|Cost of sales            |                            |               | 61.2  |              |   |               | 58.1  |            |   |  | 60.7  |      |   |  | 59.2  |     
|Gross profit             |                            |               | 38.8  |              |   |               | 41.9  |            |   |  | 39.3  |      |   |  | 40.8  |     
|SG&A expenses            |                            |               | 14.9  |              |   |               | 16.8  |            |   |  | 13.9  |      |   |  | 14.9  |     
|Amortization of goodwill |                            |               | 3.4   |              |   |               | 2.7   |            |   |  | 2.3   |      |   |  | 2.3   |     
|Restructuring costs      |                            |               | 0.0   |              |   |               | 0.0   |            |   |  | 0.0   |      |   |  | 0.0   |     
|                         | Operating income           |               |       | 20.5         |   |               |       | 22.4       |   |  |       | 23.2 |   |  |       | 23.6 |  
|Interest expenses        |                            |               | 15.9  |              |   |               | 13.5  |            |   |  | 10.7  |      |   |  | 11.9  |     
|Other expenses, net      |                            |               | (0.1  | )            |   |               | 0.0   |            |   |  | 0.0   |      |   |  | 0.0   |     
|                         | Income before income taxes |               |       | 4.7          |   |               |       | 8.9        |   |  |       | 12.4 |   |  |       | 11.7 |  
|Income taxes             |                            |               | 3.3   |              |   |               | 4.5   |            |   |  | 5.7   |      |   |  | 5.4   |     
|                         | Net income                 |               |       | 1.4          | % |               |       | 4.4        | % |  |       | 6.8  | % |  |       | 5.3  | %
|                        
|Other Information:       |                            |               |       |              |   |               |       |            |   |  |       |      |   |  |       |     
|EBITDA                   |                            |               | 27.9  | %            |   |               | 28.6  | %          |   |  | 28.2  | %    |   |  | 28.9  | %   
|Adjusted EBITDA          |                            |               | 28.5  | %            |   |               | 29.1  | %          |   |  | 28.6  | %    |   |  | 29.3  | %   

(See definitions of EBITDA and Adjusted EBITDA
contained herein.)

Third Quarter Ended
September 30, 2001 Compared to the Third Quarter Ended
October 1, 2000

Net Salesfor
the third quarter of 2001 decreased $4.8 million, or 19.4%,
to $20.0 million from $24.8 million in the third
quarter of 2000. Golf shaft sales decreased $4.7 million,
or 19.6%, to $19.2 million in the third quarter of 2001
from $23.9 million in the third quarter of 2000. This
decrease was driven by the softening domestic and worldwide
economies, and a general slowdown in the golf equipment market
during 2001 which is evidenced primarily by a decrease in the
number of rounds of golf played year over year.

Performance tubing sales decreased $0.1 million,
or 15.8%, to $0.8 million in the third quarter of 2001 from
$0.9 million in the third quarter of 2000.

Net sales to international customers decreased
$0.4 million, or 8.2%, to $4.5 million in the third
quarter of 2001 from $4.9 million in the third quarter of
2000. This decrease was driven primarily by negative changes to
the foreign currency exchange rates in Japan and Australia
mitigated by increased sales into Asia as original

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equipment manufacturers continue to move a
portion of their golf equipment assembly from the United States
into Far East Asia.


Gross Profitfor the third quarter of 2001 decreased $2.6 million, or
25.4%, to $7.8 million from $10.4 million in the third
quarter of 2000. Gross profit as a percentage of net sales
decreased to 38.8% in the third quarter of 2001 from 41.9% in
the third quarter of 2000. This decrease in gross profit as a
percentage of net sales was driven by several factors, including
(i) the unfavorable leverage impact resulting from the
decreased unit volume of both steel and graphite shafts,
(ii) higher medical insurance costs, (iii) higher
utility costs for natural gas at our manufacturing plants, and
(iv) the negative impact from the changes in foreign
currency exchange rates in Japan and Australia.

Selling, General and Administrative
Expensesfor the third quarter of
2001 decreased $1.2 million, or 28.3%, to $3.0 million
from $4.2 million in the third quarter of 2000. SG&A as a
percentage of net sales decreased to 14.9% in the third quarter
2001 from 16.8% in the third quarter of 2000. The decrease in
SG&A spending was generated from reductions in promotion
expenditures, travel costs and management programs. In addition
our provision for uncollectable accounts receivable was lower in
the third quarter of 2001 compared to the third quarter of 2000
as we experienced significant customer bankruptcies in the third
quarter of 2000.

Operating
Incomefor the third quarter of
2001 decreased by $1.5 million, or 26.3%, to
$4.1 million from $5.6 million in the third quarter of
2000. Operating income as a percentage of net sales decreased to
20.5% in the third quarter of 2001 from 22.4% in the third
quarter of 2000. These changes in operating income reflect the
changes described above in sales, gross profit and SG&A
expenses.

Interest
Expensefor the third quarter of
2001 decreased to $3.2 million from $3.4 million in
the third quarter of 2000. This decrease was generated from the
reduction in our outstanding bank debt between comparable
periods, and the lower weighted average interest rate on our
variable rate debt during the third quarter of 2001 which is
reflective of the general decrease in interest rates in the U.S.
economy.

Income Taxesfor the third quarter of 2001 decreased to $0.7 million
from $1.1 million in the third quarter of 2000. The
effective tax rate during these periods differs from a federal
statutory rate of 34% due primarily to the pre-tax income added
back for the non-deductible portion of goodwill amortization and
the incremental tax rate for state and foreign income tax
purposes.

Net incomefor the third quarter of 2001 decreased by $0.8 million to
$0.3 million from $1.1 million in the third quarter of
2000. This increase is reflective of the profit impact from the
items described above.

EBITDA and Adjusted
EBITDAare measurements used by
some to gauge our operating performance. EBITDA represents
operating income plus depreciation and amortization of goodwill.
Adjusted EBITDA represents EBITDA plus management service fees.
EBITDA and Adjusted EBITDA for the third quarter of 2001 and
2000 are calculated as follows:

|                 |                          |                     |       |            |  |   |       |     | 
|---------------- | ------------------------ | ------------------- | ----- | ---------- |  | - | ----- | --- | 
|                 |                          |                    
|                 |                          | For the three month
|                 |                          | period ended       
|                 |                          |                    
|                 |                          | September 30,       |       | October 1,
|                 |                          | 2001                |       | 2000      
|                 |                          |                     |       |           
|Operating income |                          | $                   | 4,099 |            |  | $ | 5,564 |    
|Plus:            |                          |                     |       |            |  |   |       |    
|                 | Depreciation             |                     |       | 807        |  |   |       | 844 | 
|                 | Amortization of goodwill |                     |       | 675        |  |   |       | 675 | 
|                 |                          |                     |       |            |  |   |       |    
|EBITDA           |                          |                     | 5,581 |            |  |   | 7,083 |    
|Plus:            |                          |                     |       |            |  |   |       |    
|                 | Management services fee  |                     |       | 125        |  |   |       | 125 | 
|                 |                          |                     |       |            |  |   |       |    
|Adjusted EBITDA  |                          | $                   | 5,706 |            |  | $ | 7,208 |    
|                 |                          |                     |       |            |  |   |       |    

The decrease in Adjusted EBITDA of approximately
$1.5 million, or 20.8%, is reflective of the profit impact
of the operating income items described above, as well as the
impact of the items identified in the table above.

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Nine Month Period Ended
September 30, 2001 Compared to the Nine Month Period Ended
October 1, 2000

Net Salesfor
the first nine months of 2001 increased $1.4 million, or
1.6%, to $89.0 million from $87.6 million in the first
nine months of 2000. Golf shaft sales increased approximately
$1.6 million, or 1.8%, to $86.0 million in the first
nine months of 2001 from $84.5 million in the first nine
months of 2000. This increase was driven by sales of new
products introduced in late 2000 and early 2001, most notably
our new BiMatrx shaft technology for drivers and fairway woods.
However, this increase was partially offset by a decrease in the
sales of our existing golf shaft products resulting from
(i) poor spring weather conditions in many of the key
geographic regions for golf participation, (ii) the
softening domestic and worldwide economies, and (iii) a
general slowdown in the golf equipment market during 2001 which
is evidenced primarily by a decrease in rounds played year over
year.

Performance tubing sales decreased
$0.2 million, or 5.9%, to $2.9 million in the first
nine months of 2001 from $3.1 million in the first nine
months of 2000.

Net sales to international customers increased
$1.5 million, or 9.8%, to $17.1 million in the first
nine months of 2001 from $15.6 million in the first nine
months of 2000. This increase was derived from increased sales
into Asia as original equipment manufacturers continue to
move a portion of their golf equipment assembly from the United
States into Far East Asia. These increases in international
sales volumes were partially offset by the negative changes to
foreign currency exchange rates in our three major foreign
operating regions.

Gross Profitfor the first nine months of 2001 decreased $0.7 million, or
2.1%, to $35.0 million from $35.7 million in the first
nine months of 2000. Gross profit as a percentage of net sales
decreased to 39.3% in the first nine months of 2001 from 40.8%
in the first nine months of 2000. This decrease in gross profit
as a percentage of net sales was driven by several factors,
including (i) a change in the mix of sales to lower margin
products, (ii) higher utility costs for both natural gas
and electricity at our manufacturing plants, and (iii) the
negative impact from the changes in foreign currency exchange
rates in the United Kingdom, Japan and Australia.

Selling, General and Administrative
Expensesfor the first nine months
of 2001 decreased $0.6 million, or 4.9%, to
$12.4 million from $13.0 million in the first nine
months of 2000. SG&A as a percentage of net sales decreased
to 13.9% in the first nine months of 2001 from 14.9% in the
first nine months of 2000. The decrease in SG&A spending was
generated from reductions in travel costs and management
programs. In addition our provision for uncollectable accounts
receivable was lower in the first nine months of 2001 compared
to the first nine months of 2000 as we experienced significant
customer bankruptcies in the third quarter of 2000. However,
this decrease was partially offset by an increase in promotion
expense during the first six months of 2001 that coincided with
the introduction of several new products.

Operating
Incomefor the first nine months
of 2001 decreased by $0.1 million, or 0.4%, to
$20.6 million from $20.7 million in the first nine
months of 2000. Operating income as a percentage of net sales
decreased to 23.2% in the first nine months of 2001 from 23.6%
in the first nine months of 2000. These changes in operating
income reflect the changes described above in sales, gross
profit and SG&A expenses.

Interest
Expensefor the first nine months
of 2001 decreased to $9.5 million from $10.4 million in the
first nine months of 2000. This decrease is generated from the
reduction in our outstanding bank debt between comparable
periods, and the lower weighted average interest rate on our
variable rate debt during the first nine months of 2001 which is
reflective of the general decrease in interest rates in the U.S.
economy.

Income Taxesfor the first nine months of 2001 increased to $5.0 million
from $4.7 million in the first nine months of 2000. The
effective tax rate during these periods differs from a federal
statutory rate of 34% due primarily to the pre-tax income added
back for the non-deductible portion of goodwill amortization and
the incremental tax rate for state and foreign income tax
purposes.

Net incomefor the first nine months of 2001 increased by $0.5 million
to $6.0 million from $5.5 million in the first nine
months of 2000. This increase is reflective of the profit impact
from the items described above.

EBITDA and Adjusted
EBITDAare measurements used by
some to gauge our operating performance. EBITDA represents
operating income plus depreciation and amortization of goodwill.
Adjusted EBITDA

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represents EBITDA plus restructuring costs and
management service fees. EBITDA and Adjusted EBITDA for the
first nine months of 2001 and 2000 are calculated as follows:


|                 |                          |               |        |            |  |  |        |       | 
|---------------- | ------------------------ | ------------- | ------ | ---------- |  |  | ------ | ----- | 
|                 |                          |              
|                 |                          | For the Nine 
|                 |                          | Months Ended 
|                 |                          |              
|                 |                          | September 30, |        | October 1,
|                 |                          | 2001          |        | 2000      
|                 |                          |               |        |           
|Operating income |                          | $             | 20,603 |            |  |  | 20,686 |      
|Plus:            |                          |               |        |            |  |  |        |      
|                 | Depreciation             |               |        | 2,453      |  |  |        | 2,584 | 
|                 | Amortization of goodwill |               |        | 2,025      |  |  |        | 2,026 | 
|                 |                          |               |        |            |  |  |        |      
|EBITDA           |                          |               | 25,081 |            |  |  | 25,296 |      
|                 |                          |               |        |            |  |  |        |      
|Plus:            |                          |               |        |            |  |  |        |      
|                 | Restructuring costs      |               |        |           |  |  |        | 7     | 
|                 | Management services fee  |               |        | 375        |  |  |        | 375   | 
|                 |                          |               |        |            |  |  |        |      
|Adjusted EBITDA  |                          | $             | 25,456 |            |  |  | 25,678 |      
|                 |                          |               |        |            |  |  |        |      

The decrease in Adjusted EBITDA of $0.2 million,
or 0.9%, is reflective of the profit impact of the operating
income items described above, as well as the impact of the items
identified in the table above.

Liquidity and Capital Resources

General

In 1998 we established a senior credit facility
which includes a $20.0 million non-amortizing revolving credit
facility, a $10.0 million term A loan due 2004, and a $27.5
million term B loan due 2005. Amounts under the revolving
credit facility are available on a revolving basis commencing
September 30, 1998, and ending September 30, 2004.

In addition, we issued $100.0 million in 10 
7/8% Senior Subordinated Notes Due 2008 (the Notes).
The Notes require cash interest payments each June 1 and
December 1, beginning June 1, 1999. The Notes are
redeemable, at the option of the Company, at certain redemption
prices beginning December 1, 2003 and in the event of a
public equity offering prior to December 1, 2003. In the
event of a change of control or certain asset sales, we will be
required to offer to repurchase the Notes.

Both the senior credit facility and the Notes
contain covenants and events of default, including substantial
restrictions and provisions which, among other things, limit our
ability to incur additional indebtedness, make acquisitions and
capital expenditures, sell assets, create liens or other
encumbrances, make certain payments and dividends, or merge or
consolidate. The senior credit facility also requires us to
maintain certain specified financial ratios and tests including
minimum EBITDA levels, minimum interest coverage and fixed
charge coverage ratios, and maximum leverage ratios. At
September 30, 2001 we were in compliance with all of the
covenants in both the senior credit facility and the Notes.
Furthermore, the senior credit facility requires certain
mandatory prepayments including payments from the net proceeds
of certain asset sales and a portion of our excess cash flow.
There were no mandatory prepayments required as of
September 30, 2001.

Nine Month Period Ended
September 30, 2001 Compared to the Nine Month Period Ended
October 1, 2000

In the first nine months of 2001 cash provided by
operating activities decreased by $4.6 million to
$13.6 million from $18.2 million in 2000. This
decrease was driven by an increase in cash required for working
capital needs.

We used $1.8 million of cash to invest in
property, plant and equipment in the first nine months of 2001,
compared to the $2.9 million we spent in the first nine
months of 2000. Most of the decrease in capital spending between
years is related to the purchase, during March 2000, of
machinery and equipment from one of our former competitors in
the golf shaft industry who was placed into receivership in the
first quarter of 2000.

We also repaid $1.3 million of the principal on
our senior credit facility during the first nine months of 2001,
compared to the $15.6 million that we repaid during the first
nine months of 2000, which included a $2.4 million mandatory
prepayment of principal as required by the terms of our senior
credit facility, $1.0 million of

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scheduled principal payments, and $12.2 million
in voluntary prepayments. The mandatory prepayment is based upon
the excess cash flow generated in the prior calendar year, as
defined in the credit agreement. Due to the voluntary
prepayments of $14.2 million made during 2000 no mandatory
prepayment was required in 2001.


Currently, our intention is to use existing cash
and cash provided from future operations, if any, as allowed
within the covenants of our senior credit facility and our
Notes, to:



| |   |                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Repay our senior credit facility or other long
	term debt,                                                                                                                   
|
| |  | Issue quarterly cash dividends to our parent
	company, True Temper Corporation, for its use to pay cash
	interest on its Senior Discount Notes, and/or                       
|
| |  | To make additional investments in the business
	for growth or profit improvements, which may include, among
	other things, capital expenditures and/or business acquisitions.

In addition to the debt service obligations for
principal and interest payments created by the senior credit
facility and the Notes described above, our liquidity needs
largely relate to working capital requirements and capital
expenditures for machinery and equipment. We intend to fund our
current and long term working capital, capital expenditure and
debt service requirements through cash flow generated from
operations. However, since there can be no assurance of future
performance, as of September 30, 2001 we have the full
amount of the $20.0 million revolving credit facility available
for future cash requirements.

Depending on the size, any future acquisitions,
joint ventures, capital expenditures or similar transactions may
require significant capital resources in excess of cash provided
by operations, and potentially in excess of cash available under
the revolving credit facility. There can be no assurance that
the Company will be able to obtain the necessary capital under
acceptable terms, from creditors or other sources, that will be
sufficient to execute any such business investment or capital
expenditure.

Other Developments

In September 2001 we acquired the capital
equipment assets and intellectual property rights of Advanced
Materials Engineering (AME) for total consideration
of approximately $300,000, subject to certain purchase price
adjustments and other matters. AME is a designer and
manufacturer of composite carbon fiber bicycle forks for use in
high-end road bikes under the Alpha Q brand name.




Impact of Recently Issued Accounting
Standard

In July 2001, the Financial Accounting
Standard Board (FASB) issued Statement No. 141,
Business Combinations, and Statement No. 142,
Goodwill and Other Intangible Assets. Statement 141
requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001 as well
as all purchase method business combinations completed after
June 30, 2001. Statement 141 also specifies criteria
that intangible assets acquired in a purchase method business
combination must meet to be recognized and reported apart from
goodwill, noting that any purchase price allocable to an
assembled workforce may not be accounted for separately.
Statement 142 will require that goodwill and intangible
assets with indefinite useful lives no longer be amortized, but
instead tested for impairment at least annually in accordance
with the provisions of Statement 142. Statement 142
will also require that intangible assets with estimable useful
lives be amortized over the respective estimated useful lives to
their estimated residual values, and reviewed for impairment in
accordance with FAS Statement No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-lived Assets to
Be Disposed Of.

The Company is required to adopt the provisions
of Statement 141 immediately and Statement 142
effective January 1, 2002. Furthermore, goodwill and
intangible assets determined to have an indefinite useful life
acquired in a purchase business combination complete after
June 30, 2001 but before Statement 142 is adopted in
full will not be amortized, but will continue to be evaluated
for impairment in accordance with the appropriate
pre-Statement 142 accounting literature. Goodwill and
intangible assets acquired in business combinations completed
before July 1, 2001 will continue to be amortized and
tested for impairment in accordance with the appropriate
pre-Statement 142 accounting requirements prior to the
adoption of Statement 142.

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Statement 141 will require upon adoption of
Statement 142, that the Company evaluate its existing
intangible assets and goodwill that were acquired in a prior
purchase business combination, and to make any necessary
reclassifications in order to conform with the new criteria in
Statement 141 for recognition apart from goodwill. Upon adoption
of Statement 142, the Company will be required to reassess
the useful lives and residual values of all intangible assets
acquired, and make any necessary amortization period adjustments
by the end of the first interim period after adoption. In
addition, to the extent an intangible asset is identified as
having an indefinite useful life, the Company will be required
to test the intangible assets for impairment in accordance with
the provision of Statement 142 within the first interim
period. Any impairment loss will be measured as of the date of
adoption and recognized as the cumulative effect of a change in
accounting principle in the first interim period.

In connection with the Statement 142
transitional goodwill impairment evaluation, the Company will
perform an assessment of whether goodwill and equity-method
goodwill is impaired as of the date of adoption. To accomplish
this, the Company must identify its reporting units and
determine the carrying value of each reported unit by assigning
the assets and liabilities, including the exiting goodwill and
intangible assets, to those reporting units as of the date of
adoption. The Company will then have up to six months from the
date of adoption to determine the fair value of each reporting
unit and compare it to the reporting units carrying
amount. To the extent a reporting units carrying amount
exceeds its fair value, an indication exists that the reporting
units goodwill may be impaired and the Company must
perform the second step of the transitional impairment test. In
the second step, the Company must compare the implied fair value
of the reporting units goodwill, determined by allocating
the reporting units fair value to all of its assets
(recognized and unrecognized) and carrying amount, both of which
would be measured as of the date of adoption. This second step
is required to be completed as soon as possible, but no later
than the end of the year of adoption. Any transitional
impairment loss will be recognized as the cumulative effect of a
change in accounting principle in the Companys statement
of operations.

As of the date of adoption, the Company expects
to have unamortized goodwill in the amount of approximately
$71.5 million, all of which will be subject to the transition
provisions of Statements 141 and 142. Amortization expense
related to goodwill was approximately $2.7 million and $2.0
million for the year ended December 31, 2000 and the nine
months ended September 30, 2001, respectively.

Because of the extensive effort needed to comply
with adopting Statements 141 and 142, it is not practicable
to reasonably estimate the impact of adopting these Statements
on the Companys financial statements at the of this
report, including whether any transitional impairment losses
will be required to be recognized as the cumulative effect of a
change in accounting principle.

In July 2001, the FASB issued Statement
No. 143, Accounting for Asset Retirement Obligation,
which requires entities to record the fair value of a liability
for an asset retirement obligation in the period in which it is
incurred. When the liability is initially recorded, the entity
will capitalize a cost by increasing the carrying amount of the
related long-lived asset. Over time, the liability is accreted
to its present value each period, and the capitalized cost is
depreciated over the useful life of the related asset. Upon
settlement of the liability, an entity either settles the
obligation for its recorded amount or incurs a gain or loss upon
settlement. The standard is effective for fiscal years beginning
after June 15, 2002 with earlier adoption permitted. The
Company has not yet determined the impact, if any, of adopting
this standard.

In August 2001, the Financial Accounting
Standards Board issued FASB Statement No. 144,
Accounting for the Impairment or Disposal of Long-Lived
Assets (Statement 144), which supersedes both FASB
Statement No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of (Statement 121) and the accounting and reporting
provisions of APB Opinion No. 30, Reporting the Results
of Operations  Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions
(Opinion 30), for the disposal of a segment of a business
(as previously defined in that Opinion). Statement 144
retains the fundamental provisions in Statement 121 for
recognizing and measuring impairment losses on long-lived assets
held for use and long-lived assets to be disposed of by sale,
while also resolving significant implementation issues
associated with Statement 121. For example,
Statement 141 provides guidance on how a long-lived asset
that is used as part of a group should be evaluated for
impairment, establishes criteria for when a long-lived asset is
held for sale, and

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prescribes the accounting for a long-lived asset
that will be disposed of other than by sale. Statement 144
retains the basic provisions of Opinion 30 on how to
present discontinued operations in the income statement but
broadens that presentation to include a component of an entity
(rather than a segment of a business). Unlike
Statement 121, an impairment assessment under
Statement 144 will never result in a write-down of
goodwill. Rather, goodwill is evaluated for impairment under
Statement No. 142, Goodwill and Other Intangible
Assets.


The Company is required to adopt
Statement 144 no later than the year beginning after
December 15, 2001, and plans to adopt its provisions for
the quarter ending March 31, 2002. Management does not
expect the adoption of Statement 144 for long-lived assets
held for use to have a material impact on the Companys
financial statements because the impairment assessment under
Statement 144 is largely unchanged from Statement 121.
The provisions of the Statement for assets held for sale or
other disposal generally are required to be applied
prospectively after the adoption date to newly initiated
disposal activities. Therefore, management cannot determine the
potential effects that adoption of Statement 144 will have
on the Companys financial statements.

Forward-Looking Statements

The Private Securities Litigation Act of 1995
(the Act) provides a safe harbor for forward-looking
statements made by our Company. This document, including but not
limited to Item 2 Managements Discussion and
Analysis of Financial Condition and Results of Operations,
contains forward-looking statements. All statements which
address operating performance, events or developments that we
expect, plan, believe, hope, wish, forecast, predict, intend, or
anticipate will occur in the future, and other similar meanings
or phrases, are forward-looking statements within the meaning of
the Act.

The forward-looking statements are based on
managements current views and assumptions regarding future
events and operating performance. However, there are many risk
factors, including but not limited to, the Companys
substantial leverage, the Companys ability to service its
debt, the general state of the economy, the Companys
ability to execute its plans, fluctuations of energy prices and
availability, fluctuations of raw material prices, competitive
factors, and other risks that could cause the actual results to
differ materially from the estimates or predictions contained in
our Companys forward-looking statements. Additional
information concerning the Companys risk factors is
contained from time to time in the Companys public filings
with the SEC; and most recently in the Business Risks section of
Item 1 to Part 1 of our 2000 Annual Report on
Form 10-K filed with the SEC on March 28, 2001.

The Companys views, estimates, plans and
outlook as described within this document may change subsequent
to the release of this filing. The Company is under no
obligation to modify or update any or all of the statements it
has made herein despite any subsequent changes the Company may
make in its views, estimates, plans or outlook for the future.




Item 3.  Quantitative and
Qualitative Disclosures About Market Risk

Information concerning our market risks is
contained in the Managements Discussion and Analysis
of Financial Condition and Results of Operations section
of our 2000 Annual Report on Form 10-K, as filed with the SEC on
March 28, 2001.

This information has been omitted from this
report as there have been no material changes to our market
risks as of September 30, 2001.




PART II.  OTHER
INFORMATION




Item 1.  Legal
Proceedings



| |                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Various claims and legal proceedings generally
	incidental to the normal course of business are pending or
	threatened against us. While we cannot predict the outcome of
	these matters, in the opinion of management, any liability
	arising from these matters will not have a material adverse
	effect on our business, financial condition or results of
	operations.

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Item 2.  Changes in
Securities and Use of Proceeds

 Not applicable 




Item 3.  Defaults Upon
Senior Securities

 None 




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

There were no matters submitted to a vote of
security holders during the quarter ended September 30,
2001.




Item 5.  Other
Information

 Not Applicable 




Item 6.  Exhibits and
Reports on Form 8-K

a.  Exhibits

| |      |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---- |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2.1  |  |  | Reorganization, Recapitalization and Stock
	Purchase Agreement dated as of June 29, 1998 by and between
	The Black & Decker Corporation, True Temper Sports, Inc. and
	TTSI LLC (Recapitalization Agreement) (filed as
	exhibit 2.1 to the Companys Registration Statement on
	Form S-4 (No. 333-72343), as filed with the Securities
	and Exchange Commission (the SEC) on
	February 12, 1999 (the Form S-4)).*
| | 2.2  |  |  | Amendment No. 1 to Recapitalization
	Agreement dated August 1, 1998 (filed as exhibit 2.2 to
	Form S-4).*                                                                                                                                                                                                                                                                                                              
| | 2.3  |  |  | Amendment No. 2 to Recapitalization
	Agreement dated September 30, 1998 (filed as exhibit 2.3 to
	Form S-4).*                                                                                                                                                                                                                                                                                                          
| | 2.4  |  |  | Assignment and Assumption Agreement by and
	between True Temper Corporation (TTC) and the
	Company dated September 30, 1998 (filed as exhibit 2.4 to
	Form S-4).*                                                                                                                                                                                                                                                    
| | 3.1  |  |  | Amended and Restated Certificate of Incorporation
	of the Company, dated September 29, 1998 (filed as
	Exhibit 3.1 to Form S-4).*                                                                                                                                                                                                                                                                                      
| | 3.2  |  |  | By-laws of the Company (filed as Exhibit 3.2
	to Form  S-4).*                                                                                                                                                                                                                                                                                                                                                          
| | 4.1  |  |  | Indenture dated November 23, 1998 between
	the Company United States Trust of New York (filed as
	Exhibit 4.1 to Form S-4).*                                                                                                                                                                                                                                                                                           
| | 4.2  |  |  | Purchase Agreement dated November 18, 1998
	between the Company and Donaldson, Lufkin and Jenrette (filed as
	Exhibit 4.2 to Form S-4).*                                                                                                                                                                                                                                                                               
| | 10.1 |  |  | Management Services Agreement dated as of
	September 30, 1998 between the Company and Cornerstone
	Equity Investors, LLC (Management Services
	Agreement) (filed as Exhibit 10.1 to Form S-4).*                                                                                                                                                                                                                      
| | 10.2 |  |  | Amendment to Management Services Agreement dated
	November 23, 1998 (filed as Exhibit 10.2 to Form S-4).*                                                                                                                                                                                                                                                                                                              
| | 10.3 |  |  | Credit Agreement dated as of September 30,
	1998 among the Company, various financial institutions, DLJ
	Capital Funding, Inc. and The First National Bank of Chicago
	(filed as Exhibit 10.3 to Form S-4).*                                                                                                                                                                                                           
| | 10.4 |  |  | Securities Purchase Agreement dated as of
	September 30, 1998 among TTC and the Purchase Party thereto
	(filed as Exhibit 10.4 to Form S-4).*                                                                                                                                                                                                                                                                          
| | 10.5 |  |  | Amendment No. 1 to Credit Agreement dated
	June 11, 1999 (filed as Exhibit 10.5 to the
	Companys 1999 Annual Report on Form 10-K, as filed
	with the SEC on March 30, 2000).*                                                                                                                                                                                                                                         

13



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##### Table of Contents



| |      |  |  |                                                                                                                                                                                                                                         
| | ---- |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.6 |  |  | True Temper Corporation 1998 Stock Option Plan
	(filed as Exhibit 10.6 to the Companys 1999 Annual
	Report on Form  10-K, as filed with the SEC on
	March 30, 2000).*                                                                  
| | 10.7 |  |  | Shareholders Agreement dated as of
	September 30, 1998 (filed as Exhibit 10.7 to the
	Companys 1999 Annual Report on Form 10-K, as filed
	with the SEC on March 30, 2000).*                                                           
| | 10.8 |  |  | Amended and Restated Management Services
	Agreement dated March 27, 2000 (filed as Exhibit 10.8
	to the Companys Quarterly Report on Form 10-Q for the
	quarterly period ended April 2, 2000, as filed with the SEC
	on May 16, 2000).*
| | 10.9 |  |  | Amendment No. 2 to Credit Agreement dated
	November 17, 2000 (filed as Exhibit 10.9 to the
	Companys Annual Report on Form 10-K, as filed with
	the SEC on March 28, 2001).*                                                           

b.  Reports on Form 8-K



| |                                                                                
| | -------------------------------------------------------------------------------
| | No reports or Form 8-K were filed during the
	quarter ended September 30, 2001.




*  Incorporated by reference.


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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, in the City of Memphis, State of Tennessee, on
November 9, 2001.



| |                         
| | ------------------------
| | True Temper Sports, Inc.



| |     |                     
| | --- | --------------------
| | By: | /s/SCOTT C. HENNESSY

| |                         
| | ------------------------
| |                         
| | Name:  Scott C. Hennessy

| |        |                                      
| | ------ | -------------------------------------
| | Title: | President and Chief Executive Officer



| |     |                 
| | --- | ----------------
| | By: | /s/FRED H. GEYER

| |                     
| | --------------------
| |                     
| | Name:  Fred H. Geyer

| |        |                                                        
| | ------ | -------------------------------------------------------
| | Title: | Vice President, Chief Financial Officer, and
	Treasurer

15