FORM 10-K

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


 (Mark One)

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

      For the fiscal year ended March 29, 2002

                                      OR

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


                        Commission File number 1-10704

                           Sport Supply Group, Inc.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                  Delaware                                   75-2241783
      -------------------------------                   -------------------
      (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                    Identification No.)

   1901 Diplomat Drive, Farmers Branch, Texas               75234 - 8914
   ------------------------------------------               ------------
    (Address of principal executive offices)                 (Zip Code)

 Registrant's telephone number, including area code:       (972) 484-9484

 Securities registered pursuant to Section 12(b) of the Act:

                                                Name of each exchange on
         Title of each class                        which registered
     -----------------------------              ------------------------
     Common Stock, $ .01 Par Value                  Over-the-counter
                                                     Bulletin Board


 Securities registered pursuant to Section 12(g) of the Act:

                                     None
 ----------------------------------------------------------------------------
                               (Title of Class)

      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 by check mark if disclosure  of delinquent filers pursuant  to
 Item 405  of  Regulation  S-K is  not  contained  herein, and  will  not  be
 contained, to the  best of registrant's  knowledge, in  definitive proxy  or
 information statements incorporated by  reference in Part  III of this  Form
 10-K or any amendment to this Form 10-K. [   ]

      The aggregate market value of the  voting stock held by  non-affiliates
 of the registrant on June 1, 2002 based  on the closing price of the  common
 stock on the Over the Counter Bulletin Board on such date, was approximately
 $4,600,000.

      Indicated below is the number of outstanding shares of each class of
 the registrant's common stock, as of June 1, 2002.

       Title of Each Class of Common Stock        Number Outstanding
       -----------------------------------        ------------------
           Common Stock, $.01 par value            8,917,244 shares


                     DOCUMENTS INCORPORATED BY REFERENCE


           Document                                   Part of the Form 10-K
 ---------------------------------------------        ---------------------
 Proxy Statement for Annual Meeting of
 Stockholders to be held on September 26, 2002              Part III

<PAGE>


                          TABLE OF CONTENTS



     Item                                                      Page
     ----                                                      ----
 PART I

       1   Business..........................................    3

       2   Properties........................................    9

       3   Legal Proceedings.................................   10

       4   Submission of Matters to a Vote of Security Holders  10

 PART II

       5   Market for Registrant's Common Equity and Related
             Stockholder Matters.............................   10

       6   Selected Financial Data...........................   12

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

       8   Financial Statements and Supplementary Data.......   21

       9   Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure.............   37

 PART III

      10   Directors and Executive Officers of the Registrant   37

      11   Executive Compensation............................   37

      12   Security Ownership of Certain Beneficial Owners
             and Management..................................   37

      13   Certain Relationships and Related Transactions....   37

 PART IV

      14   Exhibits, Financial Statement Schedules, and
             Reports on Form 8-K.............................   37

      15   Signatures........................................   38

<PAGE>

                               PART I.

  Item 1.  Business.

      General

      Sport Supply Group, Inc. is a leading direct mail marketer of  sporting
 goods, physical education, recreational  and leisure products and  equipment
 to the institutional market in the  United States. The institutional  market
 is  generally  comprised  of  schools,  colleges,  universities,  government
 agencies, military facilities, athletic  clubs, athletic teams and  dealers,
 youth sports  leagues and  recreational organizations.   We  offer  products
 directly to the institutional  market primarily through:  (i.) a variety  of
 distinctive, information-rich catalogs; (ii.) sales personnel  strategically
 located in certain large metropolitan  areas; (iii.) in-bound and  out-bound
 telemarketers; (iv.) a team of experienced bid and quote personnel and  (v.)
 the Internet.  Our marketing efforts are supported by a customer database of
 over 250,000 names,  a call center  at our headquarters  located in  Farmers
 Branch, Texas, a  custom-designed 180,000 square  foot distribution  center,
 world-wide sourcing, and  domestic manufacturing facilities.   We  currently
 offer approximately 10,000 sports related equipment products to over 100,000
 customers.

      We believe that over  the past few years  the sales of sports  related,
 physical education, recreational and leisure  products in the United  States
 have  experienced  increased  competition  and  declining  participation  in
 traditional sports activities.  There has been a rapidly growing shift  from
 in-store and on-site sales  to satisfying the product  and service needs  of
 the market through printed catalogs, broadcast and cable infomercials,  home
 shopping channels, direct telephone marketing and the Internet.  This  shift
 has  occurred  due  to  the  convenience  of  home  shopping  for  the  time
 constrained dual-career consumer households,  the expanded direct access  to
 customers outside  of  major cities  and  the increasingly  high  levels  of
 product fulfillment and customer service offered by leading direct marketing
 companies.

      We believe the institutional sporting goods market is highly fragmented
 and that  many  of  our competitors  lack  the  necessary  capital,  support
 systems, and economies  of scale  to effectively  exploit the  institutional
 market for the long-term.  Nevertheless,  additional competition has had  an
 impact on our business.  We  are  positioned to grow our business because of
 our long-term customer relationships,  our Information  Technology (IT)  and
 Internet  platform,   our  high   capacity  order-taking,   processing   and
 fulfillment,  our   well-developed   expertise   in   catalog   design   and
 merchandising and our superior sourcing capabilities.

      One of the most important contributions of the IT platform is that  its
 order processing and fulfillment capabilities are integrated with all of our
 websites.  Each  website is strategically  targeted to  a specific  customer
 group or product line.  Our  websites enable our customers to place  orders,
 access account  information,  track  orders, and  perform  routine  customer
 service inquires on a real-time basis, twenty-four hours a day, seven days a
 week.  This functionality allows for more convenience and added  flexibility
 for our customers, many  of whom are part-time  coaches and volunteers  that
 have careers and parenting responsibilities.

      We believe the majority of our   customers have access to the  Internet
 and view placing  orders and accessing  their account  information over  the
 Internet as a significant benefit.  We have experienced increased e-commerce
 activity through our websites and believe that an increasing portion of  our
 customer base will use  the Internet as the  predominant method of  quoting,
 ordering, and  procuring  their  products, along  with  performing  customer
 service inquiries.

      Our sourcing, warehousing,  distribution and fulfillment  capabilities,
 and our  fully  integrated SAP  information  system, provide  the  necessary
 capacities, logistics, information  and technological  capabilities to  meet
 the demands and growth potential of  e-commerce and business expansion.   We
 view the continued migration  of our customers to  our websites as vital  to
 our future growth and success.

      We are a Delaware corporation incorporated in 1982. In 1988, we  became
 the successor of an  operating division of  Aurora Electronics, Inc.  (f/k/a
 BSN Corp.  and referred  to  herein as  "Aurora").   Before  completing  the
 initial public offering  of 3,500,000 shares  of our common  stock in  April
 1991, we were a wholly-owned subsidiary of Aurora. As of March 29, 2002,  we
 had two  wholly-owned  subsidiaries: Athletic  Training  Equipment  Company,
 Inc., a Delaware Corporation ("ATEC") and  Sport Supply Group Asia, Ltd.,  a
 Hong Kong Corporation.  Our ATEC  subsidiary purchased substantially all  of
 the  assets  of  Athletic  Training   Equipment  Company,  Inc.,  a   Nevada
 corporation in December 1997.  On September 25, 2000, we acquired the  stock
 of Sport Supply Group Asia, Ltd., a Hong Kong corporation from Emerson Radio
 Corporation.    (See   Item  13  --   "Certain  Relationships  and   Related
 Transactions").  Effective  March  2001,  Sport  Supply  Group,  Inc.  is  a
 majority-owned subsidiary of Emerson Radio Corp.

      Our executive  offices  are located  at  1901 Diplomat  Drive,  Farmers
 Branch, Texas 75234-8914 and  our telephone number is  (972) 484-9484.   Our
 Internet  website,   sportsupplygroup.com,   provides   certain   additional
 information about us.

 Products

      We believe we manufacture and distribute  one of the broadest lines  of
 sporting goods, physical  education, recreational and  leisure products  and
 equipment to  the  institutional  market.   We  offer  approximately  10,000
 products for  sale.   Our product  lines include,  but are  not limited  to:
 archery, baseball, softball, basketball, camping, football, tennis and other
 racquet sports, gymnastics, indoor  recreation, physical education,  soccer,
 field and  floor  hockey,  lacrosse, track  and  field,  volleyball,  weight
 lifting,  fitness  equipment,  outdoor   playground  equipment,  and   early
 childhood development products.

      We believe brand recognition is important to the institutional  market.
 Most of our products are marketed  under trade names or trademarks owned  or
 licensed by us.  We believe many of our trade names and trademarks are  well
 recognized among institutional customers.  We  intend to continue to  expand
 our product and brand name offerings by actively pursuing product, trademark
 and trade name  licensing arrangements  and acquisitions.   Our  trademarks,
 servicemarks,  and  trade  names  include,  but  are  not  limited  to,  the
 following:

   *  Voit[R]  --  institutional  sports  related  equipment  and   products,
      including  inflated  balls  and  baseball  and  softball  products   --
      (licensed from Voit Sports, Inc. - see discussion below).

   *  MacGregor[R] -- certain equipment and accessories relating to baseball,
      softball,  basketball,  soccer,   football,  volleyball,  and   general
      exercise (e.g., dumbbells, curling bars, etc.)  (licensed from  MacMark
      Corporation, a  subsidiary of  Riddell Sports,  Inc. -  see  discussion
      below).

   *  Huffy[R] --  early  childhood development  products  (sublicensed  from
      Huffy Sports Company - see discussion below).

   *  Alumagoal[R]  -- track and field equipment, including starting  blocks,
      hurdles, pole vault and high jump standards and crossbars.

   *  AMF[R] -- gymnastics equipment (licensed from AMF Bowling, Inc. -   see
      discussion below).

   *  ATEC [R]  --   pitching  machines  and related  baseball  and  softball
      training equipment.

   *  Blastball[R] -- youth recreational baseball.

   *  BSN[R] -- sport balls.

   *  Champion  --  barbells,  dumbbells  and  weight  lifting  benches   and
      machines.

   *  Curvemaster[R] -- baseball and softball pitching machines.

   *  Fibersport -- pole vaulting equipment.

   *  Flag  A  Tag[R]  --  flag football belts.

   *  Gamecraft - physical education,  recreational game tables and  coaching
      equipment.

   *  GSC Sports -- gymnastics equipment.

   *  Hammett & Sons -- indoor table-top games.

   *  Maxpro[R] -- products include, among others, football practice dummies,
      baseball, and other  protective helmets and  pads (other than  football
      protective equipment), baseball chest protectors and baseball mitts and
      gloves   (licensed  from Proacq Corp., a  subsidiary of Riddell  Sports
      Inc.).

   *  New England  Camp  and  Supply  --  camping  and  outdoor  recreational
      equipment and accessories.

   *  North American Recreation[R] -- billiard,  table tennis and other  game
      tables.

   *  Passon's Sports -- mail order catalogs.

   *  Pillo Polo[R] -- recreational polo and hockey games.

   *  Port-A-Pit[R] -- high jump and pole-vault landing pits.

   *  Pro Base[R] -- baseball bases.

   *  Pro Down[R] -- football down markers.

   *  Pro Net -- nets, net assemblies and frames and practice cages.

   *  Rol-Dri[R] and Tidi-Court -- golf  course and tennis court  maintenance
      equipment.

   *  Toppleball[R] -- recreational ball games.

   *  U.S. Games, Inc.[R] -- physical education equipment for exercise, games
      and childhood development.

      The Voit license permits us to use the Voit[R] trademark in  connection
 with  manufacturing,  advertising,  and  selling  specified  sports  related
 equipment and products, including inflated balls for all sports and baseball
 and softball products to certain institutional  customers.  We are  required
 to pay  annual royalties  under the  license. Subject  to the  terms of  the
 license agreement,  we  are permitted  to  use the  Voit  trademark  through
 December 31, 2004.

      The Huffy  sublicense  permits us  to  use the  Huffy[R]  trademark  in
 connection with manufacturing, advertising, selling and distributing certain
 sports related products and  equipment to institutional  customers.  We  are
 required to pay annual royalties under  the sublicense subject to the  terms
 of the sublicense agreement.  The  term of the sublicense expires  September
 30, 2003.

      In February  1992, we  acquired two  separate licenses  to use  several
 trade  names,  styles,  and  trademarks  (including,  but  not  limited  to,
 MacGregor[R]).  On December 21, 2000, the license relating to the use of the
 MacGregor[R] trademark  was  amended and  restated  in  its  entirety.   The
 amended and restated license permits us  to manufacture, promote, sell,  and
 distribute to designated  customers throughout the  world, specified  sports
 related equipment and products  relating to baseball, softball,  basketball,
 soccer,  football,  volleyball,  and  general  exercise.   The  amended  and
 restated license requires us  to pay an annual  royalty based upon sales  of
 MacGregor branded products, with the minimum annual royalty set at $100,000.
 The amended  and  restated license  is  exclusive with  respect  to  certain
 customers  and  non-exclusive with  respect  to  others.   The  amended  and
 restated license  has  an  original  term of  forty  (40)  years,  but  will
 automatically renew for successive forty (40) year periods unless terminated
 in  accordance  with  the  terms  of  the  license.   We  have  converted  a
 substantial portion  of our  products to  the MacGregor[R]  brand, which  is
 believed to  be  a  widely  recognized trade  name  in  the  sporting  goods
 industry.  See Part I. Item 1.  -- "Business - Sales and Marketing".

      On August 19, 1993, we entered into an exclusive license agreement with
 AMF Bowling, Inc. to use the AMF  name in connection with the promotion  and
 sale of certain gymnastics  equipment in the United  States and Canada.   We
 are required  to pay  an annual  royalty  under the  license.   The  minimum
 royalty increases  by  a  predetermined percentage  each  year  the  license
 agreement is in effect.   Subject to the  terms of the  AMF license, we  are
 permitted to use the AMF name through  December 31, 2002 with the option  to
 renew the agreement through December 31, 2003.

      In addition to the foregoing, we have acquired (or had issued) a number
 of patents relating to products sold by us.  We also have a number of patent
 applications pending before the U.S. Patent and Trademark Office.

 Sales and Marketing

      We believe  we are  the largest  seller of  sporting goods  and  sports
 leisure products to  the institutional  market in  the United  States.   The
 institutional market is made  up of well  over 500,000 potential  customers,
 most clearly defined as: 1)  Out-of-School Customers including youth  sports
 leagues, recreational departments  and organizations,  churches and  private
 athletic organizations;  2)  In-School  Customers including  all  levels  of
 public and  private  schools and  their  related athletic  and  recreational
 departments; 3)  Government Customers  including  federal, state  and  local
 agencies; and 4)  Resale and  Specialty Customers  including sporting  goods
 resellers and specialty organizations.

      We solicit  and sell  our products  through  10 different  direct  mail
 catalogs, an inside sales and customer service staff of over 100 people,  an
 outside sales force of over 20 people traveling in significant  metropolitan
 sales territories, and fifteen Internet sites.

      We have marketing efforts directed  towards the following athletic  and
 leisure activities: Football, Baseball, Softball, Basketball, Soccer,  Track
 and  Field,  Training  and  Fitness,  Camping,  Outdoor  Recreation,   Early
 Childhood  Development,  Table  Games,  Playground  Recreation,  Tennis  and
 Volleyball. We  believe we  are also  a brand  leader in  the  institutional
 sporting goods and  sports leisure market,  marketing our  products under  a
 variety of  private label  and well  recognized name  brands including:  BSN
 Sports, MacGregor[R],  Reebok Team  Uniforms, Spalding,  PortaPit,  Champion
 Barbell,  Voit[R],  Huffy[R],  AMF[R]  and Flag-A-Tag[R].   We  believe  our
 mailing list of  over 250,000 customer  and target prospects  is one of  our
 most valuable intangible assets.

      We  also   have  licenses   and  marketing   alliances  with   national
 organizations including,  YMCA, Hershey  Chocolate  USA, and  Antigua[R]  In
 1996, we entered into an advertising and distribution agreement with Hershey
 Chocolate  USA.  Pursuant  to  this  agreement,  we  market  and  distribute
 promotional fund  raising  literature and  programs  to our  customers,  and
 service  the  fund  raising needs  of  many nontraditional  customers.   The
 current agreement expires on May 15, 2004 with a two year renewal option.

      During fiscal year  1999, we  acquired two  team dealers.   These  team
 dealer acquisitions continue  to service the  local institutional  customers
 and teams with a  full line of athletic  products.  We  also use this  local
 presence to expand  our product sales  to the  local institutional  customer
 base.  Conlin Bros., Inc., located  in Southern California, was acquired  in
 January 1999.  Larry Black Sporting Goods, Inc. in Oklahoma and Kansas,  was
 acquired in February  1999.   During October  1999, we  further expanded  by
 acquiring two more local team dealers: Spaulding Athletic, located in Little
 Rock Arkansas, and LAKCO Team Sports, located in Southern California.

      During fiscal  year  1998,  we  acquired  certain  assets  of  Athletic
 Training Equipment Company, Inc., a  Nevada Corporation.  ATEC  manufactures
 and markets  pitching  machines and  other  baseball and  softball  training
 equipment to sporting goods dealers  and other sporting goods  institutions.
 These products are marketed using catalogs and outside sales representatives
 to service the dealers.   ATEC has  one of the  broadest and most  versatile
 lines of pitching machines in the market today.  With the use of the  latest
 technology, ATEC has continued to meet  the training needs of  professional,
 college, high school and youth baseball and softball leagues.

      We have fifteen Internet sites listed below:

      BSNsports.com           -- targets the longstanding customer of SSG
                                 who recognizes the BSN sports name
      LeagueDirect.com        -- targets Little League and other league
                                 sports
      US-Games.com            -- targets the early childhood development
                                 buyer
      ChampionBarbell.com     -- targets fitness
      BSNgsanaf.com           -- targets the government
      NewEnglandCamp.com      -- targets camping and outdoor leisure
      Portapit.com            -- targets track and field
      eSportsonline.com       -- targets all customers
      ATECsports.com          -- website for ATEC
      Officialfundraising.com -- targets all customers interested in
                                 fundraising
      Flagatag.com            -- targets flag football and intramural leagues
      Blastball.com           -- targets users of our exclusive Blastball
                                 product
      ConlinSports.com        -- targets the West Coast sports customer
                                 familiar with the Conlin Sports name
      PEplanet.com            -- targets the early childhood and physical
                                 education market
      RolDri.com              -- targets dealers servicing the tennis market

      Each website is strategically targeted to a specific customer group  or
 product line.   Our websites enable  our customers to  place orders,  access
 account information,  track orders,  and  perform routine  customer  service
 inquiries on a real-time basis, twenty-four hours a day, seven days a  week.
 This functionality allows for more convenience and added flexibility for our
 customers.

      Over the years, we believe we have established a market leader position
 by constantly updating and expanding our product lines and targeting selling
 efforts to specific customer  profiles.  We  have historically targeted  one
 market -- institutional sporting goods customers.  We also target individual
 consumers on our  esportsonline.com website and  to a  lesser extent  retail
 customers and participants  in our new  associate programs.   The  associate
 program allows  independent  third  parties  to  promote  our  products  and
 services on their website and share in a percentage of the revenue.

 Customers

      Our revenues are not dependent upon  any single customer.  Instead,  we
 enjoy a very  large and diverse  customer base.   Our customers include  all
 levels of public  and private schools,  colleges, universities and  military
 academies,  municipal  and   governmental  agencies,  military   facilities,
 churches,  clubs,  camps,  hospitals,   youth  sports  leagues,   non-profit
 organizations, team dealers and certain large retail sporting goods  chains.
 We believe our  customer base in  the United States  is the  largest in  the
 institutional direct mail market for sports related equipment.

      Many  of   our  institutional   customers  typically   receive   annual
 appropriations  for  sports  related  equipment,  which  appropriations  are
 generally spent in  the period preceding  the season in  which the sport  or
 athletic activity occurs.  Approximately 8%, 7%, 9%, and 7% of our sales  in
 the fiscal years 2002, 2001, 2000, and 1999, respectively, were to  agencies
 of the United States Government, a majority of which were sales to  military
 installations. We have a contract  with the General Services  Administration
 (the "GSA Contract") that grants us an "approved" status when attempting  to
 make sales to military  installations or other  governmental agencies.   The
 existing GSA Contract expires December 31, 2006. Under the GSA Contract,  we
 agree to  sell  approximately  550  products  to  United  States  Government
 agencies and departments at catalog prices or at prices consistent with  any
 discount  provided to  our other  customers.   Products sold  to the  United
 States Government  under the  GSA Contract  are always  sold at  our  lowest
 offered price.

      We also sell products to United States Government customers from a  NAF
 contract (Non-Appropriated Funds).  Our entire  product line is included  on
 this contract and offers pricing to the U.S. Government at discounted prices
 that are consistent with any discount provided to our other customers.  This
 contract is administered by the United States Air Force and is scheduled  to
 expire on September 30, 2003.

 Seasonal Factors and Backlog

      Historically, our revenues  are lowest in  the quarter ending  December
 and peak in the quarter  ending March.  Our  revenues reflect a level  cycle
 during the quarters ending June and September.  The peak in revenues in  the
 quarter ending March is  primarily due spring  and summer sports,  favorable
 outdoor weather conditions and school needs before summer closing.

      We had  a  backlog  of approximately  $2,015,000  at  March  29,  2002,
 $2,638,000  at  March  30,  2001,  $2,329,000  at  September  29,  2000  and
 $2,458,000 at October 1, 1999.

 Manufacturing and Suppliers

      We manufacture, assemble and distribute many of our products from  four
 of our facilities.  See Item 2.   -- "Properties" for details. Gym mats  and
 netting are manufactured in our two Anniston, Alabama plants.  Baseball  and
 softball pitching machines are manufactured/assembled at our ATEC subsidiary
 in Sparks,  Nevada.   Items  of steel  and  aluminum construction,  such  as
 soccer, football and baseball field equipment, are principally  manufactured
 at our facilities in Farmers Branch, Texas.

      Certain products manufactured by us  are custom-made (such as  tumbling
 mats  ordered  in   color  or   size  specifications),   while  others   are
 standardized.  The principal raw materials used by us in manufacturing  are,
 for the most part, readily available  from several different sources.   Such
 raw materials include foam, vinyl, nylon thread, steel and aluminum  tubing,
 and wood.

      During the past year  we began the process  of outsourcing many of  the
 products historically manufactured  by us, including  products such as  game
 tables and  fitness  equipment.   Products  have  been  outsourced  to  both
 domestic and international vendors.  Outsourcing these products has  enabled
 us to consolidate plants and reduce our manufacturing requirements.  We have
 closed manufacturing facilities  in California and  Alabama and reduced  the
 size  of  our  manufacturing  facilities  in  Texas  by  approximately  50%.
 Outsourcing these products has  also enabled us to  (i.) reduce our cost  of
 goods in many of  these products, (ii.)  reduce our inventory  requirements,
 (iii.) reduce many  selling prices to  our customers and  (iv.) improve  our
 remaining manufacturing efficiencies by  focusing on longer production  runs
 of fewer products.   We believe  selling products to  our customers at  more
 competitive prices will have a positive impact on our revenue base.

      Items not  manufactured  by us  are  purchased from  various  suppliers
 primarily located in the United States, Taiwan, Australia, the  Philippines,
 Thailand, the People's Republic of China,  Pakistan, Sweden and Canada.   We
 have no significant purchase contracts with  any major supplier of  finished
 products, and most products purchased  from suppliers are readily  available
 from other  sources.   We purchase  most  of our  finished product  in  U.S.
 dollars and  are, therefore,  not subject  to direct  foreign exchange  rate
 differences.  See Part II.  Item  7. - Management Discussion and Analysis  -
 Certain Factors that May Affect the  Company's Business or Future  Operating
 Results".

 Competition

      We compete in the institutional sporting goods market principally  with
 local sporting goods  dealers, retail  sporting goods  stores, other  direct
 mail catalog marketers and providers of sporting goods on the Internet.   We
 have  identified  approximately  15  other  direct  mail  companies  in  the
 institutional  market.   We  believe that  most  of  these  competitors  are
 substantially smaller than us in terms of geographic coverage, products,  e-
 commerce capability and revenues.

      We compete in  the institutional market  principally on  the basis  of:
 brand, price, product availability and customer service.  We believe we have
 an advantage in  the institutional  market over  traditional sporting  goods
 retailers and  team  dealers  because our  selling  prices  do  not  include
 comparable price  markups  attributable  to  traditional  multi-distribution
 channel markups.  In  addition, our ability to  control the availability  of
 goods we source enables us to respond  more rapidly to customer demand.   We
 believe our direct  mail competitors  operate primarily  as wholesalers  and
 distributors.

 Government Regulation

      Many of our products are subject to 15 U.S.C.A. SS 2051-2084 (1998  and
 Supp. 2002), among other  laws, which empowers  the Consumer Product  Safety
 Commission (the "CPSC") to protect  consumers from hazardous sporting  goods
 and other articles.  The CPSC has  the authority to exclude from the  market
 certain  articles  that  are  found  to  be  hazardous  and  can  require  a
 manufacturer to  refund  the  purchase price  of  products  that  present  a
 substantial  product  hazard.   CPSC determinations  are  subject  to  court
 review.  Similar laws exist in some states and cities in the United States.

 Product Liability and Insurance

      Because of the nature of our  products, we are periodically subject  to
 product liability claims resulting  from personal injuries.   We may  become
 involved in  various lawsuits  incidental to  our  business, some  of  which
 relate to  claims allegedly  resulting in  substantial permanent  paralysis.
 Significantly increased  product liability  claims continue  to be  asserted
 successfully against  manufacturers  and distributors  of  sports  equipment
 throughout the  United States  resulting in  general uncertainty  as to  the
 nature and extent of manufacturers' and distributors' liability for personal
 injuries.  See Item 3.  -- "Legal Proceedings".

      Since September 11, 2001, product  liability insurance has become  much
 more expensive, more restrictive  and more difficult to obtain.  We recently
 renewed our general  product liability insurance  through March 2003.  There
 can be no  assurance that our  general product liability  insurance will  be
 sufficient to cover any successful product liability claims made against us.
 In our  opinion, any  ultimate liability  arising out  of currently  pending
 product  liability  claims  will  not  have  a  material  adverse  effect on
 our financial  condition  or  results  of  operations.  However,  any claims
 substantially in excess of our insurance coverage, or any substantial  claim
 not covered  by insurance,  could  have a  material  adverse effect  on  our
 financial condition and results of operations.

 Employees

      On May 3, 2002, we had  approximately 373 full-time employees, of  whom
 81 were involved in  our manufacturing operations.   We also hire  part-time
 and temporary employees  primarily during the  summer months.   None of  our
 employees are  represented by  unions, and  we  believe our  relations  with
 employees are good.

 Directors and Executive Officers
 --------------------------------
                                                                 Year First
                                                                   Became
                                                                 Director or
          Name            Age              Position                Officer
          ----            ---              --------                -------
 Geoffrey P. Jurick        61  Chairman of the Board and Chief      1996
                               Executive Officer

 John P. Walker            39  President and Director               1996

 Terrence M. Babilla       40  Chief Operating Officer,             1995
                               Executive Vice President,
                               General Counsel and Secretary

 Eugene J.P. Grant         54  Executive Vice President, Sales      1999
                               and Marketing

 Michael P. Glassman       56  Vice President, Sales and            2001
                               Marketing

 Robert K. Mitchell        50  Chief Financial Officer              2000

 Douglas E. Pryor          46  Senior Vice President, Sourcing      1999
                               and International Operations

 Kenneth  A. Corby         41  Vice President, Corporate            1998
                               Development

 John C. Bals              44  Vice President, Sales of             2002
                               Sporting Goods Division

 Thomas P. Treichler       58  Director                             1997

 Peter G. Bunger           62  Director                             1996

 Johnson C.S. Ko           51  Director                             1996



 Item 2.   Properties.

      The following table sets forth the material properties owned or  leased
 by us or any of our subsidiaries:

                               Approximate
                                 Square                      Lease Expires
   Facility Purpose              Footage     Location         or is Owned
   ----------------              -------     --------       --------------
 Manufacturing and corporate     135,000     Farmers        December, 2004
   headquarters (1)                          Branch, TX
 Warehouse and fulfillment       181,000     Farmers        December, 2004
   processing (2)                            Branch, TX
 Manufacturing                    62,500     Sparks, NV       July, 2004
 Manufacturing                    35,000     Anniston, AL       Owned
 Manufacturing                    45,000     Anniston, AL       Owned

 (1) Approximately 40,000 square feet are utilized by Emerson Radio
     Corporation.
 (2) Approximately 35,000 square feet are utilized by Emerson Radio
     Corporation.

      We believe the facilities  used in our  operations are in  satisfactory
 condition and adequate  for our present  and anticipated future  operations.
 However, we are  currently reviewing  the possibility  of consolidating  the
 facilities located  in Farmers  Branch into  one  facility when  the  leases
 expire in 2004.  In addition to the facilities listed above, we lease  space
 in various locations, primarily for use as sales offices.


 Item 3.   Legal Proceedings.

      Periodically,  we  become  involved  in  various  claims  and  lawsuits
 incidental to our business.  In management's opinion, any ultimate liability
 arising out of  currently pending claims  will not have  a material  adverse
 effect on our  financial condition or  results of  operations. However,  any
 claims substantially in excess of our insurance coverage, or any substantial
 claim that  may not  be covered  by insurance  or any  significant  monetary
 settlement, could have a material adverse effect on our financial  condition
 or results of operations.


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

      Not Applicable.


                                   PART II.


 Item 5.   Market for  Registrant's  Common Equity  and  Related  Stockholder
 Matters.

      Our common stock,  par value  $.01 per  share (the  "Common Stock")  is
 quoted on the Over-the-counter Bulletin Board under the symbol SSPY.  As  of
 April 30, 2002,  there were  1,259 holders  of the  Common Stock  (including
 individual security position listings).  The following table sets forth  the
 high/low sales range  for the  periods indicated.   Over-the-counter  market
 quotations reflect inter-dealer prices, without retail mark-up, mark-down or
 commission and may not necessarily represent actual transactions.

                                              Common Stock
       Fiscal Year   Fiscal  Quarter        High        Low
       -----------   ---------------       ------      ------
          1999       Ended December         9.313       5.875
                     Ended March           11.875       7.750
                     Ended June            10.750       8.750
                     Ended September       10.313       8.125

          2000       Ended December         8.438       5.688
                     Ended March            8.250       5.938
                     Ended June             6.125       3.875
                     Ended September        4.875       2.188

          2001       Ended December         2.938       0.750
                     Ended March            2.375       1.063

          2002       Ended June             1.500       1.270
                     Ended September        1.350       0.760
                     Ended December         1.250       0.850
                     Ended March            1.100       0.960

      We have  not declared  dividends in  the past  three fiscal  years.  We
 currently intend to retain any earnings for  use in our business and do  not
 anticipate paying any cash dividends on our capital stock in the foreseeable
 future.

      On May 28, 1997, the Board  of Directors approved the repurchase of  up
 to 1,000,000 shares of our issued  and outstanding common stock in the  open
 market and/or privately negotiated transactions.   On October 28, 1998,  the
 Board of  Directors  approved  a  second repurchase  program  of  up  to  an
 additional 1,000,000 shares of  our issued and  outstanding common stock  in
 the open market and/or privately negotiated  transactions.  As of March  29,
 2002, we  repurchased  approximately  1,333,000 shares  of  our  issued  and
 outstanding common  stock  in  the  open  market  and  privately  negotiated
 transactions.    Any  future  purchases  will   be  subject  to  price   and
 availability  of shares, working  capital availability  and any  alternative
 capital spending  programs.   Our  bank  agreement currently  prohibits  the
 repurchase of any additional shares without the bank's prior consent.

      On January 14,  1998, we issued  50,000 shares of  restricted stock  to
 John P. Walker, President and a Director  of Sport Supply Group, Inc., in  a
 privately negotiated transaction pursuant to Section 4(2) of the  Securities
 Act of 1933, as  amended (i.e. a  transaction by an  issuer not involving  a
 public offering).  These shares vested over  a two-year period.  We did  not
 receive any cash proceeds from the issuance of these shares.

      On January 12, 2001, we issued 1,629,629 shares of restricted stock out
 of our  treasury  stock to  Emerson  Radio Corp.  ("Emerson"),  our  largest
 stockholder.  Emerson paid   $1.35 in cash  for each share  of stock, for  a
 total purchase price  of $2.2 million.   All of  the shares  issued in  this
 transaction were issued in a non-public offering pursuant to Section 4(2) of
 the Securities Act of 1933, as amended.   Proceeds of the sale were used  to
 pay off our term loan with Comerica Bank.


 Item 6.   Selected Financial Data (Unaudited).

      The following  sets forth  selected historical  financial  information.
 The data  has been  derived  from our  audited  financial  statements.   The
 amounts are  in  thousands, except  for  per  share  data.   The  historical
 information should be  read in conjunction  with Item 7.   --  "Management's
 Discussion and Analysis  of Financial Condition  and Results of  Operations"
 and our  financial statements  and notes  thereto included  in Item  8.   --
 "Financial Statements and Supplementary Data".

<PAGE>
<TABLE>

                   SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
                      SELECTED FINANCIAL DATA (UNAUDITED)
              ( Amounts in thousands, except for per share data )

                                               Fiscal     Six        Fiscal     Fiscal     Fiscal      Eleven
                                                Year     Months       Year       Year      Year        Months
                                               Ended     Ended        Ended      Ended     Ended       Ended
                                             March 29,  March 30,   Sept 29,    Oct 1,     Oct 2,      Sep 26,
 Statement of Earnings Data:                    2002     2001(2)      2000       1999       1998    1997 (1) (3)
                                              --------   --------   --------   --------   --------    --------
 <S>                                         <C>        <C>        <C>        <C>        <C>         <C>
 Net revenues                                $ 103,601  $  50,337  $ 119,321  $ 112,880  $ 101,935   $  83,318
 Gross profit                                   29,495     13,936     36,170     37,283     32,303      26,811
 Operating profit (loss)                        (2,790)    (2,411)      (437)     8,445      7,782       4,226
 Interest expense                                  986        957      2,022      1,196        474         757
 Other income, net                                 193         14         17         63        215          83
 Earnings (loss) from continuing operations     (3,582)    (2,123)    (1,518)     4,623      4,964       2,576
 Loss from discontinued operations (3)              --         --         --         --         --      (2,574)
                                              --------   --------   --------   --------   --------    --------
 Net earnings (loss)                         $  (3,582) $  (2,123) $  (1,518) $   4,623  $   4,964   $       2
                                              ========   ========   ========   ========   ========    ========
 Earnings (loss) per common share and
   common equivalent share: (notes 1,
   2 and 3)
 Net earnings (loss) per common share
   from continuing operations                $   (0.40) $   (0.27) $   (0.21) $    0.63  $    0.62   $    0.32
 Net loss per common share from
   discontinued operations                          --         --        --          --         --       (0.32)
                                              --------   --------   --------   --------   --------    --------
 Net earnings (loss) per common
   share - basic                             $   (0.40) $   (0.27) $   (0.21) $    0.63  $    0.62   $       -
                                              ========   ========   ========   ========   ========    ========
 Net earnings (loss) per common share from
   continuing operations - diluted           $   (0.40) $   (0.27) $   (0.21) $    0.60       0.60        0.32
 Net loss per common share from discontinued
   operations - diluted                             --         --        --          --         --       (0.32)
                                              --------   --------   --------   --------   --------    --------
 Net earnings (loss) per common
   share - diluted                           $   (0.40) $   (0.27) $   (0.21) $    0.60  $    0.60   $    0.00
                                              ========   ========   ========   ========   ========    ========
 Weighted average common and common
   equivalent shares:
 Weighted average common shares
   outstanding - basic                           8,917      7,964      7,273      7,390      8,026       8,146
 Weighted average common shares
   outstanding - diluted                         8,917      7,964      7,273      7,728      8,237       8,151


                                                 At         At         At         At         At          At
                                              March 29,  March 30,   Sept 29,   Oct 1,     Oct 2,      Sep 26,
 Balance  Sheet  Data:                          2002     2001 (2)     2000       1999       1998    1997 (1) (3)
                                              --------   --------   --------   --------   --------    --------
 Working capital                             $  26,977  $  28,383  $  30,771  $  31,873  $  25,245   $  24,006
 Total assets                                   67,307     73,584     73,687     73,249     54,804      50,484
 Long-term obligations, net                     17,000     17,333     19,034     18,426      5,161       4,418
 Total liabilities                              30,258     32,955     33,150     31,141     13,626      11,527
 Stockholders equity                            37,049     40,629     40,537     42,108     41,178      38,957


 Notes to Selected Financial Data (Unaudited)

 (1) During 1997, we changed our financial reporting year-end from October 31 to September 30.
     Therefore, the fiscal year ended September 26, 1997 is a transition period consisting of
     eleven calendar months.

 (2) During 2001, we changed our financial reporting year-end from September 30 to March 31.
     Therefore, the fiscal year ended March 30, 2001 is a transition period consisting of six
     calendar months.

 (3) On May 20, 1996 we disposed of substantially all of the assets (other than cash and
     accounts receivable) of the Gold Eagle Division to a privately held corporation.

</TABLE>
<PAGE>

 Item 7.   Management's Discussion and  Analysis of  Financial Condition  and
 Results of Operations.

      The following  table sets  forth, for  the periods  indicated,  certain
 items related to our continuing operations as a percentage of net revenues.

                                For the      For the     For the     For the
                               12 Months    6 Months    12 Months   12 Months
                                 Ended        Ended       Ended       Ended
                               March 29,    March 30,   Sept. 29,    Oct. 1,
                                  2002         2001        2000        1999
                                -------      -------     -------     -------
 Net revenues (in thousands)   $103,601     $ 50,337    $119,321    $112,880
                                  100.0%       100.0%      100.0%      100.0%

 Cost of sales                     71.5%        72.3%       69.7%       66.9%
 Selling, general and
   administrative expenses         30.8%        31.3%       29.2%       25.6%
 Internet expenses                  0.3%         0.6%        1.0%        0.0%
 Nonrecurring charges               0.0%         0.5%        0.5%        0.0%
                                -------      -------     -------     -------
 Operating profit (loss)           (2.6%)       (4.7%)      (0.4%)       7.5%
                                =======      =======     =======     =======

 2002 Compared to 2001

      The following table summarizes  certain financial information  relating
 to our results of operations  for the fiscal year  ended March 29, 2002  and
 the comparable twelve months ended March 30, 2001:

                                    2002                2001
                                 -----------         -----------
     Net Revenues               $103,601,428        $113,060,806
     Gross Profit                $29,495,185         $32,252,079
     SG&A                        $31,928,924         $34,274,170
     Internet expenses              $355,766          $1,352,635
     Nonrecurring charges                 --            $253,239
     Net loss                    $(3,582,428)        $(3,559,452)

 Net Revenues. Net revenues decreased  approximately $9.5 million (8.4%)  for
 the fiscal year ended  March 29, 2002 as  compared to the comparable  twelve
 months ended March 30, 2001. The decrease in net revenues was primarily  the
 result of  a general  slow-down in  the  economy, reduced  participation  in
 traditional youth sports, a reduced sales force,  and the discontinuation of
 certain unprofitable and low margin product lines.

 Gross Profit.  Gross profit decreased approximately $2.8 million (8.7%)  for
 the fiscal year  ended March  29, 2002  as compared  to the  same period  in
 fiscal 2001. As a percentage of net revenues, gross profit remained at 28.5%
 for the  fiscal year  ended March  29, 2002  as compared  to the  comparable
 twelve months  ended  March 30,  2001.   The  decrease  in gross  profit  is
 directly attributable to the decrease in net revenues.

 Selling,  General  and  Administrative  Expenses.    Selling,  general   and
 administrative expenses decreased approximately $2.3 million (6.8%) for  the
 fiscal year ended March 29,  2002 as compared to  the same period in  fiscal
 2001.  As a percentage of net revenues, selling, general and  administrative
 expenses increased to 30.8% from 30.3%  for the fiscal year ended March  29,
 2002 as compared to the comparable  twelve months ended March 30, 2001.  The
 decrease in selling, general and administrative expenses for the fiscal year
 ended March 29, 2002 as compared to the comparable twelve months ended March
 30, 2001 is primarily a result of the following:

 (i.)  A decrease in payroll related  expense of  approximately $1.2  million
      primarily a result of reduced headcount.

 (ii.) A decrease  in  selling  and  promotional  expenses  of  approximately
      $774,000 primarily a result of reduced catalog expenses.

 (iii.) A decrease in depreciation  and amortization expense of approximately
      $276,000 primarily a result of assets reaching their full  depreciation
      levels.

 (iv.)  A  decrease  in  tax expense  of  approximately $195,000 primarily  a
      result of lower sales & use tax expense.

 We have realized a  full twelve months benefit  of our cost reduction  plans
 that were  implemented  in  fiscal  2000.   We  do  not  anticipate  further
 significant decreases in our selling, general & administrative expenses.

 Internet Expenses.  Internet  related expenses decreased approximately  $1.0
 million (73.7%) for the fiscal year ended March 29, 2002 as compared to  the
 comparable twelve months ended March 30, 2001. These expenses are related to
 the  continued  support  and enhancement of our websites and web development
 to post  electronic  catalogs  on  our  websites.  Internet  expenses   were
 significantly higher in the  twelve months ended March  30, 2001 as we  were
 still developing our e-commerce sites.  We anticipate that the current level
 of internet related expense is consistent with what we expect going forward.

 Nonrecurring Charges.  In  the  twelve  months  ended  March  30,  2001,  we
 consolidated our manufacturing  facility located  in Cerritos,  CA with  our
 facilities  located  in  Anniston,  AL.   In  association  with  this  plant
 consolidation, we recorded additional nonrecurring expenses of approximately
 $114,000.  In addition, we  recorded approximately $139,000 of  nonrecurring
 expenses in the  twelve month  period ended March  30, 2001  related to  the
 accelerated amortization of loan fees due to the change in lenders in  March
 2001.

 Interest Expense.    Interest expense  decreased approximately $1.1  million
 (51.8%) for the fiscal year ended  March 29, 2002 as compared to  comparable
 twelve months ended March 30, 2001.   This increase is due to lower  average
 borrowings and lower interest rates.

 Other Income, Net.   Other income increased  approximately $163,000 for  the
 fiscal year ended March 29, 2002 as compared to the comparable twelve months
 ended March 30, 2001.  This increase  is due primarily to the casualty  gain
 on insurance proceeds received for assets  lost in a flood that occurred  in
 our corporate facility.   These proceeds were  used to purchase  replacement
 assets.

 Income Tax  Provision (Benefit).   The  benefit for  income taxes  decreased
 approximately $2.1 million to a benefit of $0 in the fiscal year ended March
 29, 2001 as compared to the comparable twelve months ended March 30, 2001.

 We have  a net  operating loss  carryforward included  in net  deferred  tax
 assets that can be used to offset  future taxable income and can be  carried
 forward for 15 to 20 years.   As such, realization  of our net deferred  tax
 assets is dependent on generating sufficient taxable income, either  through
 operations or  tax planning  strategies, prior  to  the expiration  of  loss
 carryforwards.  Based upon our operating  results for the fiscal year  ended
 March 29, 2002, we have  not provided an income  tax benefit related to  our
 loss before income taxes. The amount of our existing net deferred tax assets
 considered realizable could be  reduced or eliminated  if their use  becomes
 more restricted under the provisions of SFAS No. 109, "Accounting for Income
 Taxes".

 Net Loss.   Net loss  increased approximately  $23,000 for  the fiscal  year
 ended March 29, 2002 as compared to the comparable twelve months ended March
 30, 2001.   Net loss per  share decreased to  $(0.40) from  $(0.45) for  the
 fiscal year ended March 29, 2002 as compared to the comparable twelve months
 ended March 30, 2001.  The weighted average shares outstanding increased  by
 approximately 12.0% for the fiscal year  ended March 29, 2002,  respectively
 as compared  to the  comparable twelve  months ended  March 30,  2001.   The
 increase in weighted average shares outstanding is primarily due to the sale
 of treasury stock to Emerson Radio Corp in January 2001.

 2001 Compared to 2000

      The following table summarizes  certain financial information  relating
 to our results of operations for the  six month period ended March 30,  2001
 and the comparable six month period ended March 31, 2000:



                                     2001               2000
                                  ----------         ----------
    Net Revenues                 $50,336,524        $56,596,700
    Gross Profit                 $13,935,999        $17,853,869
    SG&A                         $15,775,650        $16,366,932
    Internet expenses               $317,808           $101,322
    Nonrecurring charges            $253,239           $605,000
    Net loss                     $(2,122,515)          $(80,669)

 Net Revenues. Net revenues decreased approximately $6.3 million (11.1%)  for
 the six month period ended March 30, 2001 as compared to the same period  in
 fiscal 2000.  We believe the decrease in net revenues was primarily a result
 of competitive pressures  in the marketplace,  a decline  in youth  baseball
 registrations, unusually  cold  and  wet  weather  in  warm  weather  states
 delaying spring sports, a reduction in  our sales force, a reduction in  the
 number of catalogs mailed and a general slow-down in the economy.

 Gross Profit.  Gross profit decreased approximately $3.9 million (21.9%) for
 the six month period ended March 30, 2001 as compared to the same period  in
 fiscal 2000. As  a percentage  of net  revenues, gross  profit decreased  to
 27.7% from 31.5% for the six month  period ended March 30, 2001 as  compared
 to the same period in  fiscal 2000.  Gross  profit decreased due to  product
 mix  shifts  and  pricing  pressure  in  the  institutional  sporting  goods
 marketplace.

 Selling,  General  and  Administrative  Expenses.    Selling,  general   and
 administrative expenses decreased approximately $591,000 (3.6%) for the  six
 month period ended March 30, 2001 as  compared to the same period in  fiscal
 2000.  As a percentage of net revenues, selling, general and  administrative
 expenses increased to 31.3% from 28.9% for the six month period ended  March
 30, 2001 as  compared to the  same period in  fiscal 2000.  The decrease  in
 selling, general and administrative expenses for the six month period  ended
 March 30, 2001 as compared to the six  month period ended March 31, 2000  is
 primarily a result of the following:

 (i.) A  decrease  in  selling  and  promotional  expense  of   approximately
      $565,000. This decrease is primarily a result of lower catalog  expense
      as part of our cost reduction programs initiated this year.

 (ii.) A decrease in payroll related expense of approximately $364,000.  This
      is a result  of reduced  headcount, primarily  in the  sales and  sales
      administration areas.

 (iii.)  A  decrease  in  legal fees  of  approximately  $200,000.   This  is
      primarily the result of a reduction in litigation.

 (iv.)   A decrease in facility expenses of  approximately $156,000.  This is
      primarily  a  result  of  lower  rent  and  telephone  expense  due  to
      renegotiations of certain leases and contracts.

      These decreases in  selling, general and  administrative expenses  were
 partially offset  by  an  increase of  approximately  $632,000  in  computer
 related expenses and an  increase of approximately  $104,000 in license  and
 royalty related expenses. Fiscal  2001 was the first  year of normal,  fully
 functional MIS department operating expenses.   The increase in license  and
 royalty related  expenses  is primarily  due  to the  Amended  and  Restated
 License Agreement  with MacMark,  entered in  on  December 21,  2000,  which
 requires us to pay an annual  royalty based upon sales of MacGregor  branded
 products, with the minimum annual royalty set at $100,000.

 Internet Expenses. We  incurred Internet related  expenses of  approximately
 $318,000 for  the six  month period  ended  March 30,  2001 as  compared  to
 approximately $101,000 for the six month period ended March 31, 2000.  These
 expenses were  related  to the  continued  support and  enhancement  of  our
 websites and web development to post electronic catalogs on the websites. We
 incurred approximately $1.1 million of Internet expenses during fiscal  year
 2000 to develop and launch fully functional e-commerce web sites that  offer
 our  customers  electronic  on-line  catalogs,  customer  specific  pricing,
 on-line  ordering  and  other  on-line  customer  service  functions.   This
 development effort was completed in fiscal 2000.

 Nonrecurring  Charges.  In  the  six  months   ended  March  30,  2001,   we
 consolidated our manufacturing  facility located  in Cerritos,  CA with  our
 facilities  located  in  Anniston,  AL.   In  association  with  this  plant
 consolidation, we recorded additional nonrecurring expenses of approximately
 $114,000 in the  six month  period ended March  30, 2001.   In addition,  we
 recorded approximately $139,000  of nonrecurring expenses  in the six  month
 period ended March 30, 2001 related to the accelerated amortization of  loan
 fees due to the change in  lenders in March 2001.   In the six month  period
 ended March  31, 2000,  we recorded  a nonrecurring  charge related  to  the
 settlement of two lawsuits in the amount of $605,000.

 Interest Expense.   Interest expense increased approximately $25,000  (2.7%)
 for the six month period ended March 30, 2001 as compared to the same period
 in fiscal 2000.  This increase is due to higher average borrowings.

 Other Income, Net.  Other income increased approximately $12,000 for the six
 month period ended March 30, 2001 as  compared to the same period in  fiscal
 2000.

 Income Tax Provision  (Benefit).  The  benefit  for  income taxes  increased
 approximately $1.2 million to  a benefit of $1.2  million in the six  months
 ended March 30, 2001  as compared to the  same period in  fiscal 2000.   Our
 effective tax rate decreased to 36.7% in the six month ended March 30,  2001
 as compared to 46.2% for the same period in fiscal 2000.

 Net Loss.  Net loss increased  approximately $2.0 million for the six  month
 period ended March 30, 2001 as compared  to the same period in fiscal  2000.
 Net loss  per share  increased to  $(0.27) from  $(0.01) for  the  six month
 period ended March 30, 2001 as compared  to the same period in fiscal  2000.
 The weighted average shares outstanding increased by approximately 9.5%  for
 the six month period ended March  30, 2001, respectively as compared to  the
 same period  in  fiscal  2000.   The  increase in  weighted  average  shares
 outstanding is primarily due to the sale of treasury stock to Emerson  Radio
 Corp.


 2000 Compared to 1999

      The following table summarizes  certain financial information  relating
 to our results of operations for  the fiscal years ended September 29,  2000
 and October 1, 1999:

                                         2000             1999
                                      -----------      -----------
           Net Revenues              $119,320,982     $112,879,817
           Gross Profit               $36,169,949      $37,282,908
           SG&A                       $34,865,452      $28,838,366
           Internet expenses           $1,136,149               --
           Nonrecurring charges          $605,000               --
           Net earnings (loss)        $(1,517,606)      $4,622,839

 Net Revenues.   Net revenues for  the fiscal year  ended September 29,  2000
 ("fiscal 2000") increased by approximately  $6.4 million (5.7%) as  compared
 to the fiscal year  ended October 1, 1999  ("fiscal 1999"). The increase  in
 net revenues reflected increases in  revenues associated primarily with  our
 team dealers,  fund-raising product  sales and  in-school and  out-of-school
 sales increases.

 Gross Profit.  Gross profit for fiscal 2000 decreased by approximately  $1.1
 million (3.0%) as compared to fiscal 1999.  As a percentage of net revenues,
 gross profit decreased to 31.9% in fiscal 2000 from 34.8% for fiscal 1999. A
 portion of  the decrease  in gross  profit is  due to  $500,000 in  one-time
 vendor rebates that were recorded during fiscal 1999.

 Selling,  General  and  Administrative  Expenses.    Selling,  general   and
 administrative expenses  for fiscal  2000  increased by  approximately  $6.0
 million (20.9%)  as  compared  to fiscal  1999.   As  a  percentage  of  net
 revenues, selling, general  and administrative expenses  increased to  30.8%
 for fiscal year 2000 as compared to  26.9% for fiscal 1999. The increase  in
 these expenses  as a  percentage of  net revenues  for fiscal  year 2000  as
 compared to fiscal year 1999 was primarily due to the following factors:

 (i.)  An  increase  in  payroll  and  related  costs  of approximately  $3.3
      million primarily as a result of the increased number of outside  sales
      employees, the  employees  of  companies  acquired  during  the  second
      quarter of the  prior year and  first quarter of  fiscal year 2000  and
      temporary help related to increased receivable collection efforts.

 (ii.) An increase in computer related expenses of approximately $1.1 million
      primarily as the result of higher operating costs of maintaining our IT
      system and support after the system was implemented.

 (iii.) An increase in depreciation and amortization expense of approximately
      $771,000.   This  is primarily  the  result of  hardware  and  software
      acquisitions  related  to  our  successful  implementation  of  our  IT
      information system.

 (iv.) An  increase  in  selling  and  promotional  expense  of approximately
      $539,000 primarily as a result of higher catalog expenses.

 (v.)  An increase  in  facility  related  expense of  $448,000.     This  is
      primarily due  to the  full year  impact of  the additional  facilities
      acquired during the second quarter of the prior year and the additional
      facilities acquired in first quarter of fiscal year 2000.

 Internet Expenses. We  incurred Internet related  expenses of  approximately
 $1.1 million for the year ended September 29, 2000.  These expenses  related
 to  significant  enhancements,  including  the  creation  of  shopping  cart
 capabilities and full integration with our SAP system.

 Nonrecurring Charges.  We  successfully  negotiated the  settlement  of  two
 lawsuits. Consequently, in  fiscal year  2000, we  recorded a  non-recurring
 charge related to these claims in the amount of $605,000.

 Operating Profit.  Operating profit decreased from a profit of $8.4  million
 in fiscal  1999 to  a loss  of $437,000  in fiscal  2000.   The decrease  in
 operating profit was due to reduced margins and increased SG&A expenses,  as
 described above.

 Interest  Expense.     Interest  expense   increased  in   fiscal  2000   by
 approximately $826,000 (69.0%) to $2.0 million  compared to $1.2 million  in
 fiscal 1999.   The  increase in  interest  expense resulted  from  increased
 overall levels of borrowing.  The higher borrowing levels were the result of
 the: (i.)  cash payments  for the  acquisitions of  Spaulding and  LAKCO  in
 October 1999;  (ii.)  stock repurchased  under  our stock  buyback  program;
 (iii.) cash paid for our IT/ERP, Internet system implementation and Internet
 development; and (iv.) funding the growth  of inventories. In addition,  our
 borrowing rates increased as a result of amendments to our credit agreement.

 Other Income, Net.  Other income  decreased approximately $46,000 in  fiscal
 2000 as compared to fiscal 1999.

 Income Tax  Provision  (Benefit). The  benefit  for income  taxes  increased
 approximately $3.6 million to  a benefit of $924,000  in fiscal 2000 from  a
 provision of $2.7 million in fiscal 1999.  Our effective tax rate  increased
 to 37.8% in fiscal 2000 from 36.8% in fiscal 1999.

 Net Earnings (Loss).  Net earnings decreased approximately $6.1 million to a
 net loss of $1.5 million in fiscal 2000 from net earnings of $4.6 million in
 fiscal 1999.  As a percentage of the net revenues, net earnings decreased to
 (1.4%) in fiscal 2000 from 4.3% in  fiscal 1999.  Earnings per share  before
 dilution from continuing operations decreased to $(0.21) per share in fiscal
 2000 from $0.63  per share  in fiscal  1999.   Fiscal year  2000 included  a
 decrease of approximately 5.9% in weighted average shares outstanding.

 Liquidity and Capital Resources

      Our working  capital decreased  approximately $1.4  million during  the
 fiscal year ended March 29,  2002, from $28.4 million  at March 30, 2001  to
 $27.0 million  at  March 29,  2002.   The  decrease  in working  capital  is
 primarily  a  result  of  a  decrease  of  approximately  $2.7  million   in
 inventories, an  increase  in  accrued  liabilities  of  approximately  $1.7
 million, and  a decrease  in cash  of  approximately $700,000.  The  working
 capital decreases  are partially  offset by  a  decrease in  trade  accounts
 payable of  $4.1 million.

      We have  a  credit agreement  with  Congress Financial  Corporation  to
 finance our working  capital requirements through  March 2004.   The  credit
 agreement provides for a $25 million revolving credit facility.   Borrowings
 under the  Credit  Agreement  are subject  to  an  accounts  receivable  and
 inventory collateral  base  and are  secured  by substantially  all  of  our
 assets.  We  are required to  maintain certain net  worth levels  and as  of
 March 29, 2002 we were in compliance with this requirement. As of March  29,
 2002, we had total available borrowings under our senior credit facility  of
 approximately $21.4  million  of  which  approximately  $16.8  million  were
 outstanding.

      We believe we can satisfy our short-term and long-term working  capital
 requirements to support  our current  operations from  borrowings under  our
 credit facility and cash flows from operations.

 The following table sets forth our contractual obligations at March 29, 2002
 for the periods shown:

                                Due in       Due in
                  Due within    two to       four to
                   one year  three years   five years  Thereafter     Total
                 ------------------------------------------------------------
 Notes payable   $   49,899  $16,940,846   $  25,202   $      --  $17,015,947
 Capital lease
  obligations        23,233       34,091          --          --       57,324
 Leases           1,935,988    2,472,415      16,085          --    4,424,488
                 ------------------------------------------------------------
 Total           $2,009,120  $19,447,352   $  41,287   $      --  $21,497,759
                 ============================================================

      On May 28, 1997, the Board  of Directors approved the repurchase of  up
 to 1,000,000 shares of our issued  and outstanding common stock in the  open
 market and/or privately negotiated transactions.   On October 28, 1998,  the
 Board of  Directors  approved  a  second repurchase  program  of  up  to  an
 additional 1,000,000 shares of  our issued and  outstanding common stock  in
 the open market and/or privately negotiated  transactions.  As of March  29,
 2002, we  repurchased  approximately  1,333,000 shares  of  our  issued  and
 outstanding common  stock  in  the  open  market  and  privately  negotiated
 transactions.    Any  future  purchases  will   be  subject  to  price   and
 availability of  shares, working  capital availability  and any  alternative
 capital spending  programs.   Our  bank  agreement currently  prohibits  the
 repurchase of any additional shares without the bank's prior consent.

      We do not currently have any material commitments for capital
 expenditures.

 Critical Accounting Policies

      Our discussion and analysis of our  financial condition and results  of
 operations are based upon our consolidated financial statements, which  have
 been prepared in accordance with accounting principles generally accepted in
 the United States.  The preparation of these financial statements require us
 to make estimates and judgements that affect the reported amounts of assets,
 liabilities, revenues and expenses.  We consider certain accounting policies
 related to inventories  and trade accounts  receivables, impairment of  long
 lived assets and valuation  of deferred tax assets  to be critical  policies
 due to the estimation processes involved in each.

 Inventories

      Inventories are  stated  at the  lower  of cost  or  market.   Cost  is
 determined using the first-in,  first-out and weighted-average cost  methods
 for items manufactured by us and  weighted-average cost for items  purchased
 for resale. The  inventory allowance for  obsolete or slow  moving items  is
 determined based upon our periodic assessment of the net realizable value of
 our inventory.  If actual market conditions are less favorable than those we
 have projected, additional inventory write-downs may be required.

 Trade Accounts Receivable

      We extend  credit  based upon  evaluations  of a  customer's  financial
 condition and provide  for any anticipated  credit losses  in our  financial
 statements based upon management's estimates and ongoing reviews of recorded
 allowances.   If   the  financial  conditions  of  our  customers  were   to
 deteriorate, resulting in an impairment of  their ability to make  payments,
 additional allowances may be required.

 Intangible Assets

      We have significant  intangible assets  related to  goodwill and  other
 acquired intangibles.  The determination  of related estimated useful  lives
 and  whether  or  not  these   assets  are  impaired  involves   significant
 judgements.     Changes  in   strategy   and/or  market   conditions   could
 significantly impact these  judgements and require  adjustments to  recorded
 asset balances.

 Income Taxes

      We record a valuation  allowance to reduce the  amount of our  deferred
 tax assets to the amount that is more likely than not to be realized.  While
 we have considered future taxable income and ongoing tax planning strategies
 in assessing the  need for  the valuation allowance,  in the  event that  we
 determined that we would be able to  realize our deferred tax assets in  the
 future in excess of the net  recorded amount, an adjustment to the  deferred
 tax asset would increase income in  the period such determination was  made.
 Likewise, if it were determined that we would not be able to realize all  or
 part of the  net deferred  tax asset  in the  future, an  adjustment to  the
 deferred  tax  asset  would  be  charged  to  income  in  the  period   such
 determination was made.

 Certain Factors that May Affect the  Company's Business or Future  Operating
 Results

      This report contains various forward looking statements and information
 that are based on our beliefs as well as assumptions made by and information
 currently  available  to  us.    When   used  in  this  report,  the   words
 "anticipate",  "believe",   "estimate",   "expect",   "predict",   "intend",
 "project" and similar expressions are  intended to identify forward  looking
 statements.  Such statements  are  subject to  certain  risks, uncertainties
 and  assumptions.  Should  one  or more  of  these  risks  or  uncertainties
 materialize,  or  should  underlying  assumptions  prove  incorrect,  actual
 results may vary materially from  those anticipated, expected or  projected.
 Among the key factors that may have a direct bearing on our results are  set
 forth below.

      Future trends  for  revenues  and  profitability  remain  difficult  to
 predict.  We continue to face many risks and uncertainties, including:

      1. general and specific market and economic conditions;
      2. reduced sales to the United States Government due to changes in
         Government spending;
      3. unanticipated disruptions or slowdowns;
      4. high fixed costs;
      5. competitive factors;
      6. risk of nonpayment of accounts receivable;
      7. foreign supplier related issues;
      8. use of deferred tax asset; and
      9. return to profitability.

      The general economic  condition in the  U.S. could  affect pricing  and
 availability  on  raw  materials  such   as  metals,  petroleum  and   other
 commodities used  in manufacturing  certain products  and certain  purchased
 finished goods  as well  as transportation  costs.   As announced  by  major
 freight carriers, including UPS, freight costs are increasing. If these cost
 increases continue, we will be forced to increase prices or recognize  lower
 margins.  Any material price increases to the customer could have an adverse
 effect on  revenues and  any  price increases  from  vendors could  have  an
 adverse effect on our costs.  Professional sports have a significant  impact
 on the market conditions for each individual sport.  Collective  bargaining,
 labor disputes, lockouts  or strikes by  a professional sport  (particularly
 Major League Baseball) could have a negative impact on our revenues.

      Sales to  the  U.S.  Government  have  declined  and  if  this  decline
 continues, it could adversely affect our results of operations.

      Our ability  to  provide high  quality  customer service,  process  and
 fulfill orders  and manage  inventory depends  on:  (i.) the  efficient  and
 uninterrupted  operation  of  our  call  center,  distribution  center   and
 manufacturing facilities and  our management information  systems and  (ii.)
 the timely performance of vendors, catalog printers and shipping  companies.
 Any material disruption  or slowdown in  the operation of  our call  center,
 distribution center,  manufacturing  facilities  or  management  information
 systems, or comparable  disruptions or slowdowns  suffered by our  principal
 service providers, could cause delays in our ability to receive, process and
 fulfill customer  orders  and may  cause  orders  to be  canceled,  lost  or
 delivered late, goods to be returned or receipt of goods to be refused.

      We ship approximately 70% of our  products using United Parcel  Service
 ("UPS").  A strike by UPS or any of our other major carriers could adversely
 affect our  results of  operations due  to  not being  able to  deliver  our
 products in a timely manner and using other more expensive freight carriers.
 UPS and the  International Brotherhood  of Teamsters  began negotiations  in
 late January 2002 on a new contract to replace the five year agreement  that
 expires on July 31, 2002.  No assurance  can be made that an agreement  will
 be reached.   Although we  have analyzed the  cost benefit  effect of  using
 other carriers, we  continue to utilize  UPS for the  majority of our  small
 package shipments.

      Operations and  maintenance of  our call  center, distribution  center,
 manufacturing  facilities   and  management   information  systems   involve
 substantial fixed costs. Paper and postage are significant components of our
 operating costs.  Catalog mailings  entail substantial  paper, postage,  and
 human resources costs, including costs associated with catalog  development.
 If net sales are substantially below expectations, our results of operations
 will be adversely affected.

      Paper-based packaging products, such as shipping cartons, constitute  a
 significant  element  of  distribution  expense.   Paper  prices  have  been
 historically volatile.  Future price increases could have a material adverse
 affect on our results of operations.  Postage for catalog mailings is also a
 significant element  of  our  operating  expense.   Postage  rates  increase
 periodically and can be expected to increase in the future.  There can be no
 assurance that  future increases  will not  adversely impact  our  operating
 margins.  We will be able to further  reduce our paper and postage costs  if
 we continue to migrate portions of  our business to the Internet because  we
 will be less reliant on paper catalogs.

      The institutional market  for sporting  goods and  leisure products  is
 highly competitive  and there  are no  significant  barriers to  enter  this
 market.  The size of this market has encouraged the entry of new competitors
 as well as increased competition from established companies.  We are  facing
 significant competition.  These competitors include large retail  operations
 that  also sell  to  the institutional  market,  other  catalog  and  direct
 marketing   companies,  team  dealers,  and  Internet  sellers.    Increased
 competition  could  result   in  pricing   pressures,  increased   marketing
 expenditures and loss  of market  share and  could have  a material  adverse
 effect on our results of operations.

      We continue to closely monitor orders  and the creditworthiness of  our
 customers. We have made allowances for the amount we believe to be  adequate
 to properly reflect  the risk  to accounts  receivable; however,  unforeseen
 market or economic conditions may compel us to increase the allowances.

      We derive a significant portion of our revenues from sales of  products
 purchased directly from foreign suppliers located primarily in the Far East.
 In addition, we believe foreign manufacturers  produce many of the  products
 we purchase  from domestic  suppliers.   We are  subject to  risks of  doing
 business abroad,  including delays  in  shipments, adverse  fluctuations  in
 foreign currency exchange  rates, increases in  import duties, decreases  in
 quotas, changes in custom  regulations, acts of  God (such as  earthquakes),
 war and  political turmoil.   The  occurrence  of any  one  or more  of  the
 foregoing could adversely affect our operations.

      The  amount  of  our  existing  net  deferred  tax  assets   considered
 realizable could be reduced in the near term if the successful execution  of
 tax planning strategies does not occur or estimates of future taxable income
 during the carryforward period are reduced.

      Our ability to return to profitability  is dependent on the success  of
 our revenue enhancement programs, manufacturing facilities restructuring and
 cost reductions.


 Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

      We own no  marketable securities nor  do we have  investments that  are
 subject to market risk.


 Item 8.   Financial Statements and Supplementary Data.


 Index to Financial Statements                                     Page
 -----------------------------                                     ----
 Report of Independent Auditors                                     22

 Consolidated Balance Sheets as of March 29, 2002,
   March 30, 2001, and September 29, 2000                           23

 Consolidated Statements of Operations for the Fiscal Year
   Ended March 29, 2002, the Six Months Ended March 30, 2001,
   and the Years Ended September 29, 2000, and October 1, 1999      24

 Consolidated Statements of Stockholders' Equity for the Fiscal
   Year Ended March 29, 2002 the Six Months Ended March 30, 2001
   and the Years Ended September 29, 2000, and October 1, 1999      25

 Consolidated Statements of Cash Flows for the Fiscal Year Ended
   March 29, 2002, the Six Months Ended March 30, 2001 and the
   Years Ended September 29, 2000, and October 1, 1999              26

 Notes to Consolidated Financial Statements                         27


<PAGE>

                        REPORT OF INDEPENDENT AUDITORS



 To the Board of Directors of Sport Supply Group, Inc.:

      We have audited the accompanying  consolidated balance sheets of  Sport
 Supply Group, Inc. and  subsidiaries as of March  29, 2002, March 30,  2001,
 and  September  29,  2000  and   the  related  consolidated  statements   of
 operations, stockholders' equity, and cash flows  for the fiscal year  ended
 March 29, 2002, the six month  period ended March 30,  2001 and each of  the
 two fiscal years  in the period  ended September 29,  2000. Our audits  also
 included the  financial  statement schedule  listed  in the  Index  at  Item
 14(a)(2). These financial statements and schedule are the responsibility  of
 the Company's management.   Our responsibility is to  express an opinion  on
 these financial statements and schedule based on our audits.

      We conducted our audits in accordance with auditing standards generally
 accepted in the  United States.   Those standards require  that we plan  and
 perform the audit to obtain reasonable assurance about whether the financial
 statements are free of material misstatement.  An audit includes  examining,
 on a test  basis, evidence  supporting the  amounts and  disclosures in  the
 financial statements.   An audit  also  includes  assessing  the  accounting
 principles used and  significant estimates made by  management,  as well  as
 evaluating the overall  financial statement presentation.   We believe  that
 our audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above
 present  fairly,  in  all  material  respects,  the  consolidated  financial
 position of Sport Supply Group, Inc. and subsidiaries as of March 29,  2002,
 March 30, 2001 and September 29, 2000, and the consolidated results of their
 operations and their cash  flows for the fiscal  year ended March 29,  2002,
 the six month period ended March 30, 2001  and each of the two fiscal  years
 in the  period  ended  September 29,  2000  in  conformity  with  accounting
 principles generally accepted in the United  States.  Also, in our  opinion,
 the related financial statement schedule, when considered in relation to the
 basic financial statements taken as a whole, presents fairly in all material
 respects the information set forth therein.

                                 ERNST & YOUNG LLP

 Dallas, Texas
 May 10, 2002

<PAGE>
<TABLE>

                   SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS


                                                         March 29,    March 30,   September 29,
                                                           2002          2001         2000
                                                       -----------   -----------   -----------
 <S>                                                  <C>           <C>           <C>
 CURRENT ASSETS :
  Cash and equivalents                                $    586,911     1,271,096       112,017
  Accounts receivable:
    Trade, less allowance for doubtful accounts
    of $524,000 at March 29, 2002, $929,000 at
    March 30, 2001 and $836,000 at Sept. 29, 2000       18,824,829    19,128,835    21,699,695
    Other                                                  235,008       287,866       727,830
  Inventories, net                                      18,368,392    21,050,539    19,853,059
  Other current assets                                     560,362       847,212     1,152,639
  Deferred tax assets                                    1,659,039     1,418,835     1,341,203
                                                       -----------   -----------   -----------
    Total current assets                                40,234,541    44,004,383    44,886,443
                                                       -----------   -----------   -----------
 DEFERRED CATALOG EXPENSES                               2,017,280     2,436,756     1,552,838

 PROPERTY, PLANT AND EQUIPMENT :
  Land                                                       8,663         8,663         8,663
  Buildings                                              1,605,102     1,605,102     1,605,102
  Computer Equipment & Software                         11,231,120    11,635,763    11,589,567
  Machinery and equipment                                6,358,546     6,397,134     6,402,708
  Furniture and fixtures                                 1,673,683     1,540,484     1,521,374
  Leasehold improvements                                 2,384,335     2,434,451     2,425,562
                                                       -----------   -----------   -----------
                                                        23,261,449    23,621,597    23,552,976
  Less -- Accumulated depreciation and amortization    (13,310,710)  (12,214,075)  (11,131,183)
                                                       -----------   -----------   -----------
                                                         9,950,739    11,407,522    12,421,793
                                                       -----------   -----------   -----------

 DEFERRED TAX ASSETS                                     3,841,186     4,081,390     2,866,910

 COST IN EXCESS OF NET ASSETS ACQUIRED,
  less accumulated amortization of $2,171,000 at
  March 29, 2002, $1,887,000 at March 30, 2001,
  and $1,745,000 at Sept. 29, 2000                       7,442,432     7,726,516     7,867,222

 TRADEMARKS
  less accumulated amortization of $1,114,000 at
  March 29, 2002, $1,646,000 at March 30, 2001,
  and $1,547,000 at Sept. 29, 2000                       3,044,888     3,192,523     3,235,996

 OTHER ASSETS
  less accumulated amortization of $589,000 at
  March 29, 2002 $655,000 at March 30, 2001,
  and $451,000 at Sept. 29, 2000                           775,839       735,254       855,613
                                                       -----------   -----------   -----------
                                                      $ 67,306,905  $ 73,584,344  $ 73,686,815
                                                       ===========   ===========   ===========

 CURRENT LIABILITIES :
  Accounts payable                                       9,532,407    13,613,835     9,871,068
  Other accrued liabilities                              3,652,310     1,929,357     2,604,680
  Notes payable and capital lease
    obligations, current portion                            73,132        78,604     1,639,458
                                                       -----------   -----------   -----------
      Total current liabilities                         13,257,849    15,621,796    14,115,206
                                                       -----------   -----------   -----------

 NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS,
  net of current portion                                17,000,139    17,333,451    19,034,345

 COMMITMENTS AND CONTINGENCIES

 STOCKHOLDERS' EQUITY :
  Preferred stock, par value $0.01, 100,000 shares
    authorized, no shares outstanding                            -             -             -
  Common stock, par value $0.01, 20,000,000 shares
    authorized, 9,362,397, 9,359,759, 9,350,731
    shares issued at March 29, 2002, March 30, 2001,
    and Sept. 29, 2000  8,917,244, 8,914,606, and
    7,275,949 shares outstanding at March 29, 2002,
    March 30, 2001, and Sept. 29, 2000                      93,624        93,598        93,507
  Additional paid-in capital                            48,101,331    48,099,109    59,785,587
  Accumulated deficit                                   (7,344,756)   (3,762,328)   (1,639,813)
  Treasury stock, at cost, 445,153, at March 29,
    2002 and March 30, 2001, and 2,074,782 at
    Sept. 29, 2000                                      (3,801,282)   (3,801,282)  (17,702,017)
                                                       -----------   -----------   -----------
                                                        37,048,917    40,629,097    40,537,264
                                                       -----------   -----------   -----------
                                                      $ 67,306,905  $ 73,584,344  $ 73,686,815
                                                       ===========   ===========   ===========


 The accompanying notes are an integral part of these financial statements.

</TABLE>
<PAGE>
<TABLE>

                  SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS
 For The Year Ended March 29, 2002, The Six Month Period Ended March 30, 2001,
      The Year Ended September 29 2000, and The Year Ended October 1, 1999


                                    ------------   ------------   -----------   -----------
                                        2002           2001          2000           1999
                                    ------------   ------------   -----------   -----------
 <S>                               <C>            <C>            <C>           <C>
 Net revenues                      $ 103,601,428  $  50,336,524  $119,320,982  $112,879,817

 Cost of sales                        74,106,243     36,400,525    83,151,033    75,596,909
                                    ------------   ------------   -----------   -----------
  Gross profit                        29,495,185     13,935,999    36,169,949    37,282,908

 Selling, general and
   administrative expenses            31,928,924     15,775,650    34,865,452    28,838,366
 Internet expenses                       355,766        317,808     1,136,149             -
 Nonrecurring charges                          -        253,239       605,000             -
                                    ------------   ------------   -----------   -----------
 Earnings (loss) before interest,
   other income, and taxes            (2,789,505)    (2,410,698)     (436,652)    8,444,542

 Interest expense                       (985,509)      (957,270)   (2,021,763)   (1,196,112)

 Other income, net                       192,586         14,400        16,924        62,738
                                    ------------   ------------   -----------   -----------
 Earnings (loss) before provision
   for income taxes                   (3,582,428)    (3,353,568)   (2,441,491)    7,311,168

 Income tax provision (benefit)                -     (1,231,053)     (923,885)    2,688,329
                                    ------------   ------------   -----------   -----------
 Net earnings (loss)               $  (3,582,428) $  (2,122,515) $ (1,517,606) $  4,622,839
                                    ============   ============   ===========   ===========
 Earnings (loss) per share:

   Net earnings (loss) - basic     $       (0.40) $       (0.27) $      (0.21) $       0.63
                                    ============   ============   ===========   ===========
   Net earnings (loss) - diluted   $       (0.40) $       (0.27) $      (0.21) $       0.60
                                    ============   ============   ===========   ===========
 Weighted average number of common
   shares outstanding - basic          8,917,244      7,963,989     7,272,570     7,390,274
                                    ============   ============   ===========   ===========
 Weighted average number of common
   shares outstanding - diluted        8,917,244      7,963,989     7,272,570     7,727,777
                                    ============   ============   ===========   ===========


 The accompanying notes are an integral part of these financial statements.

</TABLE>
<PAGE>
<TABLE>

                  SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 For The Year Ended March 29, 2002, The Six Month Period Ended March 30, 2001,
      The Year Ended September 29, 2000, and The Year Ended October 1, 1999


                                        Common Stock       Additional                    Treasury Stock
                                     -------------------    Paid in    Accumulated   -----------------------
                                      Shares     Amount     Capital      Deficit       Shares      Amount         Total
                                     ---------   -------   ----------   ----------   ---------   -----------    ----------
 <S>                                 <C>        <C>       <C>          <C>           <C>        <C>            <C>
 Balance, October 2, 1998            9,243,195  $ 92,432  $59,100,187  $(4,745,046)  1,488,492  $(13,269,861)  $41,177,712

 Issuances of common stock upon
   exercises of outstanding options     81,445       814      598,071                                              598,885
 Issuances of common stock               8,601        86       73,036                                               73,122
 Purchase of treasury stock                                                            595,900    (4,603,987)   (4,603,987)
 Reissuances of treasury shares                               (27,910)                 (25,050)      267,496       239,586
 Net earnings (comprehensive income)                                     4,622,839                               4,622,839
                                     ---------   -------   ----------   ----------   ---------   -----------    ----------
 Balance, October 1, 1999            9,333,241  $ 93,332  $59,743,384  $  (122,207)  2,059,342  $(17,606,352)  $42,108,157
                                     ---------   -------   ----------   ----------   ---------   -----------    ----------

 Issuances of common stock upon
   exercises of outstanding options      5,000        50                                                                50
 Issuances of common stock              12,490       125       51,503                                               51,628
 Purchase of treasury stock                                                             16,420      (112,437)     (112,437)
 Reissuances of treasury shares                                (9,300)                    (980)       16,772         7,472
 Net loss (comprehensive loss)                                          (1,517,606)                             (1,517,606)
                                     ---------   -------   ----------   ----------   ---------   -----------    ----------
 Balance, September 29, 2000         9,350,731  $ 93,507  $59,785,587  $(1,639,813)  2,074,782  $(17,702,017)  $40,537,264
                                     ---------   -------   ----------   ----------   ---------   -----------    ----------

 Issuances of common stock               9,028        91       14,257                                               14,348
 Sale of treasury shares                                  (11,700,735)              (1,629,629)   13,900,735     2,200,000
 Net loss (comprehensive loss)                                          (2,122,515)                             (2,122,515)
                                     ---------   -------   ----------   ----------   ---------   -----------    ----------
 Balance, March 30, 2001             9,359,759  $ 93,598  $48,099,109  $(3,762,328)    445,153  $ (3,801,282)  $40,629,097
                                     ---------   -------   ----------   ----------   ---------   -----------    ----------

 Issuances of common stock               2,638        26        2,222                                                2,248
 Net loss (comprehensive loss)                                          (3,582,428)                             (3,582,428)
                                     ---------   -------   ----------   ----------   ---------   -----------    ----------
 Balance, March 29, 2002             9,362,397  $ 93,624  $48,101,331  $(7,344,756)    445,153  $ (3,801,282)  $37,048,917
                                     =========   =======   ==========   ==========   =========   ===========    ==========


 The accompanying notes are an integral part of these financial statements.

</TABLE>
<PAGE>
<TABLE>

                  SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
 For The Year Ended March 29, 2002, The Six Month Period Ended March 30, 2001,
      The Year Ended September 29 2000, and The Year Ended October 1, 1999


                                                              2002          2001          2000          1999
                                                          -----------   -----------   -----------   -----------
 <S>                                                     <C>           <C>           <C>           <C>
 CASH FLOWS FROM OPERATING ACTIVITIES :
   Net earnings (loss)                                   $ (3,582,428) $ (2,122,515) $ (1,517,606) $  4,622,839
   Adjustments to reconcile net earnings (loss) to net
       cash provided by (used in) operating activities:
     Depreciation and amortization                          2,572,600     1,556,419     2,855,172     2,072,117
     Provision for allowances for accounts receivable         351,306       220,884       319,025       411,512
     Changes in assets and liabilities:
       (Increase) decrease in accounts receivable               5,558     2,789,939     1,902,706    (6,602,602)
       (Increase) decrease in inventories                   2,682,147    (1,197,480)     (565,986)   (3,039,248)
       (Increase) decrease in deferred catalog expenses
         and other current assets                             706,326      (578,491)      284,757        57,542
       Increase (decrease) in accounts payable             (4,081,428)    3,742,767     1,161,798       602,636
       (Increase) decrease in deferred taxes                 (240,204)      (77,632)     (279,015)     (157,870)
       Increase (decrease) in accrued liabilities           1,722,953      (675,323)      170,301    (1,012,097)
       (Increase) decrease in other assets                   (187,490)     (140,580)     (284,426)      132,638
       (Increase) decrease in noncurrent deferred
         tax assets                                           240,204    (1,214,480)     (765,671)    2,557,950
                                                          -----------   -----------   -----------   -----------
   Net cash provided by (used in) operating activites         189,544     2,303,508     3,281,055      (354,583)
                                                          -----------   -----------   -----------   -----------

 CASH FLOWS FROM INVESTING ACTIVITIES :
   Acquisitions of property, plant & equipment               (537,194)      (97,030)   (2,025,608)   (6,438,359)
   Payments for acquisitions, net of cash acquired                  -             -      (854,093)   (4,260,100)
   Proceeds from sale of investments                                -             -             -        23,891
                                                          -----------   -----------   -----------   -----------
   Net cash used in investing activities                     (537,194)      (97,030)   (2,879,701)  (10,674,568)
                                                          -----------   -----------   -----------   -----------

 CASH FLOWS FROM FINANCING ACTIVITIES :
   Proceeds from issuances of notes payable                         -    17,134,214     2,205,620    21,099,089
   Payments of notes payable and capital
     lease obligations, net                                  (338,784)  (20,395,961)   (2,643,581)   (7,211,099)
   Proceeds from common stock issuances                         2,248     2,214,348        59,150       911,593
   Purchase of treasury stock                                       -             -      (112,437)   (4,603,987)
                                                          -----------   -----------   -----------   -----------
   Net cash (used in) provided by financing activities       (336,536)   (1,047,399)     (491,248)   10,195,596
                                                          -----------   -----------   -----------   -----------
 NET CHANGE IN CASH AND EQUIVALENTS                          (684,186)    1,159,079       (89,894)     (833,555)

 Cash and equivalents, beginning of period                  1,271,096       112,017       201,911     1,035,466
                                                          -----------   -----------   -----------   -----------
 Cash and equivalents, end of period                     $    586,910  $  1,271,096  $    112,017  $    201,911
                                                          ===========   ===========   ===========   ===========


 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION :

 Cash paid during the period for interest                $    986,297  $    824,353  $  2,169,859  $  1,181,529
                                                          ===========   ===========   ===========   ===========
 Cash paid during the period for income taxes            $     55,287  $     73,435  $    204,455  $    160,000
                                                          ===========   ===========   ===========   ===========

 We acquired the assets of certain entities. In
   connection with these acquisitions, liabilities were
   assumed as follows:
      Fair value of assets acquired                      $          -  $          -  $  1,968,685  $  8,296,490
      Cash paid for the acquisitions, net                           -             -      (854,093)   (4,260,100)
      Debt issued for the acquisitions                              -             -      (275,000)     (700,000)
                                                          -----------   -----------   -----------   -----------
      Liabilities assumed                                $          -  $          -  $    839,592  $  3,336,390
                                                          ===========   ===========   ===========   ===========

 The accompanying notes are an integral part of these financial statements.

</TABLE>
<PAGE>

                  SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                March 29, 2002


 1.   BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

 Background

      Sport Supply Group, Inc. ("SSG") was incorporated in 1982.  The  assets
 of the Sports & Recreation Division  of Aurora Electronics, Inc. (f/k/a  BSN
 Corp., "Aurora") were contributed  to us effective  September 30, 1988.   We
 were a wholly-owned subsidiary of Aurora before our initial public  offering
 in April 1991.  Effective March 2001, Sport Supply Group, Inc is a majority-
 owned subsidiary of  Emerson Radio Corp.   Our financial  statements do  not
 include any purchase  accounting adjustments to  reflect our acquisition  by
 Emerson Radio Corp.  Our operations  are all within one financial  reporting
 segment: manufacturing and marketing of sports related equipment and leisure
 products to institutional customers  in the United  States.  We  manufacture
 many of  the products  we sell.   Manufactured  items include,  but are  not
 limited to: 1.)  Tennis, volleyball, and  other sports nets;  2.) Steel  and
 aluminum construction  items, such  as soccer  and field  hockey goals;  3.)
 track and field equipment; and 4.) Gymnastic equipment and exercise mats.

 Principles of Consolidation and Basis of Presentation

      The consolidated financial statements include  the accounts of SSG  and
 our wholly owned subsidiaries, Athletic Training Equipment Company, Inc.,  a
 Delaware corporation ("ATEC") and  Sport Supply Group  Asia Limited, a  Hong
 Kong  corporation  ("SSGA").  All  significant  intercompany  accounts   and
 transactions  have  been  eliminated  in  consolidation.   The  consolidated
 financial statements also include estimates and assumptions made by us  that
 affect the reported amounts of assets and liabilities, the reported  amounts
 of revenues and expenses,  provisions for and  the disclosure of  contingent
 assets and liabilities.  Actual results  could materially differ from  those
 estimates.

      Certain financial  information  for  previous  fiscal  years  has  been
 reclassified to conform to the fiscal 2002 presentation.

 Change in Fiscal Year

      In May 2001, we changed our financial reporting year end from September
 30 to March  31.  Accordingly,  the fiscal year  ended March 30,  2001 is  a
 transition period consisting of six months.  We operate on a 52/53 week year
 ending on  the  Friday  closest to  March  31.   All  twelve  month  periods
 reflected in the consolidated statements of operations consist of 52  weeks.
 The six month period ended March 30, 2001 consisted of 26 weeks.

 Inventories

      Inventories are  stated  at the  lower  of cost  or  market.   Cost  is
 determined using the first-in,  first-out and weighted-average cost  methods
 for items manufactured by us and  weighted-average cost for items  purchased
 for resale.  As of March 29, 2002,  March 30, 2001, and September 29,  2000,
 inventories consisted of the following:


 Inventory Data:                  Mar. 29, 2002  Mar. 30, 2001  Sept. 29, 2000
 ---------------                    ----------     ----------      ----------
 Raw materials                     $ 2,153,634    $ 3,727,855     $ 3,300,001
 Work-in-process                       257,653        376,683         536,550
 Finished and purchased goods       17,121,730     18,226,706      17,148,643
                                    ----------     ----------      ----------
 Inventory, Gross                   19,533,017     22,331,244      20,985,194
 Less inventory allowance for
   obsolete or slow moving items    (1,164,625)    (1,280,705)     (1,132,135)
                                    ----------     ----------      ----------
 Inventory, Net                    $18,368,392    $21,050,539     $19,853,059
                                    ==========     ==========      ==========

      The inventory allowance for obsolete or slow moving items is determined
 based upon  our periodic  assessment  of the  net  realizable value  of  our
 inventory.  As of March  29, 2002, March 30,  2001, and September 29,  2000,
 approximately 23%, 30%, and 28%,  respectively, of total ending  inventories
 were products manufactured by us with  the balance being products  purchased
 from outside suppliers.  Sales of products manufactured by us accounted  for
 approximately 26%, 30%, 31%, and 36%  of total net revenues in fiscal  2002,
 2001, 2000, and 1999, respectively.

 Accounts Receivable and Concentration of Credit Risk

      Financial instruments that potentially  subject us to concentration  of
 credit risk are accounts receivable.  Accounts receivable represent sales of
 sporting goods and  leisure products  to all  levels of  public and  private
 schools, colleges,  universities,  and  military  academies,  municipal  and
 governmental  agencies,   military  facilities,   churches,  clubs,   camps,
 hospitals, youth sport leagues,  nonprofit organizations, team dealers,  and
 certain other  retailers.  We  did not  have any  individual customers  that
 accounted for more than 10% of  outstanding accounts receivable as of  March
 29, 2002, March 30, 2001, or September 29, 2000.  The majority of our  sales
 are to publicly funded institutional customers.  We extend credit based upon
 evaluations  of  a  customer's  financial  condition  and  provide  for  any
 anticipated  credit   losses  in   our  financial   statements  based   upon
 management's estimates  and ongoing  reviews  of recorded  allowances.   The
 allowance for doubtful  accounts was approximately  $524,000, $929,000,  and
 $836,000 as  of March  29, 2002,  March 30,  2001, and  September 29,  2000,
 respectively.

 Advertising and Deferred Catalog Expenses

      We expense the production costs of advertising as incurred, except  for
 production costs related  to direct-response  advertising activities,  which
 are capitalized.  Direct response advertising consists primarily of catalogs
 that include  order forms  for our  products.   Production costs,  primarily
 printing and  postage,  associated with  catalogs  are amortized  using  the
 straight-line method over twelve months which approximates average usage  of
 the catalogs produced.  Our advertising  expenses for the fiscal year  ended
 March 29, 2002, the six  month period ended March  30, 2001, and the  fiscal
 years ended  September 29,  2000 and  October  1, 1999,  were  approximately
 $3,026,000, $1,312,000, $4,122,000, and $3,571,000, respectively.

 Internet Expenses

      We expense the operating and development costs of our Internet websites
 as incurred.  Hardware and related software modules that interface with  our
 SAP AS/400  system  are  capitalized and  subsequently  amortized  over  the
 remaining estimated useful life of the assets.

 Property, Plant, and Equipment

      Property, plant and equipment are stated  at cost and depreciated  over
 the estimated useful  lives of the  related assets  using the  straight-line
 method.   Leasehold improvements  and property  and equipment  leased  under
 capital lease obligations are amortized over the terms of the related leases
 or  their  estimated  useful  lives,  whichever is  shorter.   The  cost  of
 maintenance and  repairs  is charged  to  expense as  incurred.  Significant
 renewals and betterments are capitalized and depreciated over the  remaining
 estimated useful lives of the related assets.

      Depreciation of  property,  plant  and equipment  is  provided  by  the
 straight-line method as follows:

           Buildings                               Thirty to forty years
           Machinery and Equipment                 Five years to ten years
           Computer Equipment and Software         Three years to ten years
           Furniture and Fixtures                  Five years
           Leasehold Improvements                  Remaining lease term

 Intangible Assets

      Cost in excess of net assets  acquired relates to acquisitions made  by
 us. Trademarks and servicemarks relate to costs incurred in connection  with
 the licensing agreements for the use of certain trademarks and  servicemarks
 in conjunction with the sale of  our products.  Other intangible assets  are
 classified as other assets and consist principally of patents.

      Amortization of  intangible assets  is  provided by  the  straight-line
 method as follows:

      Cost in excess of net assets acquired   Principally thirty to
                                                forty years
      Trademarks and servicemarks             Five to forty years
      Patents                                 Seven to eleven years

      We periodically  assess the  recoverability of  the carrying  value  of
 intangible  assets  in   relation  to  projected   earnings  and   projected
 undiscounted  cash  flows.    Based  on  our  assessment,  we  believe   our
 investments in intangible assets are fully realizable as of March 29, 2002.

      The cost of intangible assets and related accumulated amortization  are
 removed from  our  accounts during  the  year  in which  they  become  fully
 amortized.

 Income Taxes

      Deferred tax assets and liabilities are determined quarterly based upon
 the estimated future  tax effects  of the differences  in the  tax bases  of
 existing assets and liabilities and the related financial statement carrying
 amounts, using  currently enacted  tax laws  and  rates in  accordance  with
 Statement of Financial Accounting Standards No. 109,  "Accounting for Income
 Taxes" (See Note 4).

 Net Earnings (Loss) Per Share of Common Stock

      Net earnings  (loss) per  share  of common  stock  are based  upon  the
 weighted average number of common and common equivalent shares  outstanding.
 Outstanding stock options and common stock purchase warrants are treated  as
 common stock equivalents when dilution results from their assumed exercise.

 Revenue Recognition

      Our policy  is to  recognize revenue  upon shipment  of inventory,  and
 record an  estimate against  revenues for  possible returns  based upon  our
 historical return rate.  Subject to certain limitations, customers have  the
 right to return product within 30 days if they are not completely satisfied.
 We believe  sales  are final  upon  shipment  of inventory  based  upon  the
 following criteria under SFAS 48 and SAB 101:

 - Our price to our customers is fixed at the time an order is placed.

 - The customers have paid, or are obligated to pay, us.

 - The customers' obligation  to pay does not change  in the event of  theft,
   damaged product, etc. (A claim must be filed to issue credit.)

 - Customers  are  verified   through  credit  investigations  for   economic
   substance before products are shipped.

 - We are not obligated for future performance to any of our customers.

 - Future returns can be reasonably estimated based on historical data.


 Recent Pronouncements

      In  August  2001,  the  Financial  Accounting  Standards  Board  issued
 Statement No. 144, "Accounting for the Impairment or Disposal of  Long-Lived
 Assets" (SFAS  No.  144).   This  statement supersedes  Statement  No.  121,
 "Accounting for  the  Impairment of  Long-Lived  Assets and  for  Long-Lived
 Assets to be Disposed of" (SFAS No. 121), but carries over the key  guidance
 from SFAS No.  121 in  establishing the  framework for  the recognition  and
 measurement of long-lived  assets to be  disposed of by  sale and  addresses
 significant implementation issues.   SFAS No.  144 is  effective for  fiscal
 years beginning after December 15, 2001, with early adoption permitted.   We
 are in the process of evaluating the effects this statement will have on our
 financial reporting and disclosures.

      In June 2001, the Financial Accounting Standards Board issued Statement
 No. 142, "Goodwill and Other Intangible  Assets" (SFAS 142), which  requires
 that goodwill not be amortized but instead be tested for impairment at least
 annually by reporting unit.   We have adopted  SFAS 142 effective March  30,
 2002.  We are still in the process of evaluating the relevant provisions  of
 SFAS 142 and have not yet determined whether SFAS 142 will have an immediate
 effect on the financial statements upon  adoption.  However amortization  of
 goodwill, which amounted to  approximately  $284,000  for fiscal year  ended
 March 29, 2002,  before any tax  effects, will cease  upon adoption of  SFAS
 142.

      On September 30, 2000, we adopted the provisions of the Emerging Issues
 Task Force, EITF 00-10, Accounting for Shipping and Handling Fees and Costs.
 Prior to September 30, 2000, we netted shipping fees against shipping costs.
 The net  difference  was included  in  cost  of sales  in  our  consolidated
 statements of operations.   The provisions  of EITF 00-10  provide that  all
 amounts billed to a customer in  a sale transaction related to shipping  and
 handling, if  any, represent  revenues earned  for  the goods  provided  and
 should be classified as revenue.   Accordingly, we have classified  shipping
 and handling fees as revenues in  our consolidated statements of  operations
 for the  fiscal year  ended March  29,  2002.   Previous periods  have  been
 restated to conform to fiscal 2002 presentation.


 2.   STOCKHOLDERS' EQUITY:

 Stock Options

      We maintain a stock option plan that provides up to 2,000,000 shares of
 common stock  for awards  of incentive  and non-qualified  stock options  to
 directors and employees.  Under the stock option plan, the exercise price of
 options will not  be less than:  (i.) the fair  market value  of the  common
 stock at the date of grant; or (ii.) not  less than 110% of the fair  market
 value for  incentive stock  options granted  to certain  employees, as  more
 fully described in  the Amended  and Restated  Stock Option  Plan.   Options
 expire ten years from the grant date, or five years from the grant date  for
 incentive stock options granted to certain  employees, or such earlier  date
 as determined by the Board  of Directors of the  Company (or a Stock  Option
 Committee comprised of members of the Board of Directors).

      The following table  contains transactional data  for our stock  option
 plan.
                                                         Exercise Price or
   Stock Option Plan                  Shares            Weighted Avg. Price
   -----------------                 ---------          -------------------
 Outstanding at October 2, 1998        860,286                 $7.30

 Granted                               328,625                 $8.52
 Exercised                             (81,445)                $6.63
 Forfeited                             (19,667)                $6.75
                                     ---------          -------------------
 Outstanding at October 1, 1999      1,087,799                 $7.695

 Granted                                44,375                 $7.43
 Exercised                              (5,000)                $6.50
 Forfeited                            (199,308)                $7.90
                                     ---------          -------------------
 Outstanding at September 29, 2000     927,866                 $7.64

 Granted                                 9,375                 $1.46
 Exercised                                  --                    --
 Forfeited                             (30,312)                $7.87
                                     ---------          -------------------
 Outstanding at March 30, 2001         906,929                 $7.65

 Granted                                29,375                 $1.30
 Exercised                                  --                    --
 Forfeited                             (10,125)                $8.09
                                     ---------          -------------------
 Outstanding at March 29, 2002         926,179                 $7.45
                                     =========          ===================



          Stock Options Outstanding                  Stock Options Exercisable
             as of Mar. 29, 2002                        as of Mar. 29, 2002
 --------------------------------------------------     --------------------
                             Wtd. Avg.    Wtd. Avg.                Wtd. Avg.
     Range of                 Remaining   Exercise                 Exercise
 Exercise Prices    Shares      Life       Price        Shares       Price
 ---------------  ---------   ---------    ------       -------      -----
 $0.95  -  $9.44   926,179    5.8 years     $7.45       896,178      $7.57


      All options granted under the stock  option plan during the year  ended
 March 29, 2002, six month period ended  March 30, 2001, and the years  ended
 September 29, 2000 and October 1, 1999  were at exercise prices equal to  or
 greater than the fair market value of our stock on the date of the grant.

      In addition to options  granted pursuant to the  stock option plan,  we
 periodically grant options to purchase shares  of our common stock that  are
 not reserved for issuance under the stock option plan ("non-plan  options").
 Such exercise prices were equal to or greater than the fair market value  of
 our common  stock on  the dates  of grant.   At  March 30,  2001 there  were
 options to acquire 100,000 shares of  common stock for $6.88 per share  that
 were  issued  outside  the plan.   These options  expired  on May  3,  2001,
 unexercised.

      As of March 29, 2002, there were a total of 926,179 options outstanding
 with exercise prices ranging from $0.95 per share to $9.44 per share.  As of
 March 29, 2002, 896,178 of the  total options outstanding were fully  vested
 with 30,001 vesting through April  2003.  As of  March 30, 2001, 921,094  of
 the total options outstanding were fully vested with 85,835 options  vesting
 through November  2002.   As of  September 29,  2000, 875,781  of the  total
 options outstanding were fully vested  with 152,085 options vesting  through
 November  2002.   As  of  October 1,  1999,  there  were  1,187,799  options
 (including non-plan options) outstanding  with exercise prices ranging  from
 $6.125 per share to $9.44 per share.  As of October 1, 1999, 630,712 of  the
 total options outstanding  were fully  vested with  557,087 options  vesting
 through July  2002.   As of  October  2, 1998,  there were  960,286  options
 (including non-plan options) outstanding with exercise princes ranging  from
 $5.60 per share to $8.38 per share.

      Pro forma information regarding net income and net income per share has
 been determined as if we had accounted for employee stock options subsequent
 to December 31, 1995 under the fair value method.  The fair value for  those
 options was estimated  at the  date of  grant using  a Black-Scholes  option
 pricing model with the following weighted  average assumptions:  (i.)  risk-
 free interest rates of  4.15%, 4.29%, 5.93% and  5.63% in 2002, 2001,  2000,
 and 1999 respectively;  (ii.) dividend  yield of  0% for  all years;  (iii.)
 expected volatility of 39%, 55%, 49%, and 30% in 2002, 2001, 2000 and  1999,
 respectively; and (iv.) weighted average expected life for each option of  3
 years.  The weighted average fair value of employee stock options granted in
 2002, 2001, 2000, and 1999 are $0.41, $0.59, $2.41 and $2.34, respectively.

<PAGE>
<TABLE>
      For purposes of pro forma disclosures, the estimated fair value of  the
 options is  amortized to  expense over  the vesting  period; therefore,  our
 proforma effect will not be fully realized until the completion of one  full
 vesting cycle.  Our pro forma information is as follows:


                                      For the Fiscal    For the Six      For the Fiscal     For the Fiscal
                                        Year Ended      Months Ended       Year Ended         Year Ended
                                      Mar. 29, 2002     Mar. 30, 2001    Sept. 29, 2000      Oct. 1, 1999
                                        ----------        ----------        ----------         ---------
 <S>                                   <C>               <C>               <C>                <C>
 Net income (loss):
    As reported                        $(3,582,428)      $(2,122,515)      $(1,517,606)       $4,622,839
    Pro forma                          $(3,593,138)      $(2,390,606)      $(1,988,647)       $4,119,255

 Earnings (loss) per share:

 As reported - basic                        $(0.40)           $(0.27)           $(0.21)            $0.63
 As reported - diluted                      $(0.40)           $(0.27)           $(0.21)            $0.60


 Pro forma earnings (loss) - basic          $(0.40)           $(0.30)           $(0.27)            $0.56
 Pro forma earnings (loss) - diluted        $(0.40)           $(0.30)           $(0.27)            $0.53

</TABLE>


 Repurchase of Common Stock

      On May 28, 1997, we approved  the repurchase of up to 1,000,000  shares
 of our  issued  and outstanding  common  stock  in the  open  market  and/or
 privately negotiated transactions. On October 28, 1998, we approved a second
 repurchase program of up to an additional 1,000,000 shares of our issued and
 outstanding common  stock in  the open  market and/or  privately  negotiated
 transactions.  As of March 30,  2001 we repurchased approximately  1,333,000
 shares of our  issued and outstanding  common stock in  the open market  and
 privately negotiated transactions.  Any future purchases will be subject  to
 price and availability of  shares, working capital  availability and any  of
 our alternative  capital spending  programs.  Our bank  agreement  currently
 prohibits the repurchase of any additional  shares without the bank's  prior
 consent.

<PAGE>
<TABLE>
 Net Earnings Per Common Share

      The following table  sets forth the  computation of  basic and  diluted
 earnings per share:

                                              For the Six
                           For the Fiscal    Month  Period      For the Fiscal    For the Fiscal
                             Year Ended          Ended            Year Ended        Year Ended
                           Mar. 29, 2002     Mar. 30, 2001      Sept. 29, 2000     Oct. 1, 1999
                             ----------        ----------          ---------         ---------
 <S>                        <C>               <C>                 <C>               <C>
 Numerator:

 Net earnings (loss)        $(3,582,428)      $(2,122,515)       $(1,517,606)       $4,622,839
                             ==========        ==========          =========         =========
 Denominator:

 Weighted average
   shares outstanding         8,917,244         7,963,989          7,272,570         7,390,274

 Effect of dilutive
   securities:
      Warrants                       --                --                 --           148,577
      Employee stock options         --                --                 --           188,926
                             ----------        ----------          ---------         ---------

 Adjusted weighted
   average shares and
   assumed conversions        8,917,244         7,963,989          7,272,570         7,727,777
                             ==========        ==========          =========         =========
 Per Share Calculations:

 Basic earnings
   (loss) per share              $(0.40)           $(0.27)            $(0.21)            $0.63
                             ==========        ==========          =========         =========
 Diluted earnings
   (loss) per share              $(0.40)           $(0.27)            $(0.21)            $0.60
                             ==========        ==========          =========         =========

 Securities excluded
   from weighted average
   shares diluted because
   their effect would be
   antidilutive                 926,179         2,006,929          2,027,866                --

</TABLE>
<PAGE>


 3.   NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS:

<TABLE>
      As of March  29, 2002,  March 30, 2001  and September  29, 2000,  notes
 payable and capital lease obligations consisted of the following:

                                                          2002           2001           2000
                                                       ----------     ----------     ----------
 <S>                                                  <C>            <C>            <C>
 Note payable under revolving line of credit,
   interest ranging from prime minus 0.25% to prime
   plus 1.0% (4.75% at Mar. 29, 2002, 8.50% at Mar.
   30, 2001, and 8.53% - 10.50% at Sept. 29, 2000)
   and LIBOR (4.35% at Mar. 29, 2002) due Mar. 27,
   2004 and collateralized by substantially all       $16,838,905    $17,088,314    $17,804,126
   assets.

 Term loan, paid in full January 15, 2001                      --             --      2,500,000

 Promissory note, paid in full December 20, 2001               --             --         79,214

 Capital lease obligation, interest at 9%, payable
   in annual installments of principal and interest
   Totaling $55,000 through August 2005.                  158,682        196,038        196,038

 Other                                                     75,684        127,703         94,425
                                                       ----------     ----------     ----------
      Total                                            17,073,271     17,412,055     20,673,803
 Less - current portion                                   (73,132)       (78,604)    (1,639,458)
                                                       ----------     ----------     ----------
      Long-term debt and capital lease
        obligations, net                              $17,000,139    $17,333,451    $19,034,345
                                                       ==========     ==========     ==========
</TABLE>

 Credit Facilities

      We  have  a  Loan  and  Security  Agreement  with  Congress   Financial
 Corporation to finance our working capital requirements through March  2004.
 This agreement provides for revolving loans and letters of credit which,  in
 the aggregate, cannot exceed the lesser of $25 million or a "Borrowing Base"
 amount based on  specified percentages of  eligible accounts receivable  and
 inventories.  We are required to maintain certain net worth levels and as of
 March 29, 2002 we were in compliance with this requirement. As of March  29,
 2002, we had total available borrowings under our senior credit facility  of
 approximately $21.4  million  of  which  approximately  $16.8  million  were
 outstanding. Amounts  outstanding  under  the  senior  credit  facility  are
 secured by substantially all the assets of the Sport Supply Group, Inc.  and
 its subsidiaries.  Pursuant  to the  Loan  and Security  Agreement,  we  are
 restricted from, among other things, paying cash dividends and entering into
 certain transactions without the lender's prior consent and we are  required
 to maintain certain net worth levels.

      Maturities of our  capital lease obligations  and borrowings under  the
 senior credit facility  as of  March 29,  2002, by  fiscal year  and in  the
 aggregate, are as follows:

                2003                            $      73,132
                2004                               16,909,987
                2005                                   64,950
                2006                                   25,202
                Thereafter                                 --
                                                 ------------
                     Total                         17,073,271
                Less current portion                  (73,132)
                                                 ------------
                     Total long term portion    $  17,000,139
                                                 ============


      As of March 29, 2002 the carrying value of our long-term debt
 approximates its fair value.


 4.   INCOME TAXES:

      As of  March 29,  2002, March  30,  2001, and  September 29,  2000  the
 components of the net deferred tax assets and liabilities are as follows:

                                       2002           2001             2000
                                    ----------     ----------      ----------
 Current deferred tax assets
 (liabilities):
 ---------------------------
    Allowances for doubtful
      accounts                     $   198,910    $   315,904     $   389,000
    Inventories                      1,068,038        959,270         897,767
    Other accrued liabilities          392,091        143,661          54,436
    Valuation allowance for
      deferred tax assets                   --             --              --
                                    ----------     ----------      ----------
  Total current deferred tax
    assets, net of
    valuation allowance            $ 1,659,039    $ 1,418,835     $ 1,341,203

 Noncurrent deferred tax assets
   (liabilities):
 ------------------------------
     Cost in excess of net assets
       acquired                    $  (212,890)   $  (298,034)    $  (218,807)
     Other intangible assets        (3,172,755)    (2,921,841)     (2,892,670)
     Net operating loss              8,926,654      6,815,029       5,492,151
       carryforward
     Minimum tax credit
       carryforward                    486,236        486,236         486,236
     Valuation allowance for
       deferred tax assets          (2,186,059)            --              --
                                    ----------     ----------      ----------
     Total non current deferred
       tax assets, net of
       valuation allowance         $ 3,841,186    $ 4,081,390     $ 2,866,910
                                    ==========     ==========      ==========

      We have a net  operating loss carryforward that  can be used to  offset
 future taxable income and can be carried forward for 15 to 20 years.  As  of
 March 29,  2002  we have  net  deferred  tax assets  of  approximately  $5.5
 million, inclusive of a $2.2 million valuation allowance. We believe the net
 deferred tax  assets  will  be  realized  through  tax  planning  strategies
 available  in  future  periods  and  future  profitable  operating  results.
 Although realization is not assured, we  believe it is more likely than  not
 that all of the net deferred tax assets will be realized.  The amount of the
 deferred tax asset considered realizable, however,  could be reduced in  the
 near term if the  successful execution of tax  planning strategies does  not
 occur or estimates of future taxable  income during the carryforward  period
 are reduced.

      The income tax  provision (benefit) in  the accompanying statements  of
 operations for the fiscal  year ended March 29,  2002, the six month  period
 ended March 30,  2001 and  the fiscal years  ended September  29, 2000,  and
 October 1, 1999 consisted of the following:

                          2002           2001          2000           1999
                       ----------     ----------    ----------     ----------
 Current              $        --    $    (6,333)  $   118,115    $   288,249

 Deferred                      --     (1,224,720)   (1,042,000)     2,400,080
                       ----------     ----------    ----------     ----------
 Income tax
 provision (benefit)  $        --    $(1,231,053)  $  (923,885)   $ 2,688,329
                       ==========     ==========    ==========     ==========

      The provision (benefit) for income taxes in the accompanying statements
 of operations for the fiscal year ended March 29, 2002, the six month period
 ended March 30,  2001 and  the fiscal years  ended September  29, 2000,  and
 October 1, 1999 differ from the statutory federal rate as follows:


                            2002           2001          2000           1999
                         ----------     ----------    ----------    ----------
 Income tax provision
 (benefit) at statutory
  federal rate          $(1,269,060)   $(1,140,213)  $  (830,107)   $2,485,797
 Permanent differences       65,965             --            --            --
 State income taxes,
  net of federal effect    (605,116)      (105,254)      (75,865)      124,964

 Increase in
 valuation reserve        2,186,059             --            --            --
 Other                     (377,848)        14,414       (17,913)       77,568
                         ----------     ----------    ----------    ----------
 Total provision
 (benefit) for
 income taxes           $        --    $(1,231,053)  $  (923,885)  $ 2,688,329
                         ==========     ==========    ==========    ==========


 5.   ACQUISITIONS:

      During October  1999,  we acquired,  for  cash and  the  assumption  of
 certain liabilities, certain assets of LAKCO, Inc. and Spaulding, Inc., both
 distributors of sporting goods  equipment to the  institutional market.   On
 September 25,  2000,  we acquired  the  stock  of Sport  Supply  Group  Asia
 Limited, a  shell corporation,  from Emerson  Radio. We  have accounted  for
 these acquisitions using the  purchase method and, as  such, our results  of
 operations are combined  with the acquired  company's results of  operations
 subsequent to the acquisition date.

      No proforma information for the above acquisitions is presented  herein
 because the proforma  information, individually or  in aggregate, would  not
 materially differ from actual results.


 6.   COMMITMENTS AND CONTINGENCIES:

 Leases

      We lease a portion of our office, warehouse, distribution, fulfillment,
 computer equipment and manufacturing locations under noncancelable operating
 leases with terms  ranging from  one to  five years.   The  majority of  our
 leases contain renewal  options that extend  the leases  beyond the  current
 lease terms.

 Future minimum  lease  payments  under noncancelable  operating  leases  for
 office, warehouse,  computer  equipment and  manufacturing  locations,  with
 remaining terms in excess of one year are as follows:

                   2003                1,935,988
                   2004                1,505,941
                   2005                  966,474
                   2006                   15,009
                   2007                    1,076
                                       ---------
                        Total         $4,424,488
                                       =========


      Rent expense was approximately  $2,199,000, $1,056,000, $1,935,000  and
 $1,815,000 for  the fiscal  year ended  March 29,  2002, for  the six  month
 period ended March 30, 2001, and the fiscal years ended September 29,  2000,
 and October 1, 1999, respectively.

 Product Liability and Other Claims

      Because of the nature of our  products, we are periodically subject  to
 product liability claims  resulting from personal  injuries.   From time  to
 time we may become involved in various lawsuits incidental to our  business,
 some of  which may  relate to  injuries allegedly  resulting in  substantial
 permanent  paralysis.   Significantly  increased  product  liability  claims
 continue to be  asserted successfully against  manufacturers throughout  the
 United States resulting in general uncertainty  as to the nature and  extent
 of manufacturers' and  distributors' liability for  personal injuries.   See
 Part I. Item 3.  - "Legal Proceedings".

      There can be no assurance that our general product liability  insurance
 will be sufficient to cover  any successful claim made  against us.  In  our
 opinion, any ultimate  liability arising  out of  currently pending  product
 liability  and  other claims  will  not  have  a  material adverse effect on
 our financial condition  or  results  of  operations.  However,  any  claims
 substantially in excess of our insurance coverage, or any substantial  claim
 not covered  by insurance,  could  have a  material  adverse effect  on  our
 results of operations and financial condition.

      During  2000,  we  successfully   negotiated  the  settlement  of   two
 outstanding lawsuits.   Consequently,  we  recorded  a  nonrecurring  charge
 related to these  claims in  the amount of  $605,000, which  is included  in
 Nonrecurring charges on the Consolidated Statement of Operations.


 7.   EMPLOYEES' SAVINGS PLAN:

      Effective June 1,  1993, we established  a defined contribution  profit
 sharing plan (the "401(k) Plan") for the benefit of eligible employees.  All
 employees with 90 days of service  and who have attained  the age of 21  are
 eligible to participate in the 401(k) Plan.  Employees may contribute up  to
 20% of their compensation, subject  to certain limitations, which  qualifies
 under the compensation  deferral provisions of  Section 401(k)  of the  U.S.
 Internal Revenue Code.

      The 401(k) Plan contains provisions that allow us to make discretionary
 contributions during each plan year.  Employer contributions for the  fiscal
 year ended March 29, 2002,  six month period ended  March 30, 2001, and  the
 fiscal  years  ended  September   29,  2000,  and   October  1,  1999   were
 approximately $0, $26,000, $89,000, and $84,000,  respectively.  We pay  all
 administrative expenses of the 401(k) Plan.
<PAGE>


 8. UNAUDITED STATEMENT OF OPERATIONS DATA:

<TABLE>
      The following  table  sets  forth  certain  information  regarding  our
 results of operations  for each full  quarter within the  fiscal year  ended
 March 29, 2002, the  six month period  ended March 30,  2001 and the  fiscal
 year ended September  29, 2000, with  amounts in thousands,  except for  per
 share data.  Due to rounding, quarterly amounts may not fully sum to  yearly
 amounts.
                                      2002 Fiscal Year                              2001 Fiscal Year
                                      ----------------                              ----------------
                          Twelve                                              Six Month
                          Months       Qtr        Qtr       Qtr       Qtr      Period       Qtr      Qtr
   Statement of           Ended       ended      ended     ended     ended      ended      ended    ended
 Operations Data:          Mar.        June      Sept.      Dec.      Mar.       Mar.       Dec.     Mar.
 ----------------         -------     ------     ------    ------    ------     ------     ------   ------
 <S>                     <C>         <C>        <C>       <C>       <C>        <C>        <C>      <C>
 Net revenues            $103,601    $27,955    $28,245   $17,043   $30,358    $50,336    $18,201  $32,135
 Gross profit              29,495      7,939      7,888     4,832     8,835     13,936      4,917    9,019
 Operating profit
  (loss) (note 1)          (2,790)      (266)      (246)   (3,112)      834     (2,411)    (2,994)     583
 Interest expense             985        332        261       219       173        957        533      424
 Other income, net            193         75         --        11       107         14          2       12
 Income tax provision
   (benefit)                   --       (189)      (186)      375        --     (1,231)    (1,297)      66
 Net earnings (loss)     $ (3,582)   $  (333)   $  (322)  $(3,695)  $   768    $(2,123)   $(2,228) $   105
                          -------     ------     ------    ------    ------     ------     ------   ------
 Net earnings (loss)
   per share -
   basic and diluted       $(0.40)    $(0.04)    $(0.04)   $(0.41)    $0.09     $(0.27)    $(0.31)   $0.01

 Weighted average
  shares outstanding -
    basic                   8,917      8,915      8,915     8,915     8,917      7,964      7,270    8,643
    diluted                 8,917      8,915      8,915     8,915     8,917      7,964      7,273    8,649



                                      2000  Fiscal  Year
                                      ------------------
                                       Qtr        Qtr       Qtr        Qtr
   Statement of                       ended      ended     ended      ended
  Operations Data:           Year      Dec.       Mar.      June      Sept.
                          -------     ------     ------    ------    ------
 <S>                     <C>         <C>        <C>       <C>       <C>
 Net revenues            $119,321    $20,070    $36,526   $30,757   $31,968
 Gross profit              36,170      6,341     11,514     9,400     8,915
 Operating profit
   (loss) (note 1)           (437)    (1,330)     2,110       (81)   (1,136)
 Interest expense           2,022        414        519       445       644
 Other income
   (expense), net              17         (6)         8        (2)       17
 Income tax provision
   (benefit)                 (924)      (643)       572      (199)     (655)
 Net earnings (loss)     $ (1,518)   $(1,107)   $ 1,027   $  (329)  $(1,108)
                          -------     ------     ------    ------    ------
 Net earnings (loss)
   per share -
   basic and diluted       $(0.21)    $(0.15)     $0.14    $(0.05)   $(0.15)

 Weighted average shares
   outstanding -
      basic                 7,273      7,270      7,270     7,273     7,273
      Diluted               7,273      7,270      7,273     7,273     7,273


 (1) The 2nd quarter  of fiscal year 2000  includes $605,000 of  nonrecurring
 charges.   The  2nd  quarter  of  fiscal  year  2001  includes  $253,239  of
 nonrecurring charges.
</TABLE>
<PAGE>

 Item 9.     Changes in and Disagreements with Accountants on Accounting  and
 Financial Disclosure.

      None.


                                  PART III.


 Item 10.  Directors and Executive Officers of the Registrant.

      See the  discussion  under the  captions  "Election of  Directors"  and
 "Executive Compensation  and  Other  Information"  contained  in  the  Proxy
 Statement for the Annual  Meeting of Stockholders to  be held September  26,
 2002, which information is incorporated  herein by reference, and  Item 1.--
 "Business - Executive Officers of the Company".


 Item 11.  Executive Compensation.

      See the discussion under the caption "Executive Compensation and  Other
 Information" contained  in the  Proxy Statement  for the  Annual Meeting  of
 Stockholders to be held  September 26, 2002,  which information, except  the
 Performance Graph and  the Report of  the Compensation  Committee and  Stock
 Option Committee  on  Executive  Compensation,  is  incorporated  herein  by
 reference.


 Item 12.  Security Ownership of Certain Beneficial Owners and Management.

      See the discussion  under the  caption "Security  Ownership of  Certain
 Beneficial Owners and Management" contained in  the Proxy Statement for  the
 Annual Meeting  of  Stockholders  to  be  held  September  26,  2002,  which
 information is incorporated herein by reference.


 Item 13.  Certain Relationships and Related Transactions.

      See the discussion under the caption "Certain Relationships and Related
 Transactions" contained in  the Proxy Statement  for the  Annual Meeting  of
 Stockholders to  be  held  on  September  26,  2002,  which  information  is
 incorporated herein by reference.


                                   PART IV.


 Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.


 (a) (1)  Financial Statements.  See Item 8.

 (a) (2)  Supplemental Schedule Supporting Financial Statements.  See Page 51

 (a) (3)  Management Contract or Compensatory Plan.  [See Index].
          [Each of the following Exhibits described on the Index to
          Exhibits is a management contract or compensatory plan:
          Exhibits 10.1, 10.1.1, 10.2, 10.2.1, 10.3, 10.4,
          10.5,10.5.1, 10.6, 10.7, 10.8, 10.9, 10.10, 10.11, 10. 27,
          10.31, and 10.32].

 (b)      Reports on Form 8-K.  A report on Form 8-K was filed with
          the Securities and Exchange Commission on May 14, 2001
          relating to a press release concerning the Company's change
          of fiscal year-end from September 30 to March 31.

 (c)      Exhibits.  See Index.


<PAGE>

                                  SIGNATURES


      Pursuant to the requirements of Section  13 or 15(d) of the  Securities
 Exchange Act  of 1934,  the registrant  has duly  caused this  report to  be
 signed on our behalf by the undersigned, thereunto duly authorized.

 Dated: June 27, 2002

                                 SPORT SUPPLY GROUP, INC.


                                 By:  /s/ Geoffrey P. Jurick
                                      ----------------------
                                      Geoffrey P. Jurick
                                      Chairman of the Board

      Pursuant to the requirements  of the Securities  Exchange Act of  1934,
 this report has been  signed on June  27, 2002 by  the following persons  on
 behalf of the registrant and in the capacities indicated.

           Signature                       Title
           ---------                       -----

    /s/ Geoffrey P. Jurick            Chairman of  the Board and
    ----------------------            Chief Executive Officer
     Geoffrey P. Jurick


    /s/ John P. Walker                President
    ----------------------
     John P. Walker


    /s/ Robert K. Mitchell            Chief Financial Officer
    ----------------------
     Robert K. Mitchell


    /s/ Johnson C. S. Ko              Director
    ----------------------
     Johnson C. S. Ko


    /s/ Peter G. Bunger               Director
    ----------------------
     Peter G. Bunger


    /s/ Thomas P. Treichler           Director
    ----------------------
     Thomas P. Treichler


<PAGE>
<TABLE>


                  SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
               Schedule II -- Valuation and Qualifying Accounts
 For The Year Ended March 29, 2002, The Six Month Period Ended March 30, 2001,
      The Year Ended September 29, 2000, and The Year Ended October 1, 1999

                                                       ------------Additions--------------
                                          Balance at   Charged to  Charged to                 Balance at
                                          Beginning    costs and     other                      End of
                                          of Period     expense    accounts(1)  Deductions(2)   Period
                                          ----------   ----------  -----------   ----------   ----------
  <S>                                    <C>          <C>          <C>          <C>          <C>
  Allowance for Doubtful Accounts
  -------------------------------
  Year ended March 29, 2002              $   929,128  $   351,306  $         -  $   756,028  $   524,406

  Six Month period ended March 30, 2001  $   836,356  $   220,884  $         -  $   128,112  $   929,128

  Year ended September 29, 2000          $   465,497  $   319,025  $   503,612  $   451,778  $   836,356

  Year ended October 1, 1999             $   372,340  $   411,512  $         -  $   318,355  $   465,497


  Inventory Allowance
  -------------------
  Year ended March 29, 2002              $ 1,280,705  $   526,072  $         -  $   642,152  $ 1,164,625

  Six Month period ended March 30, 2001  $ 1,132,135  $   150,000  $         -  $     1,430  $ 1,280,705

  Year ended September 29, 2000          $ 1,064,903  $    34,616  $   297,364  $   264,748  $ 1,132,135

  Year ended October 1, 1999             $   425,920  $         -  $ 1,498,822  $   859,839  $ 1,064,903


  (1) Amounts consist primarily of reserves added for acquired entities.
  (2) Amounts consist primarily of asset write-offs.

</TABLE>
<PAGE>

                              INDEX TO EXHIBITS

 Exhibit
   Nbr.                       Description of Exhibit
 ---------------------------------------------------------------------------

 2.1       Securities Purchase Agreement dated November 27, 1996 by and
           between the Company and Emerson Radio Corp. ("Emerson")
           (incorporated by reference from Exhibit 2 to the Company's
           Report on Form 8-K filed on December 12, 1996).

 3.1       Amended and Restated Certificate of Incorporation of the Company
           (incorporated by reference from Exhibit 4.1 to the Company's
           Registration Statement on Form S-8 (Registration No. 33-80028)).

 3.1.1     Certificate of Amendment of Amended and Restated Certificate of
           Incorporation of the Company (incorporated by reference from
           Exhibit 4.1 to the Company's Registration Statement on Form S-8
           (Registration No. 33-80028)).

 3.2       Amended and Restated Bylaws of the Company (incorporated by
           reference from Exhibit 3.2 to the Company's Report on Form 10-K
           for the Fiscal Year ended November 1, 1996).

 4.1       Specimen of Common Stock Certificate (incorporated by reference
           from Exhibit 4.1 to the Company's Registration Statement on Form
           S-1 (Registration No. 33-39218)).

 10.1      Employment Agreement entered into by and between the Company and
           Terrence M. Babilla (incorporated by reference from Exhibit 10.3
           to the Company's Report on Form 10-Q for the quarter ended April
           13, 1999).

 10.1.1    Amendment Number One to Employment Agreement between the Company
           and Terrence M. Babilla dated to be effective as of February 25,
           2000 (incorporated by reference from Exhibit 10.1 to the
           Company's Report on Form 10-Q for the quarter ended June 30,
           2000).

 10.2      Employment Agreement by and between the Company and
           John P. Walker (incorporated by reference from Exhibit 10.4 to
           the Company's Report on Form 10-Q for the quarter ended April 13,
           1999).

 10.2.1    Amendment Number One to Employment Agreement between the Company
           and John P. Walker  dated to be effective as of February 25, 2000
           (incorporated by reference from Exhibit 10.2 to the Company's
           Report on Form 10-Q for the quarter ended June 30, 2000).

 10.4      Non-Qualified Stock Option Agreement by and between the Company
           and Geoffrey P. Jurick (incorporated by reference from Exhibit
           10.5 to the Company's Report on Form 10-Q for the quarter ended
           August 1,1997).

 10.5      Non-Qualified Stock Option Agreement by and between the Company
           and John P. Walker (incorporated by reference from Exhibit 10.6
           to the Company's Report on Form 10-Q for the quarter ended August
           1, 1997).

 10.5.1    Amendment No. 1 to Stock Option Agreement by and between the
           Company and John P. Walker  (incorporated by reference from
           Exhibit 10.8 to the Company's Report on Form 10-Q for the quarter
           ended April 3, 1998).

<PAGE>

 Exhibit
   Nbr.                       Description of Exhibit
 ---------------------------------------------------------------------------

 10.6       Form of Non-Qualified Stock Option Agreement by and between
            the Company and John P. Walker (incorporated by reference from
            Exhibit 10.1 to the Company's Report on Form 10-Q for the
            quarter ended July 2, 1999).

 10.7       Restricted Stock Agreement by and between the Company and John
            P. Walker (incorporated by reference from Exhibit 10.6 to the
            Company's Report on Form 10-Q for the quarter ended April 3,
            1998).

 10.8       Consulting and Separation Agreement dated as of September 16,
            1994 by and between the Company and Jerry L. Gunderson
            (incorporated by reference from Exhibit 10.4 to the Company's
            Report on Form 10-K for the year ended December 31, 1996).

 10.9       Form of Severance Agreement entered into between the Company
            and each of Messrs. John P. Walker and Terrence M. Babilla
            (incorporated by reference from Exhibits 10.2 and 10.3 to the
            Company's Report on Form 10-Q for the quarter ended April 12,
            1999).

 10.10      Form of Severance Agreement entered into between the Company and
            Doug Pryor (incorporated by reference from Exhibit 10.7 to the
            Company's Report on Form 10-Q for the quarter ended April 3,
            1998).

 10.11      Form of Indemnification Agreement entered into between the
            Company and each of the directors of the Company and the
            Company's General Counsel (incorporated by reference from
            Exhibit 10.3 to the Company's Registration Statement on Form
            S-1 (Registration No. 33-39218)).

 10.13      Sport Supply Group, Inc. Amended and Restated Stock Option Plan
            (incorporated by reference from Exhibit 4.1 to the Company's
            Registration Statement on Form S-8 (Registration No. 33-27193)).

 10.14      Registration Rights Agreement by and among the Company, Emerson
            and Emerson Radio (Hong Kong) Limited (incorporated by reference
            from Exhibit 4(b) to the Company's Report on Form 8-K filed on
            December 12, 1996).

 10.15      Assignment of Agreement and Inventory Purchase Agreement to
            Affiliate by Aurora (incorporated by reference from Exhibit
            10.10 to the Company's Registration Statement on Form S-1
            (Registration No. 33-39218)).

 10.16      Form of Tax Indemnity Agreement by and between the Company and
            Aurora (incorporated by reference from Exhibit 10.16 to the
            Company's Registration Statement on Form S-1 (Registration No.
            33-39218)).

 10.17      Assignment and Assumption Agreement, dated to be effective as
            of February 28, 1992, by and between Aurora and the Company
            (incorporated by reference from Exhibit 10.27 to the Company's
            Report on Form 10-K for the year ended 1991).

 10.18      Amendment No. 1 to AMF Licensing Agreement (incorporated by
            reference from Exhibit 10 to the Company's Report on Form 10-Q
            for the quarter ended January 1, 1999).

 10.19      Amended Lease Agreement entered into between the Company and
            ACQUIPORT DFWIP, Inc., dated as of July 13, 1998 (incorporated
            by reference from Exhibit 10 to the Company's Report on Form
            10-Q filed on August 14, 1998).

 10.19.1    Amended Lease Agreement entered into between the Company and
            ACQUIPORT DFWIP, Inc., dated as of July 30, 2000 (incorporated
            by reference from Exhibit 10.3 to the Company's Report on Form
            10-Q for the quarter ended June 30, 2000).

 10.20      Lease, dated July 28, 1989, by and between Merit Investment
            Partners, L.P. and the Company (incorporated by reference from
            Exhibit 10.14 to the Company's Registration Statement on Form
            S-1 (Registration No. 33-39218)).


<PAGE>

 Exhibit
   Nbr.                       Description of Exhibit
 ---------------------------------------------------------------------------
 10.21      Industrial Lease Agreement, dated April 25, 1994, by and between
            the Company and Centre Development Co. regarding the property at
            13700 Benchmark (incorporated by reference from Exhibit 10.1 to
            the Company's Report on Form 10-Q for the quarter ended June 30,
            1994).

 10.21.1    Amendment to Industrial Lease Agreement, dated July 8, 1994, by
            and between the Company and Centre Development Co. regarding the
            property at 13700 Benchmark (incorporated by reference from
            Exhibit 10.19.1 to the Company's Report on Form 10-K for the
            fiscal year ended December 31, 1994).

 10.23      License Agreement, dated as of September 23, 1991, by and
            between Proacq Corp. and the Company (incorporated by reference
            from Exhibit 10.17 to the Company's Report on Form 10-K for the
            year ended 1991).

 10.24      Sport Supply Group Employees' Savings Plan dated June 1, 1993
            (incorporated by reference from Exhibit 10.27 to the Company's
            Report on Form 10-K for the year ended 1993).

 10.25      Management Services Agreement dated July 1, 1997 to be effective
            as of March 7, 1997 by and between the Company and Emerson
            (incorporated by reference from Exhibit 10.2 to the Company's
            Report on Form 10-Q for the quarter ended August 1, 1997).

 10.25.1    Letter Agreement dated October 18, 1997 amending the Management
            Services Agreement (incorporated by reference from Exhibit
            10.31.1 to the Company's Report on Form 10-K for the year ended
            September 26, 1997).

 10.26      Lease Agreement by and between Athletic Training Equipment
            Company, Inc. and The Northwestern Mutual Life Insurance
            Company, dated January 29, 1999 regarding the property located
            in Sparks, NV  (incorporated by reference from Exhibit 10.4 to
            the Company's Report on Form 10-Q for the quarter ended April 2,
            1999).

 10.27      Employment Agreement entered into by and between the Company and
            Michael Glassman dated April 1, 2001 (incorporated by reference
            from Exhibit 10.27 to the Company's Report on Form 10-K for the
            year ended March 30, 2001).

 10.28      Services Agreement between the Company and EJB Development dated
            March 1, 2001 (incorporated by reference from Exhibit 10.27 to
            the Company's Report on Form 10-K for the year ended March 30,
            2001).

 10.29      Loan and Security Agreement dated March 27, 2001 by and between
            the Company and Congress Financial Corporation (incorporated by
            reference from Exhibit 10.29 to the Company's Report on Form 10-
            K for the year ended March 30, 2001).

 10.30      Amended and Restated License Agreement dated as of December 21,
            2000 by and between MacMark Corporation, Equilink Licensing
            Corporation and the Company (incorporated by reference from
            Exhibit 10.23.2 from the Company's Report on Form 10-Q for the
            quarter ended December 29, 2000.)

 10.31 (*)  Form of Severance Agreement entered into between the Company and
            Mitch Labov dated March 24, 1999.

 10.32 (*)  Form of Severance Agreement entered into between the Company and
            John Bals dated February 8, 2002.

 21 (*)     Subsidiaries of the Registrant.

 23.1 (*)   Consent of Independent Auditors.

 99         Pledge and Security Agreement, dated December 10, 1996 by
            Emerson in favor of Congress Financial Corporation (incorporated
            by reference from Exhibit 99 to the Company's Report on Form 8-K
            filed on December 12, 1996.)

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 ( * )   =      Filed Herewith