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 October 1, 1999.

                      OR

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

       For the transition period from              to

                      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             New York Stock Exchange

  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 ____
<PAGE>
       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 December 20, 1999 based on the  closing
  price of the common stock on the New York Stock Exchange on such  date,
  was approximately $45,500,000.

       Indicated below is the number of outstanding shares of each class
  of the registrant's common stock, as of  December 20, 1999.

       Title of Each Class of Common Stock        Number Outstanding
       -----------------------------------        ------------------
          Common Stock, $.01 par value                 7,263,879

                    DOCUMENTS INCORPORATED BY REFERENCE

                Document                          Part of the Form 10-K
  --------------------------------------------    ---------------------
  Proxy Statement for Annual Meeting of
  Stockholders to be held on February 25, 2000    Part III

<PAGE>

                           TABLE OF CONTENTS



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

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

        2   Properties........................................   10

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

        4   Submission of Matters to a Vote of Security Holders  11

  PART II

        5   Market for Registrant's Common Equity and Related
              Stockholder Matters.............................   12

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

        7   Management's Discussion and Analysis of
              Financial Condition and Results of Operations ..   14

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

        9   Changes in and Disagreements with Accountants
              on Accounting and Financial Disclosure..........   41

  PART III

       10   Directors and Executive Officers of the Registrant   42

       11   Executive Compensation............................   42

       12   Security Ownership of Certain Beneficial Owners and
              Management......................................   42

       13   Certain Relationships and Related Transactions....   42

  PART IV

       14   Exhibits, Financial Statement Schedules, and
              Reports on Form 8-K.............................   43

       --   Signatures........................................   44

       --  Index to Exhibits..................................   45

<PAGE>

                                    PART I.

  Item 1.   Business.

  General

       Sport Supply Group, Inc. (the "Company"  or "SSG") believes it  is
  one of the largest  direct mail marketers  of sports related  equipment
  and leisure products to the institutional market in the United  States.
  The  Company  serves  the  institutional  market,  which  is  generally
  comprised of:  schools,  colleges, universities,  government  agencies,
  military facilities, athletic clubs, athletic teams and dealers,  youth
  sports leagues and recreational organizations.  SSG offers a broad line
  of institutional-grade  equipment  and provides  customer  service  and
  sales efforts using  sales personnel strategically  located in  certain
  large  metropolitan  areas,  toll-free  telephone  sales  and   service
  personnel and nine  internet sites.   The Company believes that  prompt
  delivery  of  a   broad  range  of   institutional-grade  products   at
  competitive prices  differentiates it  from the  retail sporting  goods
  stores that  primarily serve  the consumer  market.   See Item  1.   --
  "Business - Sales  and Marketing".   The Company markets  approximately
  8,000  sports   related  equipment   products  to   its  over   100,000
  institutional, retail,  mass merchant  and  team dealer  customers  and
  maintains over 250,000 names in its mailing lists.

       The Company's  net revenues  have increased  from $65  million  in
  fiscal year 1995 to $107 million  for the fiscal year ended October  1,
  1999.  The  Company attributes its  high level of  growth to  strategic
  acquisitions and the successful development of an extensive mail  order
  marketing program and competitive pricing programs.

       During fiscal year  1999, the Company  successfully completed  the
  implementation  of  its   new,  Year  2000   compliant  SAP/AS400   ERP
  Information Technology (IT) platform.  This new system fully integrates
  all of the Company's business, operational and accounting applications.

       On September  2,  1999, the  Company  announced that  its  initial
  launch of nine Internet websites was functional and that such  websites
  enable the  Company's customers  to transact  business  by way  of  the
  Internet.  In addition to placing orders, customers can access  account
  balances, order information, shipment information and a series of other
  customer related data on a real time basis with a direct connection  to
  the Company via the  Internet.  The nine  Internet websites enable  the
  Company's customers to do business with the Company seven days a  week,
  twenty-four hours  a day.  The Company  believes  the majority  of  its
  customers have access to  the Internet and view  the placing of  orders
  and  accessing  their  account  information  over  the  Internet  as  a
  significant benefit.  The Company expects that in time, a large portion
  of its customer base  will look to the  Internet and E-Commerce as  the
  predominant method of  quoting, ordering, and  procuring its  products,
  along  with  servicing  customer   needs.    The  Company's   sourcing,
  warehousing, distribution and fulfillment capabilities, in addition  to
  its  new  integrated  SAP/AS400  ERP  system,  provide  the   necessary
  capacities, logistics and information technological support to meet the
  demands and  growth potential  of E-Commerce.   The  Company views  the
  continued expansion of customer connectivity via the Internet as  vital
  to its future growth.
<PAGE>
       The nine marketing Internet website addresses are as follows:

       bsnsports.com
       leaguedirect.com
       us-games.com
       esportsonline.com
       championbarbell.com
       bsngsanaf.com
       newenglandcamp.com
       portapit.com
       atec-sports.com

       The Company is a Delaware corporation incorporated in 1982 and  in
  1988  became  the  successor  of   an  operating  division  of   Aurora
  Electronics, Inc. (f/k/a BSN Corp. and referred to herein as "Aurora").
  Before the  completion  of the  initial  public offering  of  3,500,000
  shares of the Company's common stock  in April 1991, the Company was  a
  wholly owned subsidiary of  Aurora.  The  Company has two  wholly-owned
  subsidiaries: 1) Athletic Training Equipment Company, Inc., a  Delaware
  corporation ("ATEC"),  acquired in December, 1997, which was previously
  named Sport Supply  Group International  Holdings, Inc.  and 2)  Conlin
  Bros., Inc., a California corporation ("Conlin"), acquired in  January,
  1999.

       The Company's  executive  offices  are located  at  1901  Diplomat
  Drive, Farmers Branch,  Texas 75234-8914  and its  telephone number  is
  (972) 484-9484.  The Company's Internet website  (sportsupplygroup.com)
  provides certain information about the Company.

  Products

       The Company believes  it manufactures and  distributes one of  the
  broadest lines of sports related equipment and leisure products to  the
  institutional market.  SSG  offers approximately 10,000 sporting  goods
  and sports and recreational  leisure products, over  3,000 of which  it
  manufactures.  The product  lines offered by SSG  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,   exercise  equipment,   outdoor
  playground equipment, and early childhood development products.

       The  Company  believes  brand  recognition  is  important  to  the
  institutional market.  Most of SSG's products are marketed under  trade
  names or trademarks  owned or licensed  by the Company.   SSG  believes
  many of  its  trade names  and  trademarks are  well  recognized  among
  institutional purchasers of sports related  equipment.  SSG intends  to
  continue to expand  its product and  brand name  offerings by  actively
  pursuing product, trademark and  trade name licensing arrangements  and
  acquisitions.  The Company's trademarks, servicemarks, and trade  names
  include, but are not limited to, the following:
<PAGE>
    *  Official  Factory  Direct  Equipment  Supplier  of  Little  League
       Baseball -- (see discussion below).

    *  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 - see discussion  below).  See also  Part
       I.  Item  1. - "Sales  and  Marketing"   and-  Item  3.     "Legal
       Proceedings".

    *  Huffy[R] -- early childhood development products (sublicensed from
       Huffy Corporation  (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.

    *  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 -- field and  floor hockey equipment, soccer  equipment,
       scorebooks, coaching equipment and table tennis 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.
<PAGE>
    *  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 -- 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.

    *  Safe-Squat -- specialty weight lifting squat machines.

    *  Toppleball[R] -- recreational ball games.

    *  U.S. Games,  Inc.[R] --  goals, nets,  and playing  equipment  for
       physical exercise games and mail order catalogs.

       The Voit license permits the Company to use the Voit[R]  trademark
  in connection with the manufacture, advertisement, and sale to  certain
  institutional customers  of  specified  sports  related  equipment  and
  products, including  inflated balls  for all  sports and  baseball  and
  softball products.   The Company is  required to  pay annual  royalties
  under the license.   The initial  term of the  Voit license expired  on
  December 31,  1989,  and  was  subject  to three  renewal  options  for
  consecutive terms of five years each.  SSG is permitted to use the Voit
  trademark through December 31, 2004.

       The Huffy  sublicense  permits the  Company  to use  the  Huffy[R]
  trademark in connection  with the  manufacturing, advertising,  selling
  and distribution of  certain sports related  products and equipment  to
  institutional customers.    The  Company  is  required  to  pay  annual
  royalties under the  sublicense.  The  term of  the sublicense  expires
  September 30, 2003, subject to earlier  termination as provided in  the
  sublicense.

       In February 1992,  the Company acquired  two separate licenses  to
  use several trade  names, styles,  and trademarks  (including, but  not
  limited to,  MacGregor[R]).    Each  license  permits  the  Company  to
  manufacture, promote, sell,  and distribute  to institutional  sporting
  goods customers (subject to certain  exceptions) in the United  States,
  Canada, and Mexico,  specified institutional  sports related  equipment
  and  products  relating  to  baseball,  softball,  basketball,  soccer,
  football, volleyball, and general exercise.   Each license is  royalty-
  free and exclusive with respect to certain customers and  non-exclusive
  with respect to others.  Each license is perpetual provided the Company
  generates a predetermined minimum amount of revenues each year from the
  sale of  products bearing  the MacGregor  trademark, maintains  certain
  quality standards for such products and  services, and does not  commit
  any default under  the license agreements  that remains  uncured for  a
  period of 30 days  after the Company receives  notice of such  default.
  The Company has converted a substantial portion of its 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" and Item 3.  -- "Legal Proceedings".
<PAGE>
       On August 19, 1993, the Company 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.   The Company is 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.   SSG  is
  permitted to use the AMF name through December 31, 2001.

       On December  15,  1995, the  Company  entered into  a  three  year
  agreement with Little League  Baseball, Incorporated that, among  other
  things, names the  Company as  the "Official  Factory Direct  Equipment
  Supplier of Little League Baseball".   On August 15, 1997, the  Company
  and Little League Baseball extended the expiration of this agreement to
  December 31, 2001.   The Company is  required to pay  an annual fee  to
  keep the agreement in effect each year.

       In addition to  the foregoing, the  Company has  acquired (or  had
  issued) a number of patents relating  to products sold by the  Company.
  The following is a list  of some of the  patents owned by the  Company:
  (i.) two  separate patents  relating to  a Power  Squat/Weight  Lifting
  Apparatus (expire May 20, 2003 and June 23, 2004, respectively),  (ii.)
  Baseball Hitting  Practice Device  (expires May  9, 2006),  (iii.)  two
  separate patents relating to  Football Digital Display Markers  (expire
  June 27, 2006 and  November 28, 2006,  respectively), (iv.) Tennis  Net
  and Method  of Making  (expires October  1,  2008), (v.)  Rotator  Cuff
  Exercise Machine  (expires January  29, 2008),  (vi.) Portable  Balance
  Beam (expires July 28, 2009) and (vii.) Holder for Beverage  Containers
  (expires August 16, 2002).

  Sales and Marketing

       Sport Supply Group believes it is  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.

       The Company solicits and sells  its products through 13  different
  direct mail catalogs,  an inside sales  and customer  service staff  of
  over 130 people, an outside sales force of over 60 people traveling  in
  significant metropolitan sales  territories, and  nine internet  sites.
  The Company mailed over 2,000,000 million catalogs during fiscal  1999.
  During the past  year, the Company  has more than  doubled its  outside
  sales force and launched all nine Internet sites.
<PAGE>
       The Company has marketing  efforts directed towards the  following
  athletic  and  leisure  activities:  Football,  Baseball,   Basketball,
  Soccer,  Track  and  Field,  Training  and  Fitness,  Camping,  Outdoor
  Recreation,  Early  Childhood  Development,  Table  Games,   Playground
  Recreation, Tennis and Volleyball.  Sport  Supply Group believes it  is
  also a  brand leader  in the  institutional sporting  goods and  sports
  leisure market, marketing its products under a variety of private label
  and well recognized  name brands including:  BSN Sports,  MacGregor[R],
  Reebok Team Uniforms, Spaulding,  PortaPit, Champion Barbell,  Voit[R],
  Huffy[R], Mitre[R] AMF[R] and Flag-A-Tag[R].  The Company maintains its
  mailing list of over  250,000 customer and target  prospects as one  of
  its most valuable intangible assets.

       Sport Supply Group also has licenses and marketing alliances  with
  national organizations including Little  League Baseball, Major  League
  Baseball, YMCA,  Hershey Chocolate  USA, American  Airlines, and  Amway
  Corp. SSG is the "Exclusive Official Factory Direct Equipment  Supplier
  of Little  League  Baseball".    This  affiliation  allows  SSG  direct
  marketing rights several times each year to the 7,700 chartered  Little
  Leagues in the  USA, representing more  than 2.0 million  participants.
  In 1996,  SSG entered  into a  five-year advertising  and  distribution
  agreement with Hershey Chocolate USA.  Pursuant to this agreement,  SSG
  markets  and  distributes  promotional  fund  raising  literature   and
  programs to its customers, and services the fund raising needs of  many
  nontraditional customers.

       In an  effort to  maximize the  performance  of the  catalogs  and
  increase market  penetration,  the Company  has  begun the  process  of
  opening "Team Hubs"  in key underperforming  markets.   The purpose  of
  these hubs  is to  provide  a local  presence,  and allow  field  sales
  representatives to make live  presentations to customers and  potential
  customers.  These local team sales hubs will focus on the promotion  of
  product  to  the  institutional  and  youth  sports  markets  that  SSG
  currently targets.

       During fiscal year 1999, SSG expanded its local team sales hubs by
  acquiring  two  local  team  dealers.    These  local  team  sales  hub
  acquisitions will continue to service the local institutional customers
  and teams with a  full line of  athletic products.   SSG will also  use
  this  local  presence  to  expand  SSG  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.  Subsequent
  to SSG's fiscal  year end, SSG  further expanded its  local team  sales
  hubs by acquiring  two more local  team dealers:   Spaulding  Athletic,
  located in  Little Rock  Arkansas, and  LAKCO Team  Sports, located  in
  Southern  California.    Conlin  and   LAKCO  Team  Sports  have   been
  consolidated with SSG's existing facility in California.   The  Company
  will continue  to target  strategic acquisitions  to expand  its  local
  market presence  when  such acquisitions offer  SSG the opportunity  to
  further penetrate the institutional sporting goods market.
<PAGE>
       During fiscal year  1998, the Company  acquired Athletic  Training
  Equipment Company,  Inc.  ("ATEC").    ATEC  manufactures  and  markets
  pitching machines  and other  baseball 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.

       During the year,  SSG made a  significant investment in  launching
  the nine 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 recreational and game table 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
     atec-sports.com     -- website for ATEC

       These Internet sites are designed to be aligned with specific  SSG
  catalogs  targeted  at  customers  connected  to  specific  sports   or
  activities.   The current  Internet websites  are integrated  with  the
  Company's SAP IT platform.  SSG's initial approach to the internet  has
  been a business  to business strategy  to offer customers  that have  a
  catalog the  opportunity to  place an  order,  check order  status  and
  confirm shipping  information.   In the  future, the  Company hopes  to
  expand its websites  to include catalog  product pictures, product  and
  other information, including stock availability.

       Over the years, the Company believes  it has established a  market
  leader position by constantly updating and expanding its product  lines
  and targeting  selling  efforts to  specific  customer profiles.    The
  Company targets one market, institutional sporting goods.  Sales growth
  is the result of strengthening its marketing and selling expertise  and
  constantly updating its product lines  while expanding its selling  and
  distribution channels.

  Customers

       The Company's revenues are not dependent upon any single customer.
  Instead, the Company  enjoys a very  large and  diverse customer  base.
  The Company's  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.   SSG  believes  its
  customer base in the United States is the largest in the  institutional
  direct mail  market  for  sports  related  equipment.    The  Company's
  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.
<PAGE>
       Approximately 7% of the Company's sales in each of the last  three
  years  were to the United States  Government, a majority of which  were
  sales to military installations.  SSG  has a contract with the  General
  Services Administration (the "GSA Contract") that grants the Company an
  "approved"  status   when  attempting   to  make   sales  to   military
  installations  or  other  governmental  agencies.    The  existing  GSA
  Contract expires  December  31, 2001.    Under the  GSA  Contract,  the
  Company agrees  to sell  approximately 750  products to  United  States
  Government agencies  and departments  at catalog  prices or  at  prices
  consistent with  any  discount  provided  to  other  customers  of  the
  Company.  Products sold to the  United States Government under the  GSA
  Contract are always sold at the Company's lowest offered price.

       The Company also has a separate contract with the General Services
  Administration for the sale of  approximately 40 camp related  products
  with terms similar to the GSA Contract.  This contract is scheduled  to
  expire August 31, 2002.

       SSG also sells products not covered by the GSA Contract to  United
  States Government  customers, although  the appropriation  process  for
  purchases of these products differs.   These sales are made through  an
  U.S. Government  non-appropriated  fund  contract.   This  contract  is
  administered by the United States Air Force and is scheduled to  expire
  in September 30, 2001.

  Seasonal Factors and Backlog

       Historically, SSG's  revenues  are  lowest  in  the  first  fiscal
  quarter and peak in the second fiscal quarter.  SSG's revenues  reflect
  a level cycle during the third and fourth fiscal quarters.  The peak in
  revenues in the second  fiscal quarter is primarily  due to the  volume
  generated by  spring  and  summer  sports,  favorable  outdoor  weather
  conditions and school needs before summer closing.

       SSG had a backlog of approximately  $2,458,000 at October 1,  1999
  and  $2,433,000 at October 2, 1998.

  Manufacturing and Suppliers

       The Company manufactures,  assembles and distributes  many of  its
  products from  six of its facilities.  See Item 2.  -- "Properties" for
  details.  Game tables, gym mats, netting, and tennis and baseball field
  equipment are  manufactured  in  the Company's  two  Anniston,  Alabama
  plants.   Gymnastics equipment  is manufactured  at SSG's  facility  in
  Cerritos, California.   Baseball  and  softball pitching  machines  are
  manufactured at SSG's subsidiary in Sparks, Nevada.  Items of steel and
  aluminum construction,  such  as  soccer  field  equipment  and  weight
  equipment, are principally manufactured at SSG's facilities in  Farmers
  Branch, Texas.

       Certain products manufactured by the Company are custom-made (such
  as tumbling mats ordered in color or size specifications), while others
  are standardized.  The principal raw  materials used by the Company  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, wood, slate and cloth.
<PAGE>
       Items not manufactured by SSG are purchased from various suppliers
  primarily located in the United States, the Republic of China (Taiwan),
  Australia, the Philippines, Thailand,  the People's Republic of  China,
  Pakistan, Sweden and Canada.  SSG has no significant purchase contracts
  with any  major  supplier  of  finished  products,  and  most  products
  purchased from suppliers are readily available from other sources.  The
  Company purchases most of its finished  product in U.S. dollars and  is
  therefore not subject to direct foreign exchange rate differences.

  Competition

       SSG  competes   in  the   institutional  sporting   goods   market
  principally with local  sporting goods dealers,  retail sporting  goods
  stores and  other  direct mail  catalog  marketers.   The  Company  has
  identified  approximately  15  other  direct  mail  companies  in   the
  institutional market.  SSG believes that most of these competitors  are
  substantially  smaller  than  SSG  in  terms  of  geographic  coverage,
  products, E-Commerce capability and revenues.

       The Company competes  in the institutional  market principally  on
  the basis of: brand, price, product availability and customer  service.
  SSG believes  it has  an advantage  in  the institutional  market  over
  traditional sporting  goods  retailers  and team  dealers  because  its
  selling prices do not include comparable price markups attributable  to
  traditional multi-distribution  channel  markups.    In  addition,  the
  Company's ability to control the availability of goods it  manufactures
  enables it to respond  more rapidly to customer  demand.  SSG  believes
  its direct  mail  competitors  operate  primarily  as  wholesalers  and
  distributors, with little or no manufacturing capability.

  Government Regulation

       Many of the Company's products are subject to 15 U.S.C.A. SS 2051-
  2084 (1998  and  Supp. 1998),  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   the  Company's  products,  SSG   is
  periodically  subject  to  product  liability  claims  resulting   from
  personal injuries.  The Company from  time to time may become  involved
  in various lawsuits incidental to the Company's business, some of which
  will relate to  claims of injuries  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".
<PAGE>
       There can  be  no assurance  that  the Company's  general  product
  liability insurance will be sufficient to cover any successful  product
  liability claims made  against the Company.   In management's  opinion,
  any  ultimate  liability  arising  out  of  currently  pending  product
  liability claims  will  not  have a  material  adverse  effect  on  the
  Company's financial condition or results  of operations.  However,  any
  claims substantially in excess of the Company's insurance coverage,  or
  any substantial claim not covered by  insurance, could have a  material
  adverse effect on  the Company's  results of  operations and  financial
  position.

  Employees

       On  December  3,  1999,   SSG  had  approximately  543   full-time
  employees, of whom  183 were  involved in  the Company's  manufacturing
  operations.  SSG also hires part-time and temporary employees primarily
  during the  summer  months.    None  of  the  Company's  employees  are
  represented by a  union, and the  Company believes  its relations  with
  employees are good.

                 EXECUTIVE OFFICERS OF THE COMPANY
                     (As of December 20, 1999)
                                                         First Fiscal
                                                          Year Became
          Name          Age      Present  Position          Officer
          ----          ---      -----------------          -------

  Geoffrey P. Jurick     59  Chairman of the Board and       1996
                             Chief Executive Officer

  John P. Walker         36  President                       1996

  Terrence M. Babilla    37  Chief Operating Officer,        1995
                             Executive Vice President,
                             General Counsel and Secretary

  Robert K. Mitchell     47  Chief Financial Officer         2000

  Douglas E. Pryor       43  Vice President, Operations      1999

  Eugene J.P. Grant      52  Vice President, Corporate       1999
                             Development

       All officers are  elected for terms  of one year,  or until  their
  successors are duly elected.
<PAGE>
  Item 2.   Properties.

       The following table  sets forth the  material properties owned  or
  leased by the Company or its subsidiaries:


                              Approximate                         Lease
        Facility Purpose        Square        Location           Expires
                                Footage                        or is Owned
        ----------------        -------       --------         -----------
  Manufacturing and corporate   135,000      Farmers           July, 2001
    headquarters                             Branch, TX
  Warehouse and fulfillment     181,000      Farmers         December, 2004
    processing                               Branch, TX
  Gymnastic equipment            45,000      Cerritos, CA    December, 2001
    manufacturing
  Pitching equipment             62,500      Sparks, NV        July, 2004
    manufacturing
  Foam and netting product       35,000      Anniston, AL         Owned
    manufacturing
  Game table manufacturing       45,000      Anniston, AL         Owned


       The Company believes  that the facilities  used in its  operations
  are  in  satisfactory  condition  and  adequate  for  its  present  and
  anticipated future operations.   In addition  to the facilities  listed
  above, the Company leases space in various locations, primarily for use
  as sales offices.

  Item 3.   Legal Proceedings.

       The Company from time to time  becomes involved in various  claims
  and lawsuits incidental to its business.   In management's opinion, any
  ultimate liability arising out  of currently pending product  liability
  claims will  not  have  a material  adverse  effect  on  the  Company's
  financial condition  or results  of operations.   However,  any  claims
  substantially in excess  of the  Company's insurance  coverage, or  any
  substantial  claim  not  covered  by  insurance  (such  as  the  claims
  described below), could have a material adverse effect on the Company's
  results of  operations  and  financial condition.    See  Item 1.    --
  "Business -- Product Liability and Insurance".

       On September 29, 1997, the Company terminated Mr. Eugene Davis  as
  Vice Chairman and a Consultant and requested that Mr. Davis resign as a
  director of the Company.    On September 30, 1997, the Company filed  a
  complaint in the United States District Court for the Northern District
  of Texas, Dallas Division, seeking a declaration as to the existence of
  an alleged  consulting agreement  and as  to the  Company's  continuing
  obligations to make payments to Mr. Davis.  Thereafter, Mr. Davis filed
  a complaint in the  Law Division of the  Superior Court of New  Jersey,
  against the Company for breach of  an alleged consulting agreement  and
  against certain officers of the Company for tortious interference  with
  contractual relationships.   The Company intends  to vigorously  defend
  itself and the individual defendants against Mr. Davis' complaint.
<PAGE>
       On June  18, 1999  the Company  filed  a lawsuit  for  declaratory
  relief in the United States District Court for the Northern District of
  Texas against MacMark  Corporation ("MacMark")  and Equilink  Licensing
  Corp.,  both  of   which  are  controlled   by  Riddell  Sports,   Inc.
  Subsequently, the Company added Riddell  Sports, Corp. as a  defendant.
  The lawsuit arises  out of a  notice delivered  by MacMark  purportedly
  terminating  the  Company's  rights  under  its  license  to  use   the
  MacGregor[R] trademark.   The  license is  perpetual and  royalty  free
  subject to certain limited termination rights.   MacMark stated in  its
  notice that it considers there to  be continuing and material  breaches
  of the license agreement and that  such breaches are incurable, all  of
  which the  Company  disputes.   Because  the Company  has  converted  a
  substantial portion of its products to the MacGregor brand, termination
  of the license agreement  could have a material  adverse effect on  the
  Company's results  of  operations  and its  financial  position.    The
  Company believes  MacMark has  no reasonable  basis to  terminate  this
  license agreement.    The Company  intends  to vigorously  protect  its
  rights  under  the  license  agreement  and  pursue  any  other  rights
  available against any and all parties, including the Company's right to
  prevent any tortious interference with its business relationships.


  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.

       SSG's common stock, par value $.01 per share (the "Common  Stock")
  is traded  on the  New York  Stock Exchange,  Inc. ("NYSE")  under  the
  symbol GYM.  As of December 20,  1999, there were 3,847 holders of  the
  Common Stock (including  individual security position  listings).   The
  following table sets forth the high/low  sales range, adjusted for  all
  stock splits, for the periods indicated.

                                      Common  Stock
           Fiscal     Fiscal          High      Low
            Year      Quarter
            ----      -------        ------    -----
            1998      First           8.500    6.125
                      Second          9.875    7.250
                      Third          10.250    8.125
                      Fourth          9.938    6.875

            1999      First           9.313    5.875
                      Second         11.875    7.750
                      Third          10.750    8.750
                      Fourth         10.313    8.125


       The Company  has not  declared dividends  in the  past two  fiscal
  years and  currently intends  to retain  any earnings  for use  in  its
  business and  does not  anticipate paying  any  cash dividends  on  its
  capital stock in the foreseeable future.
<PAGE>
       On May 28,  1997, the Company's  Board of  Directors approved  the
  repurchase of  up to  1,000,000 shares  of its  issued and  outstanding
  common  stock   in  the   open  market   and/or  privately   negotiated
  transactions.   On October  28, 1998,  the  Company approved  a  second
  repurchase program  of up  to an  additional  1,000,000 shares  of  its
  issued and outstanding common stock in the open market and/or privately
  negotiated transactions.    As of  October  1, 1999,  the  Company  had
  repurchased  approximately   1,317,000  shares   of  its   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 of the Company.  The Company will
  evaluate purchases  of  Common  Stock based  upon  day  to  day  market
  conditions.

       On  January  14,  1998,  the  Company  issued  50,000  shares   of
  restricted stock to  John P. Walker,  President and a  Director of  the
  Company, 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.  The  Company did not receive  any cash proceeds  from
  the issuance of these shares.

  Item 6.   Selected Financial Data (Unaudited).

       The following sets forth selected historical financial information
  for the Company.  The data has been derived from the audited  financial
  statements of the Company.   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  the  Company's
  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) (See Note 3 Below)
          ( Amounts in thousands, except for per share data )

                                              Fiscal   Fiscal   Eleven    Fiscal  Ten Month
                                               Year     Year    Months     Year    Months
                                              Ended    Ended    Ended     Ended     Ended
                                              Oct 1,   Oct 2,   Sep 26,   Nov 1,    Oct 31,
Statement  of  Earnings  Data:                 1999     1998   1997 (3)    1996    1995 (3)
                                             -------   ------   ------   -------    ------
<S>                                         <C>       <C>      <C>      <C>        <C>
Net revenues                                $107,069  $97,292  $79,109  $ 80,521   $65,134
Gross profit                                  40,884   37,726   31,404    29,955    25,259
Operating profit (loss)                        7,552    7,157    4,226       (65)    3,894
Interest expense                               1,196      474      757     1,372     1,126
Other income (expense), net                      955      841       83        38       209
Earnings (loss) from continuing operations     4,623    4,964    2,576      (964)    1,847
Earnings (loss) from discontinued
 operations (2)                                   --       --   (2,574)  (17,773)     (457)
Net earnings (loss)                         $  4,623  $ 4,964  $     2  $(18,737)  $ 1,390
                                             =======   ======   ======   =======    ======
Earnings (loss) per common share and
 common equivalent share: (notes 1 and 3)
Net earnings (loss) per common share
 from continuing operations                 $   0.63  $  0.62  $  0.32  $  (0.14)  $  0.27
Net earnings (loss) per common share
 from  discontinued operation                     --       --    (0.32)    (2.64)    (0.07)
                                             -------   ------   ------   -------    ------
Net earnings (loss) per common share        $   0.63  $  0.62  $  0.00  $  (2.78)  $  0.20
                                             =======   ======   ======   =======    ======
Net earnings (loss) per common share
 from continuing operations -
 assuming dilution                          $   0.60  $  0.60  $  0.32  $  (0.14)  $  0.27
Net earnings (loss) per common share
 from discontinued operations -
  assuming dilution                               --       --    (0.32)    (2.63)    (0.07)
                                             -------   ------   ------   -------    ------
Net earnings (loss) per common share -
 assuming dilution                          $   0.60  $  0.60  $  0.00  $  (2.77)  $  0.20
                                             =======   ======   ======   =======    ======

Weighted average common and common
 equivalent shares: (note 1)
Weighted average common shares outstanding     7,390    8,026    8,146     6,747     6,941
Weighted average common shares outstanding -
 assuming dilution                             7,728    8,237    8,151     6,768     6,950
Cash dividends declared per common
 share (note 1)                                   --       --       --        --   $  0.12

                                                At       At       At        At        At
                                              Oct 1,   Oct 2,  Sep 26     Nov 1,   Oct 31
Balance  Sheet  Data:                          1999     1998     1997      1996     1995
                                             -------   ------   ------   -------    ------
Working capital                              $31,873  $25,245  $24,006   $21,322   $42,231
Total assets                                  73,249   54,804   50,484    70,009    86,355
Long-term obligations, net                    18,426    5,161    4,418    24,338    29,199
Total liabilities                             31,141   13,626   11,527    40,846    38,745
Stockholders equity                           42,108   41,178   38,957    29,163    47,610

</TABLE>
<PAGE>
               NOTES TO SELECTED FINANCIAL DATA (UNAUDITED)

  (1) Dividends declared in 1995 consisted of a $0.03 per share  dividend
      for each of the  four quarters.
  (2) See Note 10  to the consolidated  financial statements included  in
      Item 8. - "Financial Statements and Supplementary Data".
  (3) During 1995, the Company  changed its financial reporting  year-end
      from December 31 to October 31. Consequently, the fiscal year ended
      October 31, 1995 is  a transition period consisting of ten calendar
      months.   During 1997, the Company changed its 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.

  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 the Company's continuing operations as a percentage of
  net revenues.  During 1997, the Company changed its 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.  See Note 1  to the consolidated financial  statements
  included in Item 8. - "Financial Statements and Supplementary Data".

                                      For the      For the     For the
                                     12 Months    12 Months   11 Months
                                       Ended        Ended       Ended
                                      Oct. 1,      Oct. 2,     Sep. 26,
                                       1999         1998         1997
                                       ----         ----         ----
  Net revenues   (in thousands)      $107,069     $97,292      $79,109
                                      100.0%       100.0%       100.0%

  Cost of sales                        61.8%        61.2%        60.3%
  Selling, general and
    administrative expenses            31.1%        30.2%        32.7%

  Non-Recurring Charges                  --          1.2%         1.6%

  Operating profit (loss)               7.1%         7.4%         5.4%

          In March  1997, the  Company sold  its remaining  golf  related
  operations.   See  Note 10  to  the consolidated  financial  statements
  included in Item 8.  -  "Financial Statements and Supplementary  Data".
  Consequently,  the  accompanying   consolidated  financial   statements
  present SSG's  golf  related  operations as  a  discontinued  operation
  through the  date of  disposal.   Due to  the change  in the  Company's
  fiscal year end from October 31 to September 30, the fiscal year  ended
  September 26,  1997  is  comprised  only  of  an  eleven-month  period.
  Therefore, certain financial  data for 1998  and 1997 presented  within
  this section also  includes (where  indicated) comparative  information
  relative  to  the  twelve  months  ended  September  26,  1997   (which
  information is unaudited)  to provide a  more meaningful discussion  of
  comparable operating results.

       The following discussion  regarding 1999 as  compared to 1998  and
  1998 as compared to  1997, unless otherwise  indicated, relates to  the
  Company's continuing operations only.
<PAGE>

  1999 Compared to 1998

       The  following  table  summarizes  certain  financial  information
  relating to  the Company's  results of  continuing operations  for  the
  twelve-month period ended  October 1, 1999  and the comparable  twelve-
  month period of 1998 ended on October 2, 1998:

                                 1999                 1998
                              -----------           ----------
     Net Revenues            $107,068,508          $97,291,991
     Gross Profit             $40,884,447          $37,726,176
     SG&A                     $33,332,486          $29,385,623
     Net Earnings              $4,622,839           $4,964,311

  Net Revenues.   Net revenues  for the  twelve month  fiscal year  ended
  October 1, 1999 ("fiscal 1999") increased by approximately $9.8 million
  (10.1%) as compared to the prior twelve month fiscal year ended October
  2, 1998  ("fiscal  1998").   The  increase  in  net  revenues  reflects
  increases in  revenues associated  primarily with  the acquisitions  of
  Larry Black  Sporting  Goods and  Conlin  Brothers and  increased  ATEC
  sales.  The Company  is constantly  reviewing its  marketing methods to
  maximize revenue growth and minimize expenses.   As  a  result  of  the
  acquisitions of Larry Black,  Conlin Bros., Spaulding  and  LAKCO  Team
  Sports, the Company  expects to experience  an increase in  sales.   In
  addition,  the  Company  expects revenues associated with Hershey  fund
  raising to increase in fiscal year 2000 versus fiscal year 1999 due  to
  SSG's increased  marketing  efforts  related  to  fund  raising.    SSG
  generated approximately  $1.6 million  in  revenues from  Hershey  fund
  raising in fiscal year 1999.  The Company also expects its revenues  to
  increase  as   a  result   of  hiring   approximately  25   new   sales
  representatives from August 1999 to December 1999.

  Gross  Profit.  Gross profit for fiscal 1999 increased by approximately
  $3.2 million (8.4%) as compared to the  fiscal  1998.   As a percentage
  of net revenues, gross profit  decreased to 38.2% in  fiscal  1999 from
  38.8%  for  fiscal  1998.   This  decrease  was  a result of  increased
  sales related to  ATEC and the  Team Dealer  acquisitions because  such
  sales  have  lower  margins  than  other  sales  within  the  Company's
  business.  In the event that revenues related to ATEC, Team Dealers and
  fund raising  continue  to  represent  a  larger  percentage  of  total
  revenues, the Company may  experience a decrease in  gross profit as  a
  percentage of net revenues in future periods.

  Selling, General  and Administrative  Expenses.   Selling, general  and
  administrative expenses for fiscal 1999 increased by approximately $3.9
  million (13.4%) as  compared to fiscal  1998.  As  a percentage of  net
  revenues, operating expenses increased to 31.1% for fiscal year 1999 as
  compared to 30.2% for fiscal 1998.  The increase in these expenses as a
  percentage of net revenues was primarily due to the following factors:
<PAGE>
  (i.)      An increase in payroll costs associated with  the  additional
       employees hired during  the fiscal year.  The number of  employees
       increased by approximately  100 full-time employees.   As many  of
       these new employees were hired in  the second half of fiscal 1999,
       and additional hiring  is planned for  fiscal 2000, payroll  costs
       are expected to continue to increase in fiscal 2000.
  (ii.)     An increase  in  operating expenses,  including  catalog  and
       advertising expense, and rent and utilities related to acquisition
       facilities.
  (iii.)    An  increase   in  the   allowance  for   doubtful   accounts
       receivable.  During  the year the  accounts receivable days  sales
       outstanding has increased.  Management believes the Company is not
       assuming an increase  in the  credit  exposure.   It  believes the
       increase in days sales outstanding has been impacted by the  staff
       time  demands  of  implementing  and  training  on  the new SAP IT
       system.  Nevertheless,  the  Company  has  increased  the  reserve
       for doubtful  accounts because of  this  increase  in  days  sales
       outstanding.   The Company has also increased  collection  efforts
       to improve the accounts receivable outstanding.
  (iv.)     An  increase in  depreciation  and  amortization  expense  is
       primarily the result of hardware and software acquisitions related
       to the  Company's successful  Year  2000 compliant  SAP/AS400  ERP
       information system implementation  and Internet  technology.   The
       depreciation of  the  IT system began  in May  1999.  Therefore an
       increase  in depreciation and amortization expense is expected for
       fiscal  year   2000  because   of   the  full   twelve-months   of
       depreciation.

       These  increases  were  partially  offset  by  decreases  in   the
  Company's freight differential and insurance expenses.

       During fiscal  years  1998 and  1999  the Company  embarked  on  a
  significant computer  conversion, Year  2000 project  and made  capital
  expenditures of over $8,800,000, plus operating leases and  maintenance
  agreements for the IBM AS/400 and NT office network hardware. Since the
  old system was fully depreciated, the ongoing  incremental depreciation
  for  the  new  system  is expected to   be approximately  $1,000,000  a
  year.  MIS department operating expenses during fiscal 1998 and  fiscal
  1999  totaled  over  $1,700,000.    The  Company  anticipates  its  MIS
  operating expenses to be approximately $2,000,000 in the coming  fiscal
  year.   The future  MIS depreciation  and  operating expenses  will  be
  significantly higher than in the past.

  Operating Profit.  Operating profit increased by approximately $395,000
  (5.5%) to a profit of $7.6 million in fiscal 1999, as compared to  $7.2
  million in fiscal  1998.  As  a percentage of  net revenues,  operating
  profit decreased to 7.1% in fiscal 1999 from 7.4% for fiscal 1998.
<PAGE>
  Interest Expense.    Interest  expense  increased  in  fiscal  1999  by
  approximately $722,000 (152.4%) to $1.2 million compared to $474,000 in
  fiscal 1998.  The increase in interest expense resulted from  increased
  overall levels  of borrowing.   The  increase in  borrowings under  the
  senior credit  facility  reflects: (i.)  cash  payments for  the  Larry
  Black, Conlin  and Flag  A Tag  acquisitions; (ii.)  stock  repurchased
  under the Company's  stock buyback program;  (iii.) cash  paid for  the
  Year 2000  project, SAP/AS400  ERP system  implementation and  Internet
  technology development; and (iv.) funding the growth of receivables and
  inventories.  Interest expense is expected  to continue to increase  in
  fiscal year  2000  as the  Company  experiences the  full  twelve-month
  impact of increased borrowing levels.

  Other Income, Net.   Other income  increased approximately $115,000  in
  fiscal 1999 as  compared to  fiscal 1998.   The increase  in the  other
  income resulted primarily from vendor  rebates.  Other income  included
  services provided  to Emerson  such  as human  resources,  advertising,
  warehousing, distribution  and  banking  functions  as  provided  in  a
  Management Services Agreement between the Company and Emerson effective
  May  1997.    See  Item  13   -  "Certain  Relationships  and   Related
  Transactions".  The Company anticipates a reduction in other income  in
  the future due to a lower level of expected vendor rebates.

  Provision for Income Taxes.  The  provision for income taxes  increased
  approximately $129,000 to a  provision of $2.7  million in fiscal  1999
  from a  provision  of $2.6  million  in  fiscal 1998.    The  Company's
  effective tax rate  increased to  36.8% in  fiscal 1999  from 34.0%  in
  fiscal 1998.  The increase in the  tax rate from fiscal 1998 to  fiscal
  1999 is the result of a reduction in Net  Operating  Loss  carryforward
  benefit and state income taxes.  The Company anticipates the  effective
  income  tax  rates  to remain at approximately 36.8% during fiscal year
  2000.  See Note 4  to the consolidated financial statements included in
  Item 8 --  "Financial Statements and Supplementary Data".

  Net Earnings.   Net Earnings decreased  approximately $341,000 to  $4.6
  million in  fiscal  1999  from $5.0  million  in  fiscal 1998.    As  a
  percentage of  the net  revenues, net  earnings  decreased to  4.3%  in
  fiscal 1999  from 5.1%  in  fiscal 1998.    Earnings per  share  before
  dilution from continuing  operations increased  to $0.63  per share  in
  fiscal 1999 from  $0.62 per  share in fiscal  1998.   Fiscal year  1999
  includes a decrease  of approximately 6.2%  in weighted average  shares
  outstanding.

  1998 Compared to 1997

  The following table summarizes  certain financial information  relating
  to the Company's results of continuing operations for the  twelve-month
  period ended October  2, 1998 and the comparable twelve-month period of
  1997:

                                                      1997
                                  1998             (unaudited)
                                ----------          ----------
    Net Revenues               $97,291,991         $86,025,581
    Gross Profit               $37,726,176         $33,248,371
    SG&A                       $29,385,623         $29,482,847
    Net Earnings                $4,964,311          $1,306,699

<PAGE>
  Net Revenues.  Net revenues for  the fiscal year ended October 2,  1998
  increased by approximately  $18.2 million  (23.0%) as  compared to  the
  eleven month period  ended September 26,  1997.  Net  revenues for  the
  fiscal year  ended October  2, 1998  increased by  approximately  $11.3
  million (13.1%) as compared to the twelve month comparable period ended
  September 26, 1997.  The increase in net revenues reflects increases in
  revenues associated primarily with the Company's Youth, U.S. Games, and
  track and  field products  as well  as the  Company's ATEC  subsidiary,
  which was acquired on December 1, 1997.  These increases were partially
  offset by a decrease  in Government sales.      Net revenues were  also
  adversely impacted  because  the  Company  mailed  significantly  fewer
  catalogs to  its  customers  after  consolidating  the  BSN,  GSC,  and
  Passons' catalogs into one catalog.  The benefits from reducing catalog
  and postage  expenses  are  reflected  in  the  "Selling,  General  and
  Administrative Expenses."

  Gross Profit.   Gross profit for the fiscal year ended October 2,  1998
  increased by  approximately $6.3  million (20.1%)  as compared  to  the
  eleven month period ended September 26,  1997 and $4.5 million  (13.5%)
  as compared to the twelve month period ended September 26, 1997.  As  a
  percentage of net  revenues, gross profit  decreased to  38.8% in  1998
  from 39.7% for the fiscal year ended September 26, 1997 as a result  of
  sales related to ATEC sales and  the Youth league sales, as such  sales
  have lower margins than other sales within the Company's business.

  Selling, General  and Administrative  Expenses.   Selling, general  and
  administrative expenses  for  the fiscal  year  ended October  2,  1998
  increased by  approximately $3.5  million (13.6%)  as compared  to  the
  eleven month  period ended  September 26,  1997 and  decreased  $97,000
  (0.3%) as compared to the twelve month period ended September 26, 1997.
  As a  percentage of  net revenues,  operating expenses  decreased  from
  32.7% to 30.2% for the fiscal year ended October 2, 1998 as compared to
  the fiscal  year ended  September  26, 1997.    The decrease  in  these
  expenses as  a percentage  of net  revenues was  primarily due  to  the
  following factors:

  (i.)      A decrease in catalog expenses associated with the  Company's
       consolidation of the BSN, GSC, and Passons' catalogs.
  (ii.)     A decrease in bad debt expense associated with the  Company's
       successful collection  efforts and  better credit  evaluations  of
       potential customers.

  The decrease in operating expenses,  as discussed above, was  partially
  offset by the additional  operating expenses associated with  Company's
  acquisition of ATEC.

  Nonrecurring Charges.   The  Company recorded  a  nonrecurring  pre-tax
  charge of  approximately $1.2  million in  the  fourth quarter  of  the
  fiscal year  ended October  2, 1998  for  compensation payments  and  a
  consulting agreement relating  to the retirement  of Peter  Blumenfeld,
  President and Chief Operating  Officer of the  Company.  The  severance
  payments were paid  upon his retirement,  and the consulting  agreement
  will be paid through July 2000.
<PAGE>
  Operating Profit.   Operating  profit increased  by approximately  $2.9
  million (69.3%) to a  profit of   $7.2 million in  fiscal year 1998  as
  compared to  the  eleven month  period  ended September  26,  1997  and
  increased by $4.7 million as compared to the twelve month period  ended
  September 26, 1997.  As a percentage of net revenues, operating  profit
  increased to 7.4% in  fiscal 1998 from 5.3%  for the fiscal year  ended
  September 26,  1997.   The increase  in operating  profit reflects  the
  impact of  the  (i) increase  in  gross  profit dollars  and  (ii)  the
  decrease in operating expenses as a percentage of revenues as discussed
  above.

  Interest Expense.   Interest expense  decreased approximately  $283,000
  (37.4%) to $474,000 in  fiscal 1998 from $757,000  for the fiscal  year
  ended September 26,  1997 and by  $399,000 (45.7%) as  compared to  the
  twelve month period ended September 26, 1997.  The decrease in interest
  expense resulted from reduced interest rates and overall reduced levels
  of borrowings.

  Other Income,  Net. Other  income increased  approximately $758,000  in
  fiscal 1998 as compared to the fiscal year ended September 26, 1997 and
  $759,000 as compared  to the  twelve-month period  ended September  26,
  1997.    The  increase  in  other  income  resulted  from   promotional
  agreements entered  into  between  the Company  and  certain  corporate
  sponsors.  Other income also included services provided to Emerson such
  as human resources, advertising, warehousing/distribution, and  banking
  functions as provided  in a Management  Services Agreement between  the
  Company and  Emerson  effective May  1997.    See Item  13  -  "Certain
  Relationships and Related Transactions".

  Provision for Income Taxes.  The  provision for income taxes  increased
  approximately $1.6 million  to a provision  of $2.6  million in  fiscal
  1998 from  a provision  of  $976,000 in  fiscal  1997.   The  Company's
  effective tax rate  increased to  34.0% in  fiscal 1998  from 27.5%  in
  fiscal 1997.

  Earnings  from  Continuing  Operations.     Earnings  from   continuing
  operations increased approximately $2.4 million to $5.0 million in 1998
  from $2.6  million  in fiscal  1997  and increased  approximately  $3.7
  million as  compared to  the twelve  month period  ended September  26,
  1997.  As a percentage of  the net revenues, net earnings increased  to
  5.1% in  1998 from  3.3% in  fiscal 1997.   Earnings  per share  before
  dilution from continuing  operations increased  to $0.62  per share  in
  1998 from  $0.32 per  share in  fiscal  1997.   The fiscal  year  ended
  October 2, 1998 includes a decrease  of approximately 1.5% in  weighted
  average shares outstanding.

  Liquidity and Capital Resources

       The Company's working capital increased approximately $6.6 million
  during the fiscal  year ended October  1, 1999, from  $25.2 million  at
  fiscal year ended October 2, 1998 to $31.9 million at October 1,  1999.
  The increase in  working capital  is primarily  a result  of: (i.)  the
  inventory acquired from the acquisition of  Conlin in January 1999  and
  Larry Black in February 1999 and (ii.) a $6.0 million increase in trade
  receivables due to higher revenues, acquisitions and an increase in the
  days sales outstanding.   This increase was  partially offset  by: (i.)
  a  $1.8  million  increase  in  trade  payables,   (ii.) a $1.2 million
  increase  in accrued liabilities, and  (iii.) a  $1.3 million  increase
  in current notes payable.
<PAGE>
       On April 26, 1999, the Company replaced its existing senior credit
  facility with a new credit facility.  The new credit facility  includes
  a revolving line of credit of up to $30 million and a term loan of  $10
  million with a maturity date of April 26, 2002.  The Agreement provides
  for  lower  interest  rates  and  fees  as  well  as  fewer   reporting
  requirements as compared to the Company's  prior credit facility.   The
  credit agreement also contains  borrowing base restrictions,  financial
  and  net worth covenants in addition to limits on capital expenditures.
  Except for continued functionality advancement of the SAP/AS400 system,
  the  Company  does  not  currently  have  any  material commitments for
  capital expenditures.

       As of October 1, 1999, the Company had total borrowings under  its
  senior credit facility  of approximately $20.0  million.  This  balance
  included a term loan  of $9.0 million  and revolver balance  (including
  open letters of credit) of $11.0 million.  The term loan is payable  in
  monthly installments of $167,000 principal plus accrued interest.   The
  term loan becomes due in full on April 26, 2002.  The net increase from
  1998 to 1999  of approximately $14.6  million in  borrowings under  the
  senior  credit  facility  is  a  result  of:  (i.)  cash  payments  for
  the  Conlin,  Larry  Black  and  Flag  A  Tag acquisitions, (ii.) stock
  repurchased for cash under the  Company's  stock  buyback  program  and
  (iii.) cash paid for the  SAP/AS400 ERP system implementation, Internet
  technology development and Year 2000 remediation efforts.

       The Company believes it will satisfy its short-term and  long-term
  liquidity needs from  borrowings under its  senior credit facility  and
  cash flows from operations.

       On May 28,  1997, the Company's  Board of  Directors approved  the
  repurchase of  up to  1,000,000 shares  of its  issued and  outstanding
  common  stock   in  the   open  market   and/or  privately   negotiated
  transactions On  October 28,  1998, the  Company's Board  of  Directors
  approved a  second repurchase program of up to  an additional 1,000,000
  shares of its issued  and outstanding common stock  in the open  market
  and/or privately negotiated transactions.   As of October 1, 1999,  the
  Company had repurchased  approximately 1,317,000 shares  of its  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  of the  Company.

       During October 1999, the Company acquired, for cash (approximately
  $1 million)  and  the assumption of certain liabilities, certain assets
  of LAKCO, Inc. and Spaulding, Inc., both distributors of sporting goods
  equipment  to  the institutional market.  The Company has accounted for
  these acquisitions using the  purchase method and, as such, its results
  of operations are combined with the  Company's  results  of  operations
  subsequent to  the  acquisition  date.    No  proforma  information  is
  presented herein because the proforma information would not  materially
  differ from actual results.
<PAGE>
  Year 2000 Issue

       The Year  2000 Issue  is the  result  of computer  programs  being
  written using  two  digits  rather  than  four  digits  to  define  the
  applicable year.   The Company's  computer equipment  and software  and
  devices with imbedded technology that are time-sensitive may  recognize
  a date using "00"  as the year 1900  rather than the  year 2000.   This
  could result in a system failure or miscalculation causing  disruptions
  of operations, including, among other things, a temporary inability  to
  process transactions,  ship  products,  send  invoices,  or  engage  in
  similar normal business activities.

       The Company  has undertaken  significant initiatives  intended  to
  ensure that its computer equipment and software will function  properly
  with respect  to dates  in the  Year  2000 and  thereafter.   For  this
  purpose, the term  "computer equipment and  software" includes  systems
  that are commonly thought of as IT systems, including accounting,  data
  processing, logistics, telephone/PBX systems, cash registers, hand-held
  terminals, scanning equipment, and other miscellaneous systems, as well
  as systems that  are not  commonly thought of  as IT  systems, such  as
  alarm systems, fax machines, postage machines, and other equipment  and
  systems.  Both IT and non-IT  systems may contain imbedded  technology,
  which complicates the Company's  Year 2000 identification,  assessment,
  remediation, and testing efforts.

       Based upon its identification, assessments, equipment replacement,
  systems  conversions,  systems  updates  and  subsequent  testing,  the
  Company believes that it has taken the necessary steps to bring the  IT
  and non-IT systems within the Company to become Year 2000 compliant.

       The Company's Year  2000 project  began in  fiscal 1998.   It  was
  decided early in the  project that the Company's  existing 10 year  old
  system was  not  Year 2000  compliant,  and would  require  significant
  hardware  changes  and  total  reprogramming  of the old software.  The
  Company decided this was not a viable solution.  The Company decided to
  do a  complete hardware  and software  conversion.   In June  1998  the
  Company selected SAP as the software vendor and ordered an IBM AS400 to
  begin the conversion project.  The  Company also decided to install  an
  NT server-based  Microsoft  Office  network.    The  SAP  software  was
  installed in July 1998 and in May  1999 the Company "went live" on  the
  new SAP/AS400 IT Platform.  The Company has continued and will continue
  functionality advancement of the SAP/AS400 system.

       The Company's  Year  2000  compliance is  also  dependent  on  the
  compliance of  third parties  such as  vendors, service  providers  and
  customers.  The Company has mailed  letters to its significant  vendors
  and service providers, and has received written certification from  its
  bank, UPS, IBM, SAP and other  significant service providers that  they
  are Year 2000 compliant.  The Company has also relied on certifications
  available on  vendor websites.   Due  to the  diversity and  volume  of
  customers, service providers and vendors, the Company cannot  determine
  the full extent to which the Company may be affected if such Year  2000
  Issues are not resolved by third parties.
<PAGE>
       The Company has engaged, and relied upon, independent experts  and
  suppliers  to  assist   in  the  Year   2000  evaluation,   assessment,
  remediation, implementation  and  testing  of IT  and  non-IT  systems.
  Based on  the  services  and testing  by  these  experts,  the  Company
  presently believes that it has taken all necessary internal measures to
  ensure internal Year 2000 issues are satisfactorily resolved, and  that
  the Year 2000 Issue will not pose significant operational problems  for
  the Company.  Year  2000 Issues could be  significantly impacted by  IT
  and non-IT suppliers such as  IBM, Lucent Technologies, SAP,  telephone
  and  utility   companies,   transportation  companies   and   financial
  institutions.  There can be no assurances that all Year 2000 Issues are
  resolved.  There  is an element  of risk relating  to significant  Year
  2000 deficiencies  being  exposed in  the  future.   Should  Year  2000
  deficiencies occur in the future, the  Company would be reliant on  the
  availability of expert support to resolve such issues.  The Company has
  no way  of  assessing  the magnitude  of  such  risks.   There  are  no
  guarantees that the Year  2000 Issue is universally  resolved.  If  the
  Year 2000 Issue should expose deficiencies in critical business systems
  and processes,  there  will  be a  negative  and  potentially  material
  operational and financial impact on the Company.

  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  Management's  beliefs  as  well   as
  assumptions made by and information currently available to  Management.
  When  used  in   this  report,  the   words  "anticipate",   "believe",
  "estimate", "expect", "predict", "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 the Company's results are set forth below.

       Future trends for revenues and profitability remains difficult  to
  predict.  The Company continues to  face many risks and  uncertainties,
  including: general  and specific  market economic  conditions,  reduced
  sales to the United  States Government due  to reduction in  Government
  spending,  risk  of  nonpayment  of  accounts  receivable,  competitive
  factors, foreign supplier  related issues, risks  associated  with  the
  Year 2000 Issue and litigation risks.

       The general economic condition in the U.S. could affect pricing on
  raw materials  such  as  metals  and  other  commodities  used  in  the
  manufacturing of  certain products  as well  as  finished goods.    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 the Company's costs.

       Approximately 7% of  the Company's  fiscal year  1999 sales  where
  made to the U.S. Government, a majority of which were made to  military
  installations.   Anticipated  reductions in  U.S.  Government  spending
  could reduce funds available to various government customers for sports
  related equipment, which could  adversely affect the Company's  results
  of operations.
<PAGE>
       The Company ships approximately 50%  of its products using  United
  Parcel Service ("UPS").   As  experienced in  1997,  a strike by UPS or
  any  of the Company's  other major carriers could  adversely affect the
  Company's  results  of  operations due to not being able to deliver its
  products in a timely  manner and  using other  more  expensive  freight
  carriers.  Although the  Company has  analyzed the  cost benefit effect
  of  using other carriers, the Company continues to  utilize UPS for the
  majority of its small package shipments.

       Management  continues   to   closely  monitor   orders   and   the
  creditworthiness of its  customers.   The Company  has not  experienced
  abnormal increases  in  losses  associated  with  accounts  receivable;
  however, it has experienced an increase in days sales outstanding.  The
  Company has made allowances for the  amount it believes to be  adequate
  to  properly  reflect  the   risk  to  accounts  receivable;   however,
  unforeseen market conditions  may compel  the Company  to increase  the
  allowances.

       The  sports  related  equipment   market  in  which  the   Company
  participates  is  highly  competitive  and  there  are  no  significant
  barriers to  enter  this  market.   SSG  competes  principally  in  the
  institutional market  with local  sporting goods  dealers, as  well  as
  other direct mail companies.

       The Company derives  a significant  portion of  its revenues  from
  sales of  products purchased  directly from  foreign suppliers  located
  primarily in the Far East.   In addition, the Company believes  foreign
  manufacturers produce many of the  products it purchases from  domestic
  suppliers.  The Company is 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) and political turmoil.  The occurrence of any one or  more
  of the foregoing could adversely affect the Company's operations.

       Advances and  changes in  available technology  can  significantly
  impact the  Company.   The Year  2000 Issue  and SAP/AS400  ERP  system
  implementation project  (as described  above)  involves risks  for  the
  Company from unforeseen problems in its own computer  systems and  from
  outside third  parties,  both  customers and  vendors,  with  whom  the
  Company deals on a daily basis.  Such failures of the Company's, and/or
  outside third parties', computer systems could have a material  adverse
  impact on the Company's ability to  conduct its business and  adversely
  affect the Company's results of operations.

       Although the Company  intends to vigorously  defend itself in  the
  legal proceedings  described  in  "Item 3.  -  Legal  Proceedings",  an
  adverse outcome  in such  proceedings (such  as  a termination  of  the
  MacGregor License Agreement)  could have a  material adverse effect  on
  the Company's results of operations and its financial position.
<PAGE>
       On  December  7,  1999,  the Company's Board of Directors retained
  Paine Webber, Inc.to explore strategic alternatives, after  the Company
  was  notified that Oaktree  Capital Management would  not be exercising
  its option to acquire the Company's common stock held by Emerson  Radio
  Corp. under  a letter  of intent  previously reported  in August  1999.
  Emerson Radio, who beneficially owns approximately 40% of the Company's
  issued  and  outstaqnding  common stock, has indicated  that it  agrees
  with the decision of the Company to explore alternatives.  No assurance
  can  be  made  that  any  transaction  or strategic alternative will be
  consummated by the Company.


  Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

       As the Company's borrowing levels  have increased, an increase  in
  interest  rates  and  the resulting increase in interest expense  could
  have an adverse effect on the  Company's results of operations  and its
  financial position.


  Item 8.   Financial Statements and Supplementary Data.

       Sport Supply Group, Inc.

  Index to Financial Statements                                   Page
  -----------------------------                                   ----

  Reports of Independent Auditors                                  22

  Consolidated Balance Sheets as of October 1, 1999 and
   October 2, 1998                                                 23

  Consolidated Statements of Operations for the Year Ended
   October 1, 1999, October 2, 1998 and the Eleven Month
   Period Ended September 26, 1997                                 24

  Consolidated Statements of Stockholders' Equity for the Year
   Ended October 1, 1999, October 2, 1998, and the Eleven Month
   Period Ended September 26, 1997                                 25

  Consolidated Statements of Cash Flows for the Year Ended
   October 1, 1999, October 2, 1998, and the Eleven Month
   Period Ended September 26, 1997                                 26

  Notes to Consolidated Financial Statements                       28

  Financial statement schedules are  omitted as the required  information
  is presented  in the  consolidated financial  statements or  the  notes
  thereto or is not necessary.
<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 October  1, 1999  and
  October 2, 1998, and the related consolidated statements of operations,
  stockholders' equity,  and cash  flow for  the years  ended October  1,
  1999, October 2, 1998, and the eleven month period ended September  26,
  1997.   These  financial  statements  are  the  responsibility  of  the
  Company's management.  Our responsibility is  to express an opinion  on
  these financial statements based on our audits.

       We conducted  our audits  in  accordance with  generally  accepted
  auditing standards.  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 it's subsidiaries as
  of October 1, 1999 and October 2, 1998, and the consolidated results of
  its operations and its cash flow for the year ended October 1, 1999 and
  the year  ended October  2,  1998 and  the  eleven month  period  ended
  September 26,  1997 in  conformity with  generally accepted  accounting
  principles.

                                ERNST & YOUNG LLP

  Dallas, Texas
  November 5, 1999

<PAGE>
<TABLE>
                SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
               AS OF OCTOBER 1, 1999 AND OCTOBER 2, 1998
<CAPTION>
                                                      October 1,   October 2,
                                                         1999         1998
                                                      ----------   ----------
<S>                                                  <C>          <C>
CURRENT ASSETS :
  Cash and equivalents                               $   201,911  $ 1,035,466
  Accounts receivable:
    Trade, less allowance for doubtful accounts
     of $465,000 in 1999, and $372,000 in 1998.       22,926,169   16,151,371
    Other                                                975,956      572,234
  Inventories, net                                    18,509,262   14,102,837
  Other current assets                                   911,972      943,521
  Deferred tax assets                                  1,062,188      904,318
                                                      ----------   ----------
    Total current assets                              44,587,458   33,709,747
                                                      ----------   ----------
DEFERRED CATALOG EXPENSES                              2,078,262    1,916,035

PROPERTY, PLANT AND EQUIPMENT :
  Land                                                     8,663        8,663
  Buildings                                            1,605,102    1,595,228
  Machinery and equipment                             14,033,236    7,985,507
  Furniture and fixtures                               3,484,311    2,683,122
  Leasehold improvements                               2,368,439    2,764,385
                                                      ----------   ----------
                                                      21,499,751   15,036,905
  Less -- Accumulated depreciation and amortization   (8,889,925)  (7,574,024)
                                                      ----------   ----------
                                                      12,609,826    7,462,881
                                                      ----------   ----------
DEFERRED TAX ASSETS                                    2,101,239    4,659,189

COST IN EXCESS OF TANGIBLE NET ASSETS ACQUIRED,
  less accumulated amortization of $1,464,000
  in 1999, and $1,240,000 in 1998.                     7,937,809    3,174,725

TRADEMARKS, less accumulated amortization of
  $1,339,000 in 1999, and $1,136,000 in 1998.          3,079,010    3,163,290

OTHER ASSETS, less accumulated amortization of
  $1,058,000 in 1999, and $994,000 in 1998.              855,375      717,748
                                                      ----------   ----------
                                                     $73,248,979  $54,803,615
                                                      ==========   ==========
<PAGE>
CURRENT LIABILITIES :
  Accounts payable                                   $ 7,975,509  $ 6,178,080
  Income taxes payable                                    12,177       87,250
  Accrued property taxes                                 173,107      218,201
  Other accrued liabilities                            2,143,265      893,598
  Notes payable and capital lease obligations,
   current portion                                     2,410,839    1,087,809
                                                      ----------   ----------
    Total current liabilities                         12,714,897    8,464,938
                                                      ----------   ----------
NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS, net
 of current portion                                   18,425,925    5,160,965

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY :
  Preferred stock, par value $0.01, 100,000 shares
   authorized, with no shares outstanding in 1999,
   and 1998.                                                --           --
  Common stock, par value $0.01, 20,000,000 shares
   authorized, with 9,333,241 and 9,243,195 shares
   issued in 1999 and 1998, 7,273,899 and 7,754,703
   shares outstanding in 1999 and 1998.                   93,332       92,432
  Additional paid-in capital                          59,743,384   59,100,187
  Retained earnings or (deficit)                        (122,207)  (4,745,046)
  Treasury stock, at cost, with 2,059,342 shares
   in 1999 and 1,488,482 shares in 1998.             (17,606,352) (13,269,861)
                                                      ----------   ----------
                                                      42,108,157   41,177,712
                                                      ----------   ----------
                                                     $73,248,979  $54,803,615
                                                      ==========   ==========

 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 October 1, 1999, The Year Ended October 2, 1998,
            The Eleven Month Period Ended September 26, 1997 (See Note 1)
<CAPTION>
                                         1999         1998         1997
                                     -----------   ----------   ----------
<S>                                 <C>           <C>          <C>
NET REVENUES                        $107,068,508  $97,291,991  $79,109,063

COST OF SALES                         66,184,061   59,565,815   47,705,408
                                     -----------   ----------   ----------
GROSS PROFIT                          40,884,447   37,726,176   31,403,655

SELLING, GENERAL AND ADMINISTRATIVE
 EXPENSE                              33,332,486   29,385,623   25,877,428

NONRECURRING CHARGES                           0    1,184,024    1,300,000
                                     -----------   ----------   ----------
  Operating Profit                     7,551,961    7,156,529    4,226,227

OTHER INCOME (EXPENSE):
  Interest Expense                    (1,196,112)    (473,899)    (757,181)
  Other Income, net                      955,319      840,763       82,523
                                     -----------   ----------   ----------
                                        (240,793)     366,864     (674,658)

  Earnings from continuing
   operations before income taxes      7,311,168    7,523,393    3,551,569

INCOME TAXES                          (2,688,329)  (2,559,082)    (975,569)
                                     -----------   ----------   ----------
EARNINGS FROM CONTINUING OPERATIONS    4,622,839    4,964,311    2,576,000

DISCONTINUED OPERATIONS:
  Loss from operations, net of
   income tax benefit                      --           --           --
  Loss on disposal, net of
   income tax benefit                      --           --      (2,574,000)
                                     -----------   ----------   ----------
  Loss from dsicontinued operations        --           --      (2,574,000)
                                     -----------   ----------   ----------
NET EARNINGS                        $  4,622,839  $ 4,964,311  $     2,000
                                     ===========   ==========   ==========
<PAGE>
EARNINGS PER COMMON AND COMMON
 EQUIVALENT SHARE
  Continuing operations             $       0.63  $      0.62  $      0.32
  Discontinued operations                  --           --           (0.32)
                                     -----------   ----------   ----------
  Net earnings                      $       0.63  $      0.62  $    --
                                     ===========   ==========   ==========
  Continuing operations -
   assuming dilution                $       0.60  $      0.60  $      0.32
  Discontinued operations -
   asuming dilution                        --           --           (0.32)
                                     -----------   ----------   ----------
  Net earnings - assuming dilution  $       0.60  $      0.60  $    --
                                     ===========   ==========   ==========
WEIGHTED AVERAGE NUMBER OF:
  COMMON SHARES OUTSTANDING            7,390,274    8,025,606    8,146,074
                                     ===========   ==========   ==========
  COMMON AND COMMON EQUIVALENT SHARES
  OUTSTANDING - ASSUMING DILUTION      7,727,777    8,236,530    8,151,414
                                     ===========   ==========   ==========

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 October 1, 1999, The Year Ended October 2, 1998,
         The Eleven Month Period Ended September 26, 1997 (See Note 1)

                                                                 Additional  Retained                        Unrealized
                                Common Stock    Preferred Stock   Paid in   Earnings or    Treasury Stock      Holding
                               Shares   Amount  Shares Amount     Capital    (Deficit)    Shares     Amount     Period     Total
                                                                                                             Gain (loss)
                              --------- ------- ------ ------ -----------  ----------    -------  ------------ ------- -----------
<S>                           <C>       <C>     <C>    <C>    <C>         <C>          <C>        <C>          <C>     <C>
Balance, November 1, 1996     7,551,899 $75,519    --  $  --  $46,543,193 $(9,711,357)   787,065  $(7,744,386) $   --  $29,162,969
                              --------- ------- ------ ------ -----------  ----------    -------  ------------ ------- -----------
Issuances of common stock
  upon exercises of
  outstanding options             6,850      69                    47,025                                                   47,094
Issuances of common stock     1,600,000  16,000                11,984,000                                               12,000,000
Purchase of treasury stock                                                               287,300   (2,254,744)          (2,254,744)
Net earnings                                                                   2,000                                         2,000
                              --------- ------- ------ ------ -----------  ----------    -------  ------------ ------- -----------
Balance, September 26, 1997   9,158,749 $91,588    --  $  --  $58,574,218 $(9,709,357) 1,074,365  $(9,999,130) $   --  $38,957,319
                              --------- ------- ------ ------ -----------  ----------    -------  ------------ ------- -----------
Issuances of common stock
  upon exercises of
  outstanding options            73,387     734                   502,370                                                  503,104
Issuances of common stock        11,059     110                    70,293                                                   70,403
Purchase of treasury stock                                                               433,725   (3,486,453)          (3,486,453)
Reissuances of treasury shares                                    (46,694)               (19,598)     215,722              169,028
Net earnings                                                                4,964,311                                    4,964,311
                              --------- ------- ------ ------ -----------  ----------    -------  ------------ ------- -----------
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                                                                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
                              --------- ------- ------ ------ -----------  ----------    -------  ------------ ------- -----------

     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 October 1, 1999, The Year Ended October 2, 1998,
          The Eleven Month Period Ended September 26, 1997 (See Note 1)

<CAPTION>
                                                          1999         1998         1997
                                                       ----------   ----------   ----------
<S>                                                   <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES :
 Net earnings                                         $ 4,622,839  $ 4,964,311  $     2,000
 Adjustments to reconcile net earnings to net
  cash provided by (used in) operating activities:
  Loss on disposal of discontinued operations               --           --       2,574,000
  Depreciation and amortization                         2,072,117    1,390,178    1,284,156
  Provision for (recovery of) allowances for
   accounts receivable                                    411,512     (428,756)    (244,730)
  Changes in assets and liabilities:
   (Increase) decrease in receivables                  (6,602,602)     346,687   (2,010,346)
   (Increase) decrease in inventories                  (3,039,248)  (1,041,239)   3,036,080
   (Increase) decrease in deferred catalogs and
    other current asset                                    57,542   (1,125,628)   1,533,535
   (Increase) decrease in current deferred tax assets    (157,870)   1,165,360    3,813,663
   Increase (decrease) in accounts payable                602,636    1,221,250   (5,036,219)
   Increase (decrease) in accrued liabilities          (1,012,097)    (688,080)    (589,994)
   (Increase) decrease in other assets                    132,638      (29,294)     (64,547)
   (Increase) decrease in noncurrent deferred
    tax assets                                          2,557,950    1,179,706   (1,346,048)
  Other                                                     --         (22,091)     (11,046)
  Discontinued operations -- noncash items &
   working capital change                                   --           --        (697,524)
                                                       ----------   ----------   ----------
 Net cash provided by (used in) operating activities     (354,583)   6,932,404    2,242,980
                                                       ----------   ----------   ----------
CASH FLOWS FROM INVESTING ACTIVITIES :
 Acquisitions of property, plant and equipment         (6,438,359)  (2,969,139)    (155,439)
 Proceeds from sale of investments                         23,891       14,044        --
 Payments for acquisitions, net of cash acquired       (4,260,100)  (1,500,682)       --
 Investing activities of discontinued operations            --           --          (1,657)
 Proceeds from sale of discontinued operations              --           --       8,160,826
                                                       ----------   ----------   ----------
 Net cash provided by (used in) investing activities  (10,674,568)  (4,455,777)   8,003,730
                                                       ----------   ----------   ----------
<PAGE>
CASH FLOWS FROM FINANCING ACTIVITIES :
 Proceeds from issuances of notes payable              21,099,089    2,916,984    1,159,560
 Payments of notes payable and capital
  lease obligations                                    (7,211,099)  (2,217,006) (21,031,054)
 Proceeds from common stock issuances                     911,593      742,535   12,047,094
 Dividends paid to stockholders                             --           --           --
 Purchase of treasury stock                            (4,603,987)  (3,486,453)  (2,254,744)
 Financing activities of discontinued operations            --           --           --
                                                       ----------   ----------   ----------
 Net cash provided by (used in) financing activities   10,195,596   (2,043,940) (10,079,144)
                                                       ----------   ----------   ----------
NET CHANGE IN CASH AND EQUIVALENTS                       (833,555)     432,687      167,566

Cash and Equivalents, beginning of period               1,035,466      602,779      435,213
                                                       ----------   ----------   ----------
Cash and Equivalents, end of period                   $   201,911  $ 1,035,466  $   602,779
                                                       ==========   ==========   ==========

  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 - CONTINUED
    For The Year Ended October 1, 1999, The Year Ended October 2, 1998,
       The Eleven Month Period Ended September 26, 1997 (See Note 1)

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION :


                                                          1999         1998         1997
                                                       ----------   ----------   ----------
<S>                                                   <C>          <C>          <C>
Cash paid during the period for interest              $ 1,181,529  $   502,414  $ 1,297,675
                                                       ==========   ==========   ==========

Cash paid during the period for income taxes          $   160,000  $     6,671  $    10,825
                                                       ==========   ==========   ==========

During fiscal 1999 and 1998, the Company acquired the
   assets of certain entities. In connection with the
   acquisition, liabilities were assumed as follows:

 Fair value of assets acquired                         $8,296,490   $2,388,750        --
 Cash paid for the acquisition, net                    (4,260,100)  (1,500,682)       --
 Debt issued for the acquisition                         (700,000)    (588,068)       --
                                                       ----------   ----------   ----------
 Liabilities assumed                                  $ 3,336,390  $   300,000  $     --
                                                       ==========   ==========   ==========

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

</TABLE>
<PAGE>

                SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              October 1, 1999

  1.   BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

  Background

       Sport Supply Group, Inc. (the "Company" or "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  the
  Company effective  September 30,  1988.    Before  its  initial  public
  offering completed  in  April 1991,  the  Company was  a  wholly  owned
  subsidiary of Aurora.  The Company, whose operations are all within one
  financial reporting segment, is engaged principally in the  manufacture
  and   marketing of  sports related  equipment and  leisure products  to
  institutional    customers   in  the  United   States.    The   Company
  manufactures many of the products it sells.  This includes, but is  not
  limited to: 1.) Tennis,  volleyball, and other  sports nets; 2.)  Steel
  and aluminum construction items, such as soccer and field hockey  goals
  and volleyball, pole vault,  and high jump  standards; 3.) Other  track
  and field  equipment;  4.)  Gymnastic and  exercise  mats;  5.)  Weight
  lifting equipment; and 6.) Tabletop games and various plastic items.

  Principles of Consolidation and Basis of Presentation

       The consolidated financial statements include the accounts of  SSG
  and its wholly owned subsidiaries, Athletic Training Equipment Company,
  Inc., a Delaware corporation ("ATEC") and Conlin Bros., Inc. ("Conlin")
  a California corporation.   All significant  intercompany accounts  and
  transactions have been eliminated  in consolidation.  The  consolidated
  financial statements  also include  estimates and  assumptions made  by
  management 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.

       During May 1996, the Company sold substantially all of the  assets
  (other  than  cash   and  accounts  receivable)   of  its  Gold   Eagle
  Professional  Golf  Products  Division  (the  "Gold  Eagle  Division").
  Subsequent to the sale of the Gold Eagle Division, the Company  adopted
  a formal plan to dispose of  the remaining operations of the  Company's
  golf related  operations  (which  previously included  the  Gold  Eagle
  Division)  and   therefore   has   classified   these   operations   as
  discontinued.  On March 28, 1997, SSG disposed of substantially all  of
  the remaining assets of the discontinued operation to a privately  held
  corporation.   Consequently, the  Company's golf  related operation  is
  reported as a discontinued  operation through the  date of disposal  in
  the accompanying consolidated financial statements.

  Change in Fiscal Year

       In January 1997, the Company changed its financial reporting year-
  end from October 31 to September 30.  Accordingly, the 1997 fiscal year
  ended September 26, 1997  is a transition  period consisting of  eleven
  months.  The Company now operates on a 52/53 week reporting fiscal year
  ending on the Friday closest to September 30.
<PAGE>
  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 the Company and weighted-average cost
  for items purchased for resale.  As of October 1, 1999 and  October  2,
  1998 inventories consisted of the following:

  Inventory Data:                     Oct. 1, 1999     Oct. 2, 1998
                                       ----------       ----------
  Raw materials                       $ 3,209,581      $ 2,761,885
  Work-in-process                         435,904          236,466
  Finished and purchased goods         15,928,680       11,530,406
                                       ----------       ----------
                                       19,574,165       14,528,757
  Less inventory allowance for
    obsolete or slow moving items      (1,064,903)        (425,920)
                                       ----------       ----------
  Inventory, Net                      $18,509,262      $14,102,837
                                       ==========       ==========

       The inventory allowance reflects management's periodic  assessment
  of the carrying value of the Company's inventory.  For the fiscal  year
  ended  October  1,  1999  the   Company  increased  the  provision   by
  approximately $639,000.  For the fiscal year ended October 2, 1998  the
  Company recorded approximately $284,000 against the inventory allowance
  for the  disposal of  certain obsolete  or slow-moving  items.   As  of
  October 1,  1999  and  October  2,  1998  approximately  27%,  and  33%
  respectively of total ending inventories were products manufactured  by
  the Company  with the  balance being  products purchased  from  outside
  suppliers.   Sales  of  products  manufactured  by  SSG  accounted  for
  approximately 36% and  31% of  total net  revenues in  fiscal 1999  and
  1998,  respectively.   Costs included in  products manufactured by  SSG
  include raw materials, direct labor and manufacturing overhead.

  Advertising and Deferred Catalog Expenses

       The Company  expenses  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
  the Company's  products.    Production costs,  primarily  printing  and
  postage, associated  with catalogs  are amortized  over twelve  months.
  The Company's advertising expenses for  the fiscal years ended  October
  1, 1999, October 2,  1998 and the eleven  month period ended  September
  26, 1997  were  approximately $3,571,000,  $2,864,000  and  $3,776,000,
  respectively.
<PAGE>
  Property, Plant, and Equipment

       Property, plant and  equipment is 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
            Furniture and Fixtures             Five years

  Intangible Assets

       Cost  in  excess  of  tangible  net  assets  acquired  relates  to
  acquisitions made by the Company.   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 the Company's 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 tangible net assets acquired   Principally thirty
                                                      to forty years
   Trademarks and servicemarks                      Five to forty years
   Patents                                          Seven to eleven years


       Management  periodically  assesses   the  recoverability  of   the
  carrying  value  of  intangible  assets  in  relation  to  current  and
  anticipated net  earnings  and  cash  flows.    Based  on  management's
  assessment, the Company believes  its investments in intangible  assets
  are fully realizable as of October 1, 1999.

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

  Income Taxes

       Deferred tax assets and liabilities are determined annually  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
<PAGE>
       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

       The Company's  policy is  to recognize  revenue upon  shipment  of
  inventory and record an estimate against revenues for possible  returns
  based upon the historical return rate of the Company.  Customers do not
  have the  right to  return product  unless the  product is  damaged  or
  defective or the wrong product is shipped.  The Company believes  sales
  are final upon shipment of inventory based upon the following  criteria
  under SFAS 48:

  - The Company's price  to our customers is fixed  at the time an  order
    is placed.

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

  - 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.

  - The Company  is not obligated  for future performance  to any of  its
    customers.

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


  2.   STOCKHOLDERS' EQUITY:

  Stock Options

       The Company  maintains 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 of  the  Company.
  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 10 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).
<PAGE>
       The following table contains transactional data for the  Company's
  stock option plan.
<TABLE>
                                                      Exercise Price
                                                           or
   Stock  Option  Plan                   Shares        Weighted Avg.
                                                          Price
   -------------------                  ---------     --------------
   <S>                                  <C>                <C>
   Outstanding at November 1, 1996        685,473          $8.85

   Granted                                594,375          $7.49
   Exercised                               (6,850)         $6.88
   Forfeited                             (232,425)         $7.92
                                        ---------
   Outstanding at September 26, 1997    1,040,573          $7.26

   Granted                                286,675          $7.65
   Exercised                              (73,387)         $6.86
   Forfeited                             (393,575)         $8.06
                                        ---------
   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
                                        =========


           Stock Options Outstanding                Stock Options Exercisable
             as of Oct. 1, 1999                         as of Oct. 1, 1999
 -------------------------------------------------      -------------------
                             Wtd. Avg.    Wtd. Avg.                Wtd. Avg.
     Range of                 Remaining   Exercise                 Exercise
 Exercise Prices    Shares      Life       Price        Shares       Price
 ---------------  ---------   ---------    ------       -------      -----
 <S>              <C>         <C>          <C>          <C>          <C>
 $6.125 - $9.44   1,087,799   5.7 years    $7.695       530,712      $7.30

</TABLE>
       All options granted under the stock option plan during the  fiscal
  years ended  on October  1, 1999,  October 2,  1998, the  eleven  month
  period ended  on  September 26,  1997  and  the fiscal  year  ended  on
  November 1, 1996 were at exercise  prices equal to or greater than  the
  fair market value of the Company's stock on the date of the grant.   On
  May 13, 1996, the  Company repriced the exercise  price to the  current
  fair  market  value  of  certain  employees'  (excluding  officers  and
  directors) stock options that were granted pursuant to the stock option
  plan and that  had an  original exercise price  in excess  of the  fair
  market value  of the  common stock  on May  13, 1996  of $6.875.    The
  exercise price of these options was lowered to $6.875.  On January  23,
  1997, certain officers' options  were repriced to  an amount above  the
  current fair market  value.  The  exercise price of  these options  was
  reduced to $7.50 per share.
<PAGE>
       In addition to options granted pursuant to the stock option  plan,
  the Company periodically  grants options  to purchase  shares of  SSG's
  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 the Company's common stock on the
  dates of grant.

       As of October  1, 1999, there  were a total  of 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
  prices ranging from $5.60 per share to $8.38 per share.  As of  October
  2, 1998, 505,284  of the total  options outstanding  were fully  vested
  with 455,002 options vesting through January 2001.  As of September 26,
  1997, 735,703 of the total options  outstanding were fully vested  with
  550,000 options vesting in January  2000.

       Pro forma  information regarding  net income  and net  income  per
  share has been determined as if the Company 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  ranging
  from 5.63%  to  5.85%; (ii.)  dividend  yield of  0%;  (iii.)  expected
  volatility of 30%; and  (iv.) weighted average  expected life for  each
  option of  3 years.    The weighted  average  exercise prices  and  the
  weighted average fair values of employee stock options are as follows:

                   For the Fiscal   For the Fiscal    For the 11 Month
                     Year Ended       Year Ended        Period Ended
                    Oct. 1, 1999     Oct. 2, 1998      Sep. 26, 1997
                   --------------   --------------    ---------------
                   Weighted  Avg.   Weighted  Avg.     Weighted  Avg.
                   Exercise  Fair   Exercise  Fair    Exercise   Fair
                    Price   Value    Price    Value    Price    Value
                    -----   -----    -----    -----    -----    -----
  Exercise price
  of stock
  option on
  grant date:

  Equals market
    value -         $8.52   $2.34    $7.65    $1.81    $  -     $  -

  Exceeds market
    value -         $  -    $  -     $  -     $  -     $7.49    $3.01


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

                         For the Fiscal  For the Fiscal   For the 11 Month
                           Year Ended      Year Ended      Period Ended
                         Oct.  1, 1999    Oct,  2, 1998   Sep.  26, 1997
                         -------------    -------------   --------------
  Net income (loss):
     As reported          $4,622,839       $4,964,311       $   2,000
     Pro forma            $4,119,255       $4,526,870       $(804,809)

  Earnings (loss) per
    share:
      As reported         $0.63            $0.62            $ 0.00

   As reported -
     with dilution        $0.60            $0.60            $ 0.00

   Pro forma earnings     $0.56            $0.56            $(0.10)

   Pro forma dilutive     $0.53            $0.53            $(0.10)

  Dividends

       During January  1996,  the  Company  terminated  its  annual  cash
  dividend policy.


  Common Stock Purchase Warrants

       Pursuant to  a Securities  Purchase Agreement  dated November  27,
  1996 between Emerson Radio Corp.  ("Emerson") and the Company,  Emerson
  acquired directly from the Company 5-year warrants to acquire 1,000,000
  shares of Common Stock at an exercise price of $7.50 per share, subject
  to  standard   antidilution   adjustments,  for   an   aggregate   cash
  consideration of $500,000.

  Repurchase of Common Stock

       On May 28,  1997, the  Company approved  the repurchase  of up  to
  1,000,000 shares of its issued and outstanding common stock in the open
  market and/or  privately negotiated  transactions.      On October  28,
  1998, the Company's  Board of  Directors approved  a second  repurchase
  program of  up to  an additional  1,000,000 shares  of its  issued  and
  outstanding common stock in the open market and/or privately negotiated
  transactions.   As of  October 1,  1999,  the Company  had  repurchased
  approximately 1,317,000  shares of  its 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 of the Company.  The Company will evaluate purchases of common
  stock based upon day to day market conditions.

  Net Earnings  Per Common Share
<PAGE>
       In February 1997, the Financial Accounting Standards Board  issued
  Statement No. 128, "Earnings  Per Share".   Statement No. 128  replaced
  the  previously reported primary and  fully diluted earnings per  share
  with basic and diluted earnings per share.  Unlike primary earnings per
  share, basic  earnings  per  share  exclude  any  dilutive  effects  of
  options, warrants  and convertible  securities.   Diluted earnings  per
  share are  very  similar  to  the  previously  reported  fully  diluted
  earnings per share.   All earnings  per share amounts  for all  periods
  have been  presented and,  where necessary,  restated to  conform  with
  these requirements.

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

<TABLE>
                          For the Fiscal  For the Fiscal   For the 11 Month
                            Year Ended      Year Ended       Period Ended
                           Oct. 1, 1999    Oct. 2, 1998     Sep. 26, 1997
                           ------------    ------------     -------------
  <S>                       <C>             <C>              <C>
  Numerator:
  ----------
  Net earnings from
  continuing operations     $4,622,839      $4,964,311       $2,576,000

  Income available to
  common shareholders       $4,622,839      $4,964,311       $2,576,000
                             =========       =========        =========
  Denominator:
  ------------
  Weighted average
  shares outstanding         7,390,274       8,025,606        8,146,074

  Effect of dilutive
  securities:
    Warrants                   148,577          94,884               --
    Employee stock options     188,926         116,040            5,340
                             ---------       ---------        ---------
  Adjusted weighted
  average shares and
  assumed conversions        7,727,777       8,236,530        8,151,414
                             =========       =========        =========
  Per Share Calculations:
  ----------------------
  Basic earnings per share       $0.63           $0.62            $0.32
                             =========       =========        =========
  Diluted earnings per share     $0.60           $0.60            $0.32
                             =========       =========        =========
</TABLE>
<PAGE>

    3. NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS:

       As of fiscal  years ended October  1, 1999 and  October 2, 1998  ,
  notes payable and capital lease obligations consisted of the following:
<TABLE>

                                                    1999           1998
                                                 ----------     ---------
  <S>                                           <C>            <C>
  Note payable under revolving line of
    credit, interest at prime minus 1/2%
    (7.75% at Oct 1, 1999, and 8.75%
    at Oct 2, 1998), or LIBOR plus 1-1/4%
    (6.52%, 6.96%, 6.44% and 7.13% at
    Oct 1, 1999 and 7.78% at Oct 2, 1998),
    due Apr. 26, 2002 and collateralized
    by substantially all assets.                $11,044,264    $4,411,967

  Term loan, interest at LIBOR plus 1-
    1/4% (6.52%, 6.96%, 6.44%, and
    7.13% at Oct 1, 1999 and 7.78% at
    Oct 2, 1998), Payable in monthly
    installments of $166,667 plus
    accrued interest through Apr. 26,
    2002 and collateralized by
    substantially all assets.                     9,000,000     1,000,000

  Promissory note, noninterest bearing,
    due June 30,1999.                                    --       525,000

  Promissory note, interest at 7.75%,
    payable in monthly installments of
    $29,167 plus accrued interest
    through  February 2001.                         466,667            --

  Capital lease obligation, interest at
    7.4%, payable in monthly installments
    of principal and interest totaling
    $3,159 through December 1998.                        --         9,357

  Capital lease obligation, interest at
    9%, payable in annual installments
    of principal and interest totaling
    $55,000 through August 2005.                    230,311       261,753

  Other                                              95,522        40,697
                                                 ----------     ---------
       Total                                     20,836,764     6,248,774

  Less - current portion                         (2,410,839)   (1,087,809)
                                                 ----------     ---------
  Long-term debt and capital lease
   obligations, net                             $18,425,925    $5,160,965
                                                 ==========     =========
</TABLE>
<PAGE>
  Credit Facilities

       The Company has a  senior secured credit  facility to finance  its
  working capital requirements.   The Company's  ability to borrow  funds
  under its revolving credit facility  is based upon certain  percentages
  of eligible trade accounts receivable and eligible inventories.  As  of
  October 1, 1999, the  Company was in compliance  with the covenants  in
  its senior credit facility.

       On April 26, 1999, the Company replaced its existing senior credit
  facility  with  a   new  credit   facility.     The  Credit   Agreement
  ("Agreement") under the new credit  facility includes a revolving  line
  of credit of up to $30  million and a term loan  of $10 million with  a
  maturity date of April  26, 2002.  The  Agreement provides for  reduced
  interest rates and fees as well as reduced reporting requirements.  The
  Agreement also contains financial and  net worth covenants in  addition
  to limits on capital expenditures.

       Amounts  outstanding  under   the  senior   credit  facility   are
  collateralized by  substantially all  assets of  the  Company.   As  of
  October 1, 1999, the Company had  the option of electing the  revolving
  credit facility, and the term loan, to bear interest at either of: (i.)
  prevailing LIBOR rate  plus 1-1/4% (6.52%,  6.96%, 6.44%  and 7.13%  at
  October 1, 1999)  or (ii.)  lender's prime  rate minus  1/2% (7.75%  at
  October 1, 1999).  Historically, the  Company has elected the lower  of
  the interest rates available under the facility.

       As of October 1, 1999, the Company had borrowings of approximately
  $11.0 million  outstanding under  the  revolving credit  facility,  and
  approximately $ 616,000  of letters of  credit outstanding for  foreign
  purchases of inventory.   In addition, as of  October 1, 1999, SSG  had
  borrowings of approximately $9.0 million under the term loan; which  is
  payable in monthly  installments of principal  and accrued interest  of
  approximately $167,000 through April 26, 2002.

       Maturities  of  the  Company's   capital  lease  obligations   and
  borrowings under the senior credit facility  as of October 1, 1999,  by
  fiscal year and in the aggregate, are as follows:

            2000                          $ 2,410,839
            2001                            2,166,015
            2002                           16,100,874
            2003                               60,155
            2004                               73,690
            Thereafter                         25,191
                                           ----------
             Total                         20,836,764
            Less Current Portion           (2,410,839)
                                           ----------
             Total Long term Portion      $18,425,925
                                           ==========

<PAGE>
  4.   INCOME TAXES:

       As of the fiscal years ended October 1, 1999 and October 2, 1998 ,
  the components of the  net deferred tax assets  and liabilities are  as
  follows:

                                                    1999          1998
                                                  ---------     ---------
   Current deferred tax assets (liabilities):
        Allowances for doubtful accounts         $  239,696    $  134,820
        Inventories                                 817,890       567,005
        Other accrued liabilities                     4,602       202,493
                                                  ---------     ---------
        Total                                    $1,062,188    $  904,318
                                                  =========     =========

   Noncurrent deferred tax assets (liabilities):
        Cost in excess of tangible
          net assets acquired                    $ (216,222)   $ (122,643)
        Other intangible assets                  (2,687,228)   (1,030,069)
        Net operating loss carryforward           4,504,802     5,537,457
        Minimum tax credit carryforward             499,887       274,444
                                                  ---------     ---------
        Total                                    $2,101,239    $4,659,189
                                                  =========     =========

       The Company's  net  operating loss  carryforward  can be  used  to
  offset future taxable income and can  be carried forward for 15  years.
  No valuation allowance has been recorded for the Company's deferred tax
  assets because  management believes  it is  more likely  than not  such
  assets will be  realized.  Management  believes that  the deferred  tax
  assets  will  be  realized  by  future  profitable  operating  results.
  Historically, the Company has been profitable.

       The income tax provision (benefit) in the accompanying  statements
  of operations for the  fiscal years ended October  1, 1999, October  2,
  1998 and the eleven months ended  September 26, 1997, consisted of  the
  following:

                                1999           1998          1997 (a)
                             ---------      ---------       ----------

  Current                   $  288,249     $  214,016      $(2,074,117)
  Deferred                   2,400,080      2,345,066        1,723,686
                             ---------      ---------       ----------
  Income tax provision
   (benefit)                $2,688,329     $2,559,082      $  (350,431)
                             =========      =========       ==========

<PAGE>
       The provision  (benefit) for  income taxes  related to  continuing
  operations in the accompanying statements of operations for the  fiscal
  years ended October  1, 1999,  October 2,  1998 and  the eleven  months
  ended September 26,  1997, differ from  the statutory  federal rate  as
  follows:

                                1999           1998          1997 (a)
                             ---------      ---------       ----------
  Income tax provision
   at statutory federal
   rate                     $2,485,797     $2,557,954       $1,207,533
  State income taxes,
  net of Federal benefit       124,964             --         (306,611)
  Other                         77,568          1,128           74,647
                             ---------      ---------       ----------
  Total provision (benefit)
   for Income taxes         $2,688,329     $2,559,082       $  975,569
                             =========      =========        =========

       (a)   The difference between the 1997 Balance Sheet tax  (benefit)
  amount of $(350,431) and  the 1997 Income Tax  Provision amount on  the
  Statement of Operations of  $975,569 is that  the Balance Sheet  covers
  both Continuing and Discontinued  Operations, whereas the Statement  of
  Operations is for Continuing Operations only.

  5.   ACQUISITIONS:

       During April 1999, the Company acquired  certain assets of Flag  A
  Tag, Inc. ("Flag  A Tag"), a  manufacturer of flag  football belts  for
  cash and  the  assumption of  certain  liabilities.   The  Company  has
  accounted for this acquisition using the purchase method and, as  such,
  its results of operations  are combined with  the Company's results  of
  operations subsequent to the acquisition date.

       During February 1999, the Company acquired certain assets of Larry
  Black Sporting Goods, Inc. ("Larry Black"), a  team dealer, for cash, a
  promissory note and the assumption of certain liabilities.  The Company
  has accounted for this  acquisition using the  purchase method and,  as
  such, its results of operations are combined with the Company's results
  of operations subsequent to the acquisition date.

       During January 1999, the Company paid cash for the stock of Conlin
  Bros., Inc. ("Conlin"), a team dealer.   The Company has accounted  for
  this acquisition using the purchase method and, as such, its results of
  operations are  combined  with  the  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.
<PAGE>
       During December  1997,  the  Company acquired  certain  assets  of
  Athletic Training Equipment Company, Inc.  ("ATEC"), a manufacturer  of
  pitching machines for cash,  a noninterest-bearing promissory note  and
  the assumption of certain liabilities.   The Company has accounted  for
  this acquisition using the purchase method and, as such, its results of
  operations are  combined  with  the  Company's  results  of  operations
  subsequent to  the  acquisition date.    No pro  forma  information  is
  presented herein as it would not materially differ from actual results.

       See Item 11.  -- "Subsequent  Events" for  acquisitions that  took
  place in October 1999, after the close of fiscal year 1999.

  6.   MAJOR CUSTOMERS AND CONCENTRATION OF BUSINESS RISK:

       The Company's 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.

       The Company did not have  any individual customers that  accounted
  for more than 10% of net revenues for the fiscal years ended October 1,
  1999, October 2, 1998, and the eleven month period ended September  27,
  1997.

       The majority of the Company's sales are to institutional customers
  that are publicly  funded.  The  Company extends credit  based upon  an
  evaluation of a  customer's financial  condition and  provides for  any
  anticipated credit  losses  in  its  financial  statements  based  upon
  management's estimates and ongoing reviews of recorded allowances.

  7.   COMMITMENTS AND CONTINGENCIES:

  Leases

       The  Company   leases  a   portion  of   its  office,   warehouse,
  distribution,  fulfillment,   computer  equipment   and   manufacturing
  locations under noncancelable operating leases with terms ranging  from
  one to ten years.  The majority of the Company's 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:

                      2000             $2,262,950
                      2001              2,070,969
                      2002                925,348
                      2003                787,931
                      2004                769,857
                      Thereafter          182,449
                                        ---------
                           Total       $6,999,504
                                        =========


       Rent  expense   was  approximately   $1,815,000,  $1,645,000   and
  $1,485,000 for fiscal years 1999, 1998 and 1997, respectively.
<PAGE>
  Severance Agreements

       In July  1998,  an officer  retired  and the  Company  recorded  a
  nonrecurring pre-tax charge for the year ended October 2, 1998 for $1.2
  million relating to the retirement.

  Product Liability and Other Claims

       Because  of  the  nature  of   the  Company's  products,  SSG   is
  periodically  subject  to  product  liability  claims  resulting   from
  personal injuries.  The Company from  time to time may become  involved
  in various lawsuits incidental to the Company's business, some of which
  may relate to  claims of  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  manufacturer's  and  distributors'  liability  for  personal
  injuries.

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

  8.   EMPLOYEES' SAVINGS PLAN AND EMPLOYEE STOCK PURCHASE PLAN:

       Effective  June  1,  1993,  the  Company  established  a   defined
  contribution profit sharing plan (the "401(k) Plan") for the benefit of
  eligible employees.   All employees with  one year of  service and  who
  have attained the age of 21  are eligible to participate in the  401(k)
  Plan.   Employees  may contribute  up  to 15%  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 the Company to make
  discretionary  contributions   during  each   plan  year.      Employer
  contributions for the fiscal years ended October 1, 1999 and October 2,
  1998 were approximately $84,000 and $78,000 respectively.  The  Company
  pays all administrative expenses of the 401(k) Plan.

       Effective July 1, 1997, the Company established an Employee  Stock
  Purchase Plan  for the  benefit of  eligible employees.   All  eligible
  employees are allowed to purchase shares  of SSG Common Stock at a  15%
  discount from the market price.
<PAGE>
  9.   CHANGE IN CONTROL:

       On December 10, 1996, pursuant to a Securities Purchase  Agreement
  dated November  27, 1996  between Emerson  Radio  Corp. and  SSG  ("the
  Purchase Agreement"),  Emerson  acquired directly  from  SSG  1,600,000
  shares of newly issued Common Stock  for an aggregate consideration  of
  $11.5 million and five-year warrants to acquire an additional 1,000,000
  shares of Common Stock at an exercise price of  $7.50 per share for  an
  aggregate consideration of  $500,000.  In  addition, Emerson agreed  to
  arrange for  foreign trade  credit financing  of $2.0  million for  the
  benefit of SSG to  supplement SSG's existing  credit facilities.   This
  financing has not been utilized.   Pursuant to the Purchase  Agreement,
  SSG caused a  majority of the  members of SSG's  Board of Directors  to
  consist of Emerson's designees.  A nonrecurring pre-tax charge of  $1.3
  million was recorded  in the  first quarter  of the  fiscal year  ended
  September 26, 1997 for compensation payments relating to the "change in
  control" of the Company.

  10.  DISCONTINUED OPERATIONS:

       On May 20, 1996, SSG disposed  of substantially all of the  assets
  (other than cash and accounts receivable) of the Gold Eagle Division to
  a privately held  corporation.   The sale  of the  Gold Eagle  Division
  resulted in a pretax loss of approximately $750,000.

       Subsequent to the  sale of the  Gold Eagle  Division, the  Company
  adopted a formal  plan to  dispose  of  the  Company's  remaining  golf
  related operations  (which previously included the Gold Eagle Division)
  and  therefore  has  classified  these  operations as discontinued.  On
  March 28, 1997, SSG disposed  of substantially  all  of  the  remaining
  assets of the discontinued operations to a privately held  corporation.
  Pursuant  to the Asset  Acquisition Agreement, the  total consideration
  paid to SSG was approximately  $8.2 million  in  cash.   The  following
  represents net current assets and liabilities as well as net noncurrent
  assets of  discontinued operations as  of  November 1,  1996,  and  the
  results  of operations  for the  period from  November 2,  1996 through
  the disposal date of March 28, 1997 and the year ended November 1, 1996.

                                                    As of
                                                Nov. 1, 1996
                                                 ----------
      Current assets                            $14,188,152
      Current liabilities                       (20,518,079)
                                                 ----------
         Net current liabilities                $(6,329,927)
                                                 ==========

      Noncurrent assets                         $16,365,572
      Noncurrent liabilities                         --
                                                 ----------
         Net noncurrent assets                  $16,365,572
                                                 ==========
<PAGE>

                                                  For the
                                                period from       For the
                                               Nov. 2, 1996     Year Ended
                                                to March 28,    November 1,
                                                    1997           1996
                                                 ----------     ----------
      Net revenues                              $ 1,790,395    $18,725,955
      Earnings (loss) from operations,
        net of income taxes                           -         (2,242,143)
      Loss on disposal, net of income taxes      (2,574,000)   (15,530,697)


       The net loss from operations for the fiscal year ended November 1,
  1996 includes allocated interest expense of approximately $1.1  million
  related to  borrowings  under  the Company's  senior  credit  facility.
  Interest expense charged to discontinued operations was based upon  the
  amount of borrowings that management estimated would be repaid from the
  proceeds of the disposal of the Company's golf related operations.

       The net loss  on disposal includes  a charge  recorded during  the
  fiscal quarter ended May  3, 1996 of  approximately $9.3 million  ($5.9
  million after  estimated tax  benefits) to  record  the net  assets  at
  estimated realizable  value  based  upon  a  proposed  rights  offering
  pursuant to the Company's plan of disposal.  During the fiscal  quarter
  ended May 3, 1996, the Company also recorded a reserve of approximately
  $3.9  million  ($2.5   million  after  estimated   tax  benefits)   for
  anticipated operating losses during the estimated twelve month disposal
  period, including interest expense.   As a  result of several  factors,
  including but not limited to,  management's assessment of the  ultimate
  success of  the proposed  rights offering  and  estimates of  the  time
  required to effect such transaction, as well as the Company's projected
  liquidity requirements, the Company determined  that a private sale  of
  the remaining assets of  its golf related  operations was a  preferable
  and more  expeditious  method of  disposal.   Based  upon  management's
  estimates of the net proceeds to be received pursuant to such disposal,
  the Company recorded an additional charge of approximately $5.8 million
  ($3.7 million after estimated tax  benefits) during the fiscal  quarter
  ended August 2, 1996 and a  charge of approximately $5.2 million  ($3.4
  million after estimated tax benefits) during the fiscal  quarter  ended
  November 1, 1996 to record the  net assets at estimated net  realizable
  value.

       On March 4, 1997,  the Company signed a  letter of intent for  the
  sale  of  the  discontinued  golf  related  operations.    Based   upon
  management's estimates at that time of the net proceeds to be  received
  pursuant to such  disposal, the Company  recorded a  pre-tax charge  of
  approximately $3.9 million ($2.6 million after estimated tax  benefits)
  during the fiscal  quarter ended  January 31,  1997.   This charge  was
  provided to record the net assets at estimated net realizable value  in
  accordance with the purchase price set  forth in the letter of  intent.
  On March  28,  1997, the  Company  sold  the remaining  assets  of  the
  discontinued golf related operations for approximately $8.2 million and
  used the sale proceeds to reduce the Company's outstanding debt.
<PAGE>
  11.  SUBSEQUENT EVENTS:

       During October 1999, the Company acquired  for cash (approximately
  $1 million) and the assumption of certain liabilities,  certain  assets
  of LAKCO, Inc. and Spaulding, Inc., both distributors of sporting goods
  equipment to the institutional market.   The  Company has accounted for
  these acquisitions using the  purchase method and, as such, its results
  of operations are combined with  the Company's  results  of  operations
  subsequent to  the  acquisition  date.    No  proforma  information  is
  presented herein because the proforma information would not  materially
  differ from actual results.

       On  December  7,  1999,  the Company's Board of Directors retained
  Paine Webber, Inc. to explore strategic alternatives, after the Company
  was  notified that Oaktree  Capital Management would  not be exercising
  its option to acquire the Company's common stock held by Emerson  Radio
  Corp. under  a letter  of intent  previously reported  in August  1999.
  Emerson Radio, who beneficially owns approximately 40% of the Company's
  issued and outstanding common stock, has indicated that it agrees  with
  the decision of the Company to explore alternatives.

  12.  SELECTED FINANCIAL DATA (UNAUDITED)

       The following sets forth selected historical financial information
  for the Company.  The data has been derived from the audited  financial
  statements of the Company.   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  the  Company's
  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) (See Note 3 Below)
          ( Amounts in thousands, except for per share data )

                                              Fiscal   Fiscal   Eleven    Fiscal  Ten Month
                                               Year     Year    Months     Year    Months
                                              Ended    Ended    Ended     Ended     Ended
                                              Oct 1,   Oct 2,   Sep 26,   Nov 1,    Oct 31,
Statement  of  Earnings  Data:                 1999     1998   1997 (3)    1996    1995 (3)
                                             -------   ------   ------   -------    ------
<S>                                         <C>       <C>      <C>      <C>        <C>
Net revenues                                $107,069  $97,292  $79,109  $ 80,521   $65,134
Gross profit                                  40,884   37,726   31,404    29,955    25,259
Operating profit (loss)                        7,552    7,157    4,226       (65)    3,894
Interest expense                               1,196      474      757     1,372     1,126
Other income (expense), net                      955      841       83        38       209
Earnings (loss) from continuing operations     4,623    4,964    2,576      (964)    1,847
Earnings (loss) from discontinued
 operations (2)                                   --       --   (2,574)  (17,773)     (457)
Net earnings (loss)                         $  4,623  $ 4,964  $     2  $(18,737)  $ 1,390
                                             =======   ======   ======   =======    ======
Earnings (loss) per common share and
 common equivalent share: (notes 1 and 3)
Net earnings (loss) per common share
 from continuing operations                 $   0.63  $  0.62  $  0.32  $  (0.14)  $  0.27
Net earnings (loss) per common share
 from  discontinued operation                     --       --    (0.32)    (2.64)    (0.07)
                                             -------   ------   ------   -------    ------
Net earnings (loss) per common share        $   0.63  $  0.62  $  0.00  $  (2.78)  $  0.20
                                             =======   ======   ======   =======    ======
Net earnings (loss) per common share
 from continuing operations -
 assuming dilution                          $   0.60  $  0.60  $  0.32  $  (0.14)  $  0.27
Net earnings (loss) per common share
 from discontinued operations -
  assuming dilution                               --       --    (0.32)    (2.63)    (0.07)
                                             -------   ------   ------   -------    ------
Net earnings (loss) per common share -
 assuming dilution                          $   0.60  $  0.60  $  0.00  $  (2.77)  $  0.20
                                             =======   ======   ======   =======    ======

Weighted average common and common
 equivalent shares: (note 1)
Weighted average common shares outstanding     7,390    8,026    8,146     6,747     6,941
Weighted average common shares outstanding -
 assuming dilution                             7,728    8,237    8,151     6,768     6,950
Cash dividends declared per common
 share (note 1)                                   --       --       --        --   $  0.12

                                                At       At       At        At        At
                                              Oct 1,   Oct 2,  Sep 26     Nov 1,   Oct 31
Balance  Sheet  Data:                          1999     1998     1997      1996     1995
                                             -------   ------   ------   -------    ------
Working capital                              $31,873  $25,245  $24,006   $21,322   $42,231
Total assets                                  73,249   54,804   50,484    70,009    86,355
Long-term obligations, net                    18,426    5,161    4,418    24,338    29,199
Total liabilities                             31,141   13,626   11,527    40,846    38,745
Stockholders equity                           42,108   41,178   38,957    29,163    47,610

</TABLE>
<PAGE>
               NOTES TO SELECTED FINANCIAL DATA (UNAUDITED)

  (1) Dividends declared in 1995 consisted of a $0.03 per share  dividend
      for each of the first four quarters.
  (2) See Note 10  to the consolidated  financial statements included  in
      Item 8. - "Financial Statements and Supplementary Data".
  (3) During 1995, the  Company changed its  financial reporting year end
      from December 31 to October 31. Consequently, the fiscal year ended
      October 31,  1995 is a transition period consisting of ten calendar
      months.   During 1997, the Company changed its financial  reporting
      year end  from Octobe  31 to September  30.   Therefore, the fiscal
      year ended  September 26, 1997 is a transition period consisting of
      eleven calendar months.

       The following table sets  forth certain information regarding  the
  Company's results of operations for each full quarter within the fiscal
  years ended  October 1,  1999  and October  2,  1998, with  amounts  in
  thousands, except  for per  share data.    Due to  rounding,  quarterly
  amounts may not fully sum to yearly amounts.
<TABLE>
                               1999  Fiscal  Year                             1998  Fiscal  Year
                   -------------------------------------------    -------------------------------------------
 Statement  of                1st      2nd      3rd     4th                 1st      2nd      3rd       4th
 Earnings Data:      Year     Qtr      Qtr      Qtr     Qtr        Year     Qtr      Qtr      Qtr     Qtr(1)
                   -------   ------   ------   ------   ------    ------   ------    ------   ------   ------
 <S>              <C>       <C>      <C>      <C>      <C>       <C>      <C>       <C>      <C>      <C>
 Net revenues     $107,069  $14,870  $35,476  $26,310  $30,413   $97,292  $14,412   $32,273  $25,340  $25,267
 Gross profit       40,884    5,753   13,387   10,717   11,027    37,726    5,627    12,149    9,840   10,110
 Operating
  profit or
  (loss)(note 1)     7,552    (957)    5,110    2,617      782     7,157    (923)     3,794    2,600    1,686
 Interest
  expense            1,196      165      334      371      326       474      119       156       94      105
 Other income, net     955      224       75      583       73       841      280       110      128      323

 Net earnings
  (loss)           $ 4,623  $  (560) $ 3,020  $ 1,759  $   404   $ 4,964  $  (503)  $ 2,474  $ 1,739  $ 1,255
                    ------   ------   ------   ------   ------    ------   ------    ------   ------   ------
 Net earnings
  (loss) per
  Common Share       $0.63  $(0.07)    $0.41    $0.24    $0.06     $0.62  $(0.06)     $0.31    $0.22    $0.16
 Net earnings
  (loss) per
  Common Share
   - assuming        $0.60  $(0.07)    $0.39    $0.22    $0.05     $0.60  $(0.06)     $0.30    $0.20    $0.16
  dilution

 Weighted average
  Common Shares
  outstanding        7,390    7,607    7,388    7,360    7,281     8,026    8,085     8,108    8,089    7,954
 Weighted average
  Common Shares
  outstanding
  - assuming
  dilution           7,728    7,607    7,748    7,826    7,673     8,237    8,085     8,324    8,560    8,070

  (1) The  4th quarter  of  fiscal year  1998  includes $1.2  million  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  February
  25, 2000, 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   February  25,  2000,   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  February
  25, 2000, 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  February  25,  2000,  which
  information is incorporated herein by reference.
<PAGE>

                                    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
           Item 8.

  (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, 10.3, 10.4,  10.5, 10.6, 10.7,
           10.8, 10.10, 10.11 and 10.30.].

  (b)      Reports on Form 8-K.  None.

  (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 its behalf by  the undersigned, thereunto  duly
  authorized.

  Dated: December 28, 1999

                                  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 December 28, 1999 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
      Geoffrey P. Jurick             Chief Executive Officer


   /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>
                              INDEX TO EXHIBITS

  Exhibit                  Description of Exhibit
    Nbr.

  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)).

  4.2     Warrant  Agreement entered into  between the  Company and
          Emerson  relating  to the  purchase  of  up to  1,000,000
          shares  of  the  Company's  common  stock for  $7.50  per
          share,  which expires on December  10, 2001 (incorporated
          by  reference from Exhibit  4(a) to the  Company's Report
          on Form 8-K dated December 12, 1996).

  10.1    Consulting  Agreement  entered into  by  and between  the
          Company   and  Peter   S.  Blumenfeld   (incorporated  by
          reference  from Exhibit 10.1  to the Company's  Report on
          Form 10-K for the fiscal year ended October 2, 1998).

  10.2    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).

  10.3    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).

  10.4    Employment  Agreement  by  and  between the  Company  and
          Eugene  Grant  (incorporated  by reference  from  Exhibit
          10.2  to  the  Company's  Report  on Form  10-Q  for  the
          quarter ended April 3, 1998).

  10.5    Employment  Agreement by and between the Company and Adam
          L.  Blumenfeld  (incorporated by  reference from  Exhibit
          10.1  to  the  Company's  Report  on Form  10-Q  for  the
          quarter ended April 3, 1998).

  10.6    Employment  Agreement  by  and  between the  Company  and
          Geoffrey P. Jurick   (incorporated   by  reference   from
          Exhibit  10.4 to  the Company's Report  on Form  10-K for
          the fiscal year ended September 26, 1997).

  10.7    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).

  10.8    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).

  10.8.1  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

  10.9     Non-Qualified Stock Option Agreement  by and between the
           Company  and   Terrence  M.  Babilla   (incorporated  by
           reference from  Exhibit 10.9 to the  Company's Report on
           Form 10-K for the fiscal year ended October 2, 1998).

  10.9.1   Amendment No. 1 to Stock Option Agreement by and between
           the  Company and  Terrence M.  Babilla (incorporated  by
           reference from  Exhibit 10.9 to the  Company's Report on
           Form 10-Q for the quarter ended April 3, 1998).

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

  10.11    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).

  10.12    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).

  10.13    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).

  10.14    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).

  10.15    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)).

  10.16    Sport Supply  Group, Inc.  Employee Stock  Purchase Plan
           (incorporated  by  reference  from Exhibit  4.1  to  the
           Company's   Registration    Statement   on    Form   S-8
           (Registration No. 33-27191)).

  10.17    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)).

  10.18    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).

  10.19    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)).

  10.20    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)).

  10.21    Master Agreement, dated as of February  19, 1992, by and
           between MacMark Corporation,  MacGregor Sports Products,
           Inc. and Aurora (incorporated  by reference from Exhibit
           10.21 to the Company's Report on  Form 10-K for the year
           ended 1991).

  10.22    Perpetual License  Agreement, dated  as of  February 19,
           1992,  by  and  between  MacMark  Corporation,  Equilink
           Licensing  Corporation,  and   Aurora  (incorporated  by
           reference from Exhibit 10.22 to  the Company's Report on
           Form 10-K for the year ended 1991).
<PAGE>
  Exhibit
    Nbr.                    Description of Exhibit


  10.23    Perpetual License  Agreement, dated  as of  February 19,
           1992, by and between MacGregor Sports Products, Inc. and
           Aurora (incorporated by reference  from Exhibit 10.23 to
           the Company's  Report on  Form 10-K  for the  year ended
           1991).

  10.24    Trademark  Maintenance Agreement,  dated as  of February
           19, 1992,  by and between MacMark  Corporation, Equilink
           Licensing  Corporation,  and   Aurora  (incorporated  by
           reference from Exhibit 10.24 to  the Company's Report on
           Form 10-K for the year ended 1991).

  10.25    Trademark  Maintenance Agreement,  dated as  of February
           19, 1992, by and between MacGregor Sports Products, Inc.
           and Aurora (incorporated by reference from Exhibit 10.25
           to the Company's Report on Form  10-K for the year ended
           1991).

  10.26    Trademark Security  Agreement, dated as of  February 19,
           1992, by and between MacGregor Sports Products, Inc. and
           Aurora (incorporated by reference  from Exhibit 10.26 to
           the Company's  Report on  Form 10-K  for the  year ended
           1991).

  10.27    Amendment  No. 1  to  Perpetual  License  Agreement  and
           Trademark Maintenance Agreement  dated as of November 1,
           1992,  by  and  between  MacMark  Corporation,  Equilink
           Licensing Corporation  and the Company  (incorporated by
           reference from Exhibit 10.24 to  the Company's Report on
           Form 10-K for the year ended 1992).

  10.28    Amendment  No. 1  to  Perpetual  License  Agreement  and
           Trademark Maintenance Agreement  dated as of November 1,
           1992, by and between MacGregor Sports Products, Inc. and
           the  Company  (incorporated  by reference  from  Exhibit
           10.25 to the Company's Report on  Form 10-K for the year
           ended 1992).

  10.29    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).

  10.30    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).

  10.31    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).

  10.32    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)).

  10.33    Industrial Lease Agreement, dated April 25, 1994, by and
           between   the  Company   and   Centre  Development   Co.
           (incorporated  by reference  from  Exhibit  10.1 to  the
           Company's Report on Form 10-Q for the quarter ended June
           30, 1994).

  10.33.1  Amendment to  Industrial Lease Agreement, dated  July 8,
           1994, by and between the  Company and Centre Development
           Co. (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).

  10.34    Lease,  dated December  2, 1991,  by and  between Injans
           Investments and  the Company (incorporated  by reference
           from Exhibit 10.20 to the Company's  Report on Form 10-K
           for the year ended December 31, 1991).

  10.34.1  First  Amendment  to  Standard  Industrial  Lease  dated
           September 12, 1996 by and between Injans Investments and
           the  Company  (incorporated  by reference  from  Exhibit
           10.23.1 to  the Company's  Report on  Form 10-K  for the
           year ended November 1, 1996).
<PAGE>
  Exhibit
  Nbr.                      Description of Exhibit



  10.35    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).

  10.36    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).

  10.37    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).

  10.37.1  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).

  10.38    Credit Agreement dated April 26, 1999 by and between the
           Company  and Comerica  Bank  (incorporated by  reference
           from Exhibit 10.1  to the Company's Report  on Form 10-Q
           for the quarter ended April 2, 1999).

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

  21 (*)   Subsidiaries of the Registrant

  23.1 (*) Consent of Independent Auditors.

  27.1 (*) Financial Data Schedule.

  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.

  ( * )    Filed Herewith