FORM 10-K

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

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

        For the fiscal year ended September 26, 1997.

                                  OR

   o    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
         (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
         Common Stock Purchase Warrants          American 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        

        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. [ ]
<PAGE>
        The aggregate  market value  of the  voting stock  held by  non-
   affiliates of  the  registrant on  November  18, 1997  based  on  the
   closing price of the common stock  on the New York Stock Exchange  on
   such date, was approximately $44,801,223.

        Indicated below is the number of outstanding shares of each
   class of the registrant's common stock, as of November 18, 1997.

        Title of Each Class of Common Stock      Number Outstanding

         Common Stock, $.01 par value               8,085,759


                    DOCUMENTS INCORPORATED BY REFERENCE

                                Document                           
   Part of the Form 10-K             
   Proxy Statement for Annual Meeting of
   Stockholders to be held January 13, 1998                   Part III

<PAGE>
                             TABLE OF CONTENTS


        Item                                                    Page

   PART I

         1   Business..........................................

         2   Properties........................................

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

         4   Submission of Matters to a Vote of Security Holders



   PART II

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

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

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


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

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

  PART III

        10   Directors and Executive Officers of the Registrant

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

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

        13   Certain Relationships and Related Transactions....


   PART IV

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

<PAGE>
                                  PART I

   Item 1.   Business.

   General

        Sport Supply Group, Inc. (the "Company" or "SSG") believes it is
   the largest  direct mail  marketer of  sports related  equipment  and
   leisure products to  the institutional market  in the United  States.
   The Company  principally serves  the institutional  market, which  is
   comprised primarily  of schools,  colleges, universities,  government
   agencies, military facilities, athletic  clubs, youth sports  leagues
   and  recreational  organizations.    SSG  offers  a  broad  line   of
   institutional-grade  equipment  and   provides  after-sale   customer
   service through the use of  sales personnel strategically located  in
   certain large metropolitan areas (the "Metro Marketing Group").   See
   Item 1. -- "Business  - Sales and Marketing."   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.  The  Company
   also serves the local sporting  goods team dealer market  principally
   with its MacGregor brand products.  The Company markets approximately
   8,000   sports   related   equipment   products   to   over   100,000
   institutional, retail, mass  merchant and team  dealer customers  and
   maintains over 200,000 names in mailing lists.

        In May 1996, the Company made the strategic decision to  dispose
   of its golf operations to focus  on its core institutional  business.
   On May 20, 1996 as  part of this plan  of disposal, the Company  sold
   virtually all  of the  assets of  its  Gold Eagle  Professional  Golf
   Products Division, which sold golf  accessory products to the  retail
   market.  In addition to the sale of Gold Eagle, the Company adopted a
   plan to  dispose  of the  remaining  operations of  its  retail  golf
   segment and classified  these operations as  discontinued.  On  March
   28, 1997, the Company disposed of substantially all of the  remaining
   assets of the discontinued operation to Nitro Leisure Products, Inc.,
   a Delaware corporation. The  discussion in this  Report on Form  10-K
   regarding the  Company's business,  unless otherwise  noted,  relates
   only to the Company's continuing operations (i.e., core institutional
   business).  Consequently, the Company  will no longer report  segment
   information about this  operation.   For a  discussion regarding  the
   Company's discontinued operations,  see Note 10  to the  consolidated
   financial statements included in Item 8. -- "Financial Statements and
   Supplementary Data."

        The Company's net  revenues have increased  from $47 million  in
   1991 to $79.1 million for the eleven month period ended September 26,
   1997.   The  Company attributes  its  high  level of  growth  to  the
   successful development of an  effective mail order marketing  program
   and competitive pricing that have  led to greater market  penetration
   and  to  the   development  of,  and   increase  in,  the   Company's
   manufacturing capabilities.
<PAGE>
        On  December  10,  1996,  pursuant  to  a  Securities   Purchase
   Agreement  dated  November  27,  1996  between  Emerson  Radio  Corp.
   ("Emerson") and  the  Company  (the  "Purchase  Agreement"),  Emerson
   acquired directly from the  Company  (i)  1,600,000 shares of  newly-
   issued Common  Stock (the  "Emerson Shares")  for an  aggregate  cash
   consideration of $11,500,000, or  approximately $7.19 per share,  and
   (ii)  5-year  warrants  (the   "Emerson  Warrants")  to  acquire   an
   additional 1,000,000 shares of Common Stock  at an exercise price  of
   $7.50 per share, subject  to standard anti-dilution adjustments,  for
   an aggregate cash  consideration of $500,000.   In addition,  Emerson
   agreed to arrange for  foreign trade credit  financing of $2  million
   for the benefit of the Company  to supplement the Company's  existing
   credit facilities.   If all of  the Emerson  Warrants are  exercised,
   Emerson will  own approximately  36% of  the issued  and  outstanding
   shares of Common Stock.  See Item 12 -- Security Ownership of Certain
   Beneficial  Owners   and  Management"   and  Item   13  --   "Certain
   Relationships and Related Transactions."

        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").  Prior to 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 one
   wholly-owned subsidiary, Sport  Supply Group International  Holdings,
   Inc., a shell corporation  that formerly held  the operations of  the
   Gold Eagle Canada Division that was sold in May 1996.

        The Company's  executive offices  are located  at 1901  Diplomat
   Drive, Farmers Branch, Texas 75234 and its telephone number is  (972)
   484-9484.

   Products

        The Company believes it manufactures and distributes one of  the
   broadest lines of sports related  equipment and leisure products  for
   the institutional market.   SSG offers  approximately 8,000  sporting
   goods  and  sports   related  products,  over   3,000  of  which   it
   manufactures.   The product  lines offered  by SSG  include  archery,
   baseball and  softball,  basketball, camping,  football,  tennis  and
   other  racquet  sports,   gymnastics,  indoor  recreation,   physical
   education,  soccer,  field   hockey,  lacrosse,   track  and   field,
   volleyball, weight lifting, and exercise equipment.

        The Company  believes  brand  recognition is  important  in  the
   institutional and team dealer  markets.  Most  of SSG's products  are
   marketed under trade  names or trademarks  owned or  licensed by  the
   Company. SSG  believes  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,
   service marks, and trade names include 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 Corporation - 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).
  
     .  Alumagoal[R] -- track  and field  equipment, including  starting
        blocks,  hurdles,  pole  vault  and  high  jump  standards   and
        crossbars.
        
     .  AMF -- gymnastics equipment (licensed  from AMF Bowling, Inc.  -
        see discussion below).
          
     .  BSN[R] -- sport balls and mail order catalogs.
        
     .  Champion -- barbells, dumbbells and weight lifting benches.
        
     .  Curvemaster[R] -- baseball and softball pitching machines.
        
     .  Fibersport -- pole vaulting equipment.
        
     .  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.
        
     .  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.
<PAGE>        
     .  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,  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 institutional customers  and sporting goods  dealers of  specified
   institutional  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
   equal to the  greater of a  certain percentage of  revenues from  the
   sale of  Voit products  or a  minimum  royalty as  set forth  in  the
   License Agreement.  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 has exercised two  renewal
   periods, and currently is permitted to use the Voit trademark through
   December 31, 1999.

        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 one of the most widely recognized trade names in the  industry.
   These products  are  being  sold to  customers  using  the  Company's
   existing marketing channels.   See Item 1. --  "Business - Sales  and
   Marketing."
<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 equal to the greater  of:
   (i) a  certain  percentage of  net  revenues  from the  sale  of  AMF
   products; or  (ii) a  minimum royalty  as set  forth in  the  license
   agreement.    The  minimum  royalty  increases  by  a   predetermined
   percentage each year the license agreement is in effect.  The initial
   term of the agreement expired on  December 31, 1995, and was  subject
   to three  renewal options  for consecutive  terms  of one  year  each
   through December  31,  1998.  SSG exercised  its  first  two  renewal
   options, and  currently is  permitted to  use  the AMF  name  through
   December 31, 1997. The Company may  also renew the license  agreement
   after December 31, 1997, subject  to certain provisions contained  in
   the license agreement.

        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)   2 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)  2
   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, 2011).

   Sales and Marketing

        The Company markets its products through four primary marketing
   divisions: 1) Sport Supply Group; 2) The Athletic Connection; 
   3) Youth Sports; and 4) U.S. Games.

        The Sport Supply Group marketing division markets SSG's products
   to institutional customers through catalogs, outbound  telemarketing,
   and bid related sales efforts.  SSG publishes two primary  catalogs
   designed for institutional customers: BSN[R] Sports, and New  England
   Camp and Recreation.  Master catalogs containing  a broad variety  of
   the Company's  products  are  sent to  all  customers  and  potential
   customers on  the Company's  mailing lists.   Seasonal  or  specialty
   supplements are prepared and mailed periodically to certain  accounts
   that pertain to particular sports, such as weight training,  baseball
   or track and field.  SSG services its existing accounts and  solicits
   new customers with a  total of over 2.2  million pieces of mail  each
   year, including approximately 2.0 million catalogs.
<PAGE>
        The Company's  mailing  lists,  developed  over  20  years,  are
   carefully maintained, screened,  and cross-checked.   SSG  frequently
   buys and rents lists that it  attempts to screen, improve, and  cross
   reference before incorporating them  into the Company's master  list.
   The master list is subdivided  into various combinations designed  to
   place catalogs in the hands  of individual purchase decision  makers.
   The master  list  is  also  subdivided  by  relevant  product  types,
   seasons, and customer profiles.

        While SSG  maintains a  strong  institutional customer  base  in
   rural and  small metropolitan  areas,  the institutional  markets  in
   large metropolitan areas  have historically been  dominated by  local
   sporting goods dealers and retailers.   Over the last several  years,
   there has  been a  growing trend  of large  metropolitan area  school
   districts,  city  recreation  departments,  and  other   institutions
   submitting proposed purchases through competitive bids.  In  response
   to this  trend, SSG  intensified its  bid  related sales  efforts  by
   having its  Metro  Marketing  Group target  large  metropolitan  area
   school districts  and  institutions in  an  effort to  include  SSG's
   products among those specified on bid invitations.

        The U.S.  Games marketing  division  was established  to  market
   certain of  the  Company's products  to  elementary schools  and  the
   preschool market.

        The Athletic Connection  marketing division  was established  in
   1992  to  market  certain  of  the  Company's  products,  principally
   MacGregor brand products,  to sporting  goods team  dealers who  also
   market  these  products  to  institutional  customers.  Products  are
   marketed   through   annual    catalogs   and   commissioned    sales
   representatives to team dealers as opposed to institutional customers
   targeted by the Sport Supply Group marketing division.

        The Youth Sports marketing division concentrates on selling team
   sports products  to  independent  youth  leagues.  The  Youth  Sports
   division utilizes  outbound  telemarketing, outside  salesmen  and  a
   master catalog in  conjunction with a  supplier contract with  Little
   League Baseball,  Inc. to  reach this  marketplace.   In addition  to
   equipment and  uniforms,  the  Youth Sports  division  also  provides
   trophies and fund  raising products.   On May 15,  1996, SSG  entered
   into a five-year Advertising and Distribution Agreement with  Hershey
   Chocolate U.S.A.   Pursuant  to this  Agreement, SSG  advertises  and
   distributes promotional  materials  featuring  Hershey  fund  raising
   programs and  products to  youth sports  leagues and  teams and  also
   sells Hershey Chocolate  products to its customers.  The Youth Sports
   division has  entered into  Promotional  Agreements with  Pizza  Hut,
   Lever Brothers, Lionel Trains,  and Warner-Lambert (Bubbilicious)  in
   an  effort  to  leverage  SSG's  direct  marketing  and  distribution
   network.  These relationships help offset marketing costs and  create
   valuable brand-name recognition.
<PAGE>
   Customers

        The Company's revenues are not dependent  upon any one or a  few
   major customers.    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 and team dealer suppliers.   SSG believes its  customer
   base in the United States is the largest in the institutional  direct
   mail market.  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.  While  institutions
   are subject to budget constraints,  once allocations have been  made,
   aggregate levels of expenditures are typically not reduced.

        Approximately 7%, 8%, and 10% of  the Company's sales in  fiscal
   1997 (which  consisted  of the  eleven  months ending  September  26,
   1997), 1996,  and  1995 (which  consisted  of the  10  months  ending
   October  31,  1995),   respectively,  were  to   the  United   States
   Government, a majority of which sales were 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 in December
   2001.  Under  the   GSA  Contract,   the  Company   agrees  to   sell
   approximately 700 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
   contract with the  General Services  Administration for  the sale  of
   approximately 40 camp related products with terms similar to the  GSA
   Contract.  This contract expires in August 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 a  U.S.  Government  non-appropriated fund  contract.    This
   contract is  administered  by the  United  States Air  Force  and  is
   scheduled to  expire  on September  30,  1999.   See  Note 6  to  the
   consolidated financial statements included  in Item 8. --  "Financial
   Statements and Supplementary Data."

   Seasonal Factors and Backlog

        Historically, SSG's revenues have peaked in the second and third
   calendar quarters  of  each  year  due  primarily  to  the  budgeting
   procedures of  many of  its customers  and  the seasonal  demand  for
   product offered by the Company.   Less revenues are generated in  the
   first and  fourth calendar  quarters because  of the  reduced  demand
   arising from decreased sports activities, adverse weather  conditions
   inhibiting customer demand, holiday seasons and school recesses.  See
   Note 12 to the consolidated financial statements included in Item  8.
   -- "Financial Statements and Supplementary Data."
<PAGE>
        SSG had  a backlog  for continuing  operations of  approximately
   $2,526,000  at  September   26,  1997,   compared  to   approximately
   $2,174,000 at November 1, 1996.

   Manufacturing and Suppliers

        The Company manufactures many of the products it distributes  at
   its four manufacturing facilities.  See Item 2. -- "Properties." Game
   tables, gym  mats, netting,  and tennis  and baseball  equipment  are
   manufactured  in  the   Company's  two   Anniston,  Alabama   plants.
   Gymnastics equipment is manufactured  at SSG's facility in  Cerritos,
   California.  Items of steel and aluminum construction, such as soccer
   field  equipment   and  weight   room  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.  Except as noted above, items not manufactured by SSG  are
   purchased from  various suppliers  primarily  located in  the  United
   States, the Republic of China  (Taiwan), South Korea, Australia,  the
   Philippines, Thailand, the People's Republic of China, Pakistan,  and
   Germany.  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 exchange rate differences.

   Competition

        SSG competes in the institutional market principally with  local
   sporting goods  dealers  and  retail  sporting  goods  stores,  which
   collectively dominate the institutional  market.  Dealers and  retail
   stores occasionally fill institutional orders with Company  products.
   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 offered, and revenues.

        The Company competes in the institutional market principally  on
   the basis of  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 wholesalers, manufacturers, and/or distributors.  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.
<PAGE>
        While large  sporting goods  companies such  as Wilson  Sporting
   Goods Co.,  Spalding Sporting  Goods, a  division of  Evenflo,  Inc.,
   Rawlings Sporting Goods,  and Russell Athletic  Company dominate  the
   marketing of sports related equipment in the United States, SSG  does
   not compete directly with such companies.   Rather, certain of  these
   companies supply products  to SSG as  well as  retail sporting  goods
   stores and team  dealers, the  Company's primary  competitors in  the
   institutional market.

   Government Regulation

        Many of the Company's products are subject to 15 U.S.C. SS 2051-
   2084 (1992  and Supp.  1996), 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 which 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 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."

        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.    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.

   Employees

        On September  26,  1997,  SSG had  approximately  395  full-time
   employees in  its  core  institutional business,  146  of  whom  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 is good.
<PAGE>
                     EXECUTIVE OFFICERS OF THE COMPANY

                                                              Year
                                                             First
                                                             Became
        Name           Age           Present Position       Officer

   Geoffrey P.          57     Chairman of the Board and      1996
   Jurick                      Chief Executive Officer

   Peter S.             49     President and Chief            1991
   Blumenfeld                  Operating Officer

   John P. Walker       34     Executive Vice President       1996
                               and Chief Financial Officer

   Terrence M.          35     General Counsel and            1995
   Babilla                     Secretary

      All officers are elected for a term of one year or until their
                       successors are duly elected.


   Item 2.   Properties.

        The  Company  leases  (i)   a  135,000  square  foot   corporate
   headquarters and manufacturing facility and    (ii) a 181,000  square
   foot warehouse facility, each of which is located in Farmers  Branch,
   Texas.  The 135,000 square foot facility is under a lease expiring in
   July 1999, with a five year renewal option.  The 181,000 square  foot
   warehouse facility is under a lease  expiring in December 2004,  with
   two (2) five year renewal options.  The Company also leases a  45,000
   square foot gymnastics equipment manufacturing facility in  Cerritos,
   California.  The  Company's lease in  California expires in  December
   2001.

        The Company  owns (i)  a 35,000  square  foot foam  product  and
   netting manufacturing plant and (ii) a 45,000 square foot game  table
   manufacturing plant, both of which are located in Anniston, Alabama.
<PAGE>
   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, 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.  The  circumstances surrounding
   such termination are the subject of two proceedings. 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 unnamed
   "John Does" of the Company for tortious interference with contractual
   relationships.   The  Company  intends to  vigorously  defend  itself
   against Mr. Davis' complaint.

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

        Not Applicable.

<PAGE>
                                 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.   SSG's Common  Stock Purchase  Warrants, which  were
   distributed as a  special dividend to  the Company's stockholders  on
   December 27, 1993 (the "1993 Warrants"),  are traded on the  American
   Stock Exchange, Inc. ("AMEX") under the  symbol GYMW.  As of  October
   28, 1997, there  were 2,247 holders  of the  Common Stock  (including
   individual security  position listings).   The  following table  sets
   forth the range for the periods  indicated of the high and low  sales
   prices for  the Common  Stock and  the  1993 Warrants  (after  giving
   effect to the 5 for 4 stock split declared by the Company on  January
   26, 1994).  There is no fourth quarter 1997 information set forth  in
   the following table due  to the Company's change  in its fiscal  year
   end from October 31 to September 30.

                             Common Stock          1993 Warrants
                           High        Low        High       Low

   1996       First        8-5/8      6-3/4      1-1/4       3/8
              Quarter
              Second       8-1/8      6-1/8      11/16       3/8
              Quarter
              Third        8-1/4      4-5/8      13/16       1/8
              Quarter
              Fourth       7-7/8      5-1/8       1/2        3/16
              Quarter

   1997       First        6-7/8      4-5/8       5/16       1/16
              Quarter
              Second       6-1/2      5-1/8       5/16       1/64
              Quarter
              Third        8-7/8      5-3/8       1/8        1/32
              Quarter

        The Company announced on January 2, 1996 that it terminated  its
   annual cash  dividend  policy  effective immediately.    The  Company
   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  December  10,  1996,  pursuant  to  a  Securities   Purchase
   Agreement dated November  27, 1996  between Emerson  and the  Company
   (the  "Purchase  Agreement"),  Emerson  acquired  directly  from  the
   Company (i)  1,600,000  shares  of  newly-issued  Common  Stock  (the
   "Emerson Shares") for an aggregate cash consideration of $11,500,000,
   or approximately  $7.19 per  share, and   (ii)  5-year warrants  (the
   "Emerson Warrants")  to acquire  an  additional 1,000,000  shares  of
   Common Stock at  an exercise  price of  $7.50 per  share, subject  to
   standard   anti-dilution   adjustments,   for   an   aggregate   cash
   consideration of $500,000.   In addition,  Emerson agreed to  arrange
   for foreign trade credit financing of  $2 million for the benefit  of
   the Company to supplement  the Company's existing credit  facilities.
   See Item 12 -- "Security Ownership  of Certain Beneficial Owners  and
   Management"  and  Item  13  --  "Certain  Relationships  and  Related
   Transactions".  The Emerson Shares and Emerson Warrants were sold  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).

        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.  Such purchases
   are subject  to price  and availability  of shares,  working  capital
   availability and  any alternative  capital spending  programs of  the
   Company.   As of  September 26,  1997,  the Company  had  repurchased
   approximately 287,000 of its issued  and outstanding common stock  in
   the open market.

   Item 6.   Selected Financial Data.

        The following tables set forth certain historical financial data
   for the Company. The historical financial data has been derived  from
   the audited financial statements of the Company.  The historical data
   below 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>
                                                 (4)
                         SELECTED FINANCIAL DATA 
               (Amounts in thousands, except per share amounts)

                         Eleven Months    Year Ended     Ten Months        Year Ended
                         Ended Sep. 26     Nov. 1       Ended Oct. 31       Dec. 31
                            1997            1996            1995         1994      1993
   <S>                     <C>            <C>             <C>         <C>        <C>
   Statement of
    Earnings Data:
   Net revenues            $79,109        $80,521         $65,134      $66,920   $58,817
   Gross profit             31,404         29,955          25,259       26,326    23,551
   Operating profit (loss)   4,226            (65)          3,894        5,162     5,694
   Interest expense            757          1,372           1,126          973     1,039
   Other income
    (expense), net              83             38             209           (5)       24
   Cumulative effect of
    accounting change           --            --               --           --        50
   Earnings (loss) from
    continuing operations    2,576           (964)          1,847        2,802     3,324
   Earnings (loss) from
    discontinued operations (2,574)       (17,773)           (457)       1,900       482
    Net earnings (loss)          2        (18,737)          1,390        4,702     3,806
   Net earnings (loss) per
    common share from
    continuing operations(1)  0.32          (0.14)           0.27         0.42      0.65
   Net earnings (loss) per
    common share from
    discontinued
    operations(1)(3)         (0.32)         (2.63)          (0.07)        0.28      0.09
   Net earnings (loss) per
    common share(1)          $0.00         $(2.77)         $  .20       $  .70   $   .74
   Weighted average common
    shares outstanding(1)    8,151          6,768           6,950        6,760     5,154
   Cash dividends declared
    per common share (2)      --              --           $  .12      $   .13   $   .16

                         At Sept. 26       At Nov. 1     At Oct. 31          At Dec. 31
   Balance Sheet Data:      1997            1996            1995            1994    1993
   Working capital         $24,006        $21,322         $42,231      $32,886   $25,840
   Total assets             50,484         70,009          86,355       71,616    45,574
   Long-term
    obligations, net         4,418         24,338          29,199       16,698     5,578
   Total liabilities        11,527         40,846          38,745       25,143    10,618
   Stockholders' equity     38,957         29,163          47,610       46,473    34,956
</TABLE>
<PAGE>
   (1)   Reflects the 5 for 4 stock  split declared during January, 1994.
   (2) Dividends declared in 1995 consisted  of a $0.03 per share dividend
   for the first  three quarters.  Dividends declared in  1994 consisted of
   a $0.04 per share dividend for the  fourth quarter of 1993 and a $0.03
   per share dividend for the first, second   and third quarters of 1994.
   (3)       See  Note  10  to  the  consolidated  financial  statements
   included in Item 8. - "Financial Statements and Supplementary Data."
   (4)    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  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. See Note 1 to
   the  consolidated  financial  statements   included  in  Item  8.   -
   "Financial Statements and Supplementary Data".

                             For the       For the      For the
                            11 Months     12 Months    10 Months 
                              Ended         Ended         Ended
                             Sep. 26,      Nov. 1,      Oct. 31,
                               1997          1996         1995

   Net revenues (in          $79,109       $80,521       $65,134
   thousands)
                              100.0%        100.0%        100.0%
   Cost of sales               60.3%         62.8%         61.2%
   Selling,  general   and
   administrative expenses     32.7%         37.3%         32.8%

   Operating profit (loss)      5.3%         (0.1)%        6.0%
<PAGE>

        In May 1996, the Company sold substantially all of the assets of
   its Gold Eagle Professional Golf  Products Division ("the Gold  Eagle
   Division") and approved  a formal plan  to dispose  of its  remaining
   retail segment operations  comprised of golf  balls and golf  related
   accessories.  In March  1997, the Company  sold its remaining  retail
   segment  operations.  See  Note  10  to  the  consolidated  financial
   statements  included  in   Item  8.  -   "Financial  Statements   and
   Supplementary Data".   As  a  result, the  accompanying  consolidated
   financial statements present SSG's  retail segment 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  11  month
   period. Therefore, certain financial data for 1997 and 1996 presented
   within this  section  also  includes  (where  indicated)  comparative
   information relative to  the eleven months  ended September 30,  1996
   (which  information  is  unaudited)  to  provide  a  more  meaningful
   discussion of comparable operating results.  The following discussion
   regarding 1997 as  compared to  1996 and  1996 as  compared to  1995,
   unless otherwise  indicated,  relates  to  the  Company's  continuing
   operations only.

   1997 Compared to 1996

   The following table summarizes certain financial information relating
   to the  Company's results  of continuing  operations for  the  eleven
   month period ended September 26, 1997 and the comparable eleven month
   period of 1996:

                                                        1996
                                       1997        (unaudited)
  
        Net Revenues                $79,109,063     $73,604,273
        Gross Profit                $31,403,655     $28,110,058
        Provision for Income Taxes     $975,569        $171,906
        Net Earnings                 $2,576,000        $305,611


   Net Revenues.    Net  revenues for  the  eleven  month  period  ended
   September 26, 1997 decreased by approximately $1.4 million (1.8%)  as
   compared to the fiscal year ended November 1, 1996. Net revenues for the
   eleven month period ended September 26, 1997 increased by approximately
   $5.5 million (7.5%) as compared to the eleven month comparable  period
   ended September  30, 1996.   The  increase in  net revenues  reflects
   increases in revenues associated  primarily with youth sports  league
   customers.  These increases  were partially offset  by a decrease  in
   Government  sales.    As  the  Government  continues  to  reduce  its
   spending, the Company expects to experience a decrease in  Government
   sales in future periods.  The Company's revenues were also  adversely
   affected by the United Parcel  Services ("UPS") strike that  occurred
   in August of 1997.  The Company was unable to ship the entire balance
   of its order backlog, which resulted in cancellation of some orders.
<PAGE>
   Gross Profit.     Gross  profit for  the  eleven month  period  ended
   September 26, 1997 increased by approximately $1.4 million (4.8%)  as
   compared to the fiscal year ended  November 1, 1996 and $3.3  million
   (11.7%) as compared to  the eleven month  period ended September  30,
   1996.  As  a percentage of  net revenues, gross  profit increased  to
   39.7% in 1997 from 37.2% for the fiscal year ended November 1,  1996.
   The dollar increase  as well  as the increase  in gross  profit as  a
   percentage of net revenues is primarily attributable to the  increase
   in sales related to SSG's youth league division.

   Selling, General and Administrative  Expenses.  Selling, general  and
   administrative expenses for the  eleven month period ended  September
   26, 1997 decreased by approximately $4.1 million (13.8%) as  compared
   to the fiscal  year ended  November 1,  1996 and  $537,000 (2.0%)  as
   compared to the eleven month period  ended September 30, 1996.  As  a
   percentage of net revenues,  operating expenses decreased from  37.3%
   to 32.7% for the fiscal year ended September 26, 1997 as compared  to
   the fiscal  year ended  November  1, 1996.    The decrease  in  these
   expenses as a  percentage of net  revenues was primarily  due to  the
   following factors:

   (i)    A decrease in  bad debt expense associated with the  Company's
     successful  collection   efforts  and  better  credit   evaluations
     potential customers.

   (ii)   A decrease in expenses relating to the Company's participation
     in  the 1996  Olympic games,  as all  expenses          related  to
     royalties and travel were incurred and paid in fiscal year 1996.

   (iii) A  decrease in  depreciation and  amortization related  to  the
     write-offs of certain software and forecasting systems recorded  in
     the fourth quarter of fiscal year 1996.

   (iv) A decrease in  other expenses such as office supplies,  postage,
     paper and  forms, delivery service,  and telephone as  a result  of
     management's efforts to  reduce overall general and  administrative
     expenses.

   These decreases  in  operating  expenses  were  partially  offset  by
   additional freight  costs  associated  with the  UPS  strike  as  the
   Company had to utilize other more expensive carriers in order to ship
   products.  Operating  expenses were also  offset by  the increase  in
   advertising expenses due to the expansion of the Company's  marketing
   efforts, primarily expenses relating to catalogs mailed to customers.
   Since the Company has combined its  BSN, GSC, and Passons'  catalogs,
   the Company anticipates  a decrease  in catalog  expenses for  fiscal
   year 1998.

   Nonrecurring Charges.  A majority of the nonrecurring pre-tax  charge
   of $1.3 million for the fiscal year ended September 26, 1997  related
   to the "change in control" of  the Company that occurred on  December
   10,  1996  (including  severance  payments  to  the  former  CEO   of
   approximately $680,000).  The change in  control was the result of  a
   stock purchase agreement  with Emerson.   As part  of the  agreement,
   Emerson purchased 1,600,000 shares of SSG common stock and  1,000,000
   common stock purchase warrants and caused  a majority of the  members
   of SSG's Board of Directors to consist of Emerson's designees.
<PAGE>
   Operating Profit (Loss).  Operating profit increased by approximately
   $4.3 million to a profit of  $4.2 million in fiscal 1997 from a  loss
   of approximately $65,000 for the fiscal  year ended November 1,  1996
   and increased by $2.5 million as compared to the eleven month  period
   ended September 30, 1996.  As a percentage of net revenues, operating
   profit increased to 5.3%  in fiscal 1997 from  (0.1%) for the  fiscal
   year ended November 1, 1996.  The increase in operating profit,  both
   in dollar amount and  as a percentage of  net revenues, reflects  the
   impact of the increase in gross  profit percentages related to  sales
   and the decrease in operating expenses as discussed above.

   Interest Expense.  Interest expense decreased approximately  $615,000
   (44.8%) to $757,000 in fiscal 1997  from $1.4 million for the  fiscal
   year ended November 1,  1996 and by $500,000  (39.7%) as compared  to
   the eleven month period  ended September 30, 1996.   The decrease  in
   interest expense resulted from lower borrowing levels as a result  of
   the equity infusion by Emerson and  the proceeds  received from  the
   sale of the discontinued operations.

   Other Income, Net.  Other income increased  approximately $45,000  in
   fiscal 1997 as compared  to the fiscal year  ended November 1,  1996.
   The increase  in  other income  resulted  from 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.  Other income  is expected to increase in  future
   periods as a result of a  full year benefit being realized from  this
   agreement.    See  Item  13  -  "Certain  Relationships  and  Related
   Transactions".

   Provision (Benefit) for Income Taxes.  The provision for income taxes
   increased approximately $1.4  million to a  provision of $976,000  in
   fiscal 1997 from a benefit of $436,000 in fiscal 1996.  The Company's
   effective tax rate decreased  to 27.5% in fiscal  1997 from 31.1%  in
   fiscal 1996.   See Note 4  to the  consolidated financial  statements
   included in Item 8 -- "Financial Statements and Supplementary Data".

   Earnings (Loss)  from Continuing  Operations.   Earnings (loss)  from
   continuing operations increased  approximately $3.5  million to  $2.6
   million in  1997 from  a loss  of  $964,000 in  fiscal  1996.   As  a
   percentage of the  net revenues, net  earnings increased  to 3.3%  in
   1997 from a loss of 1.2% in  fiscal 1996.  Earnings (loss) per  share
   from continuing operations increased to $.32 per share in 1997 from a
   loss of $(0.14)  per share  in fiscal 1996.   This  reflects a  20.4%
   increase in weighted average shares  outstanding related to the  sale
   to Emerson of  1,600,000 shares  of SSG's  newly-issued common  stock
   offset by approximately 287,000 shares of its issued and  outstanding
   common stock purchased in the open market.
<PAGE>
   1996 Compared to 1995

   Net Revenues.   Net revenues for  the fiscal year  ended November  1,
   1996 increased by approximately $15.4 million (23.6%) as compared  to
   the fiscal year  ended October 31,  1995 and $7.0  million (9.5%)  as
   compared to  the twelve  month period  ended  October 31,  1995.  The
   increase in net  revenues reflects increased  sales in  substantially
   all operating divisions, including  increases in revenues  associated
   with youth sports league customers,  partially offset by declines  in
   revenues associated with the United  States Government.  The  Company
   believes these declines are attributable to the continued  downsizing
   of military installations  and work stoppages  of various  government
   agencies during fiscal 1996.

   Gross Profit.   Gross profit for  the fiscal year  ended November  1,
   1996 increased by approximately $4.7  million (18.6%) as compared  to
   the fiscal year  ended October 31,  1995 and $1.5  million (5.2%)  as
   compared to the  twelve month period  ended October 31,  1995.  As  a
   percentage of net revenues, gross profit  decreased to 37.2% in  1996
   from 38.8% for the fiscal year ended October 31, 1995.  The  decrease
   in gross  profit  as  a  percentage  of  net  revenues  is  primarily
   attributable to a $950,000 charge  to the inventory reserve  recorded
   in the fourth quarter of 1996  and higher sales mix related to  youth
   sports  leagues  which  are  at  lower  margins  than  the  Company's
   institutional business.  The inventory reserve reflects  management's
   periodic assessment of the carrying value of the Company's  inventory
   and the  Company's strategy  to dispose  of slow-moving  or  obsolete
   inventory. During  fiscal  year  1996, the  Company  intensified  its
   marketing efforts relating to youth  sports leagues with new  product
   offerings and very aggressive pricing strategies designed to increase
   its market  penetration.   As a  result  of these  efforts,  revenues
   associated  with  youth  sports  league  customers  increased  as   a
   percentage of total revenues but contributed to the decrease in gross
   profit as a percentage of net revenues.

   Selling, General and Administrative  Expenses.  Selling, general  and
   administrative expenses for  the fiscal year  ended November 1,  1996
   increased by approximately  $8.7 million (40.5%)  as compared to  the
   fiscal year  ended  October 31,  1995  and $4.9  million  (19.5%)  as
   compared to the  twelve month  period ended  October 31,  1995.   The
   increase in  these  expenses  was  primarily  due  to  the  following
   factors:

   (i) An  increase  in  expenses  relating  to  the  Company's  primary
   distribution facility for the twelve months ended November 1, 1996 as
   compared to the  twelve month period  ended October 31,  1995.   This
   facility  was  opened  during  April  1995  and  therefore  was   not
   operational for  the entire  twelve month  period ended  October  31,
   1995.  Such expenses include labor, rent and depreciation.

   (ii)  An  increase in payroll  costs associated with  an increase  in
   employees.
<PAGE>
   (iii) An increase in  freight costs associated  with the increase  in
   net revenues.   Historically,  the Company  has not  billed the  U.S.
   Government or  bid  customers  freight.    As  a  percentage  of  net
   revenues,  freight  costs  (net  of  freight  costs  recovered   from
   customers) increased  for fiscal  year 1996  compared to  the  twelve
   months ended October 31,  1995.  This increase  was due primarily  to
   revenues associated with youth  sports leagues.  As  a result of  the
   Company's pricing  strategy  with  respect to  youth  sports  leagues
   discussed above, billable  freight costs from  sales to youth  sports
   league  customers  are  lower  than  SSG's  historical  institutional
   business.  In addition, during 1996 the Company strategically elected
   to change its primary  freight carrier in  order to improve  customer
   service.  Average shipping rates of the new carrier were higher  than
   SSG's previous carrier.

   (iv)  Expenses relating  to the Company's  participation in the  1996
   Olympic summer games.  These expenses include royalties, travel,  and
   miscellaneous  advertisements  incurred  during  fiscal  1996,  which
   expenses were partially offset  by the sale of  products used in  the
   Olympic games.

   (v) An increase in the  provision for receivables relating  primarily
   to SSG's youth  sports league  customers based  upon on-going  credit
   evaluations.

   (vi) An increase in advertising expenses due to the expansion of  the
   Company's marketing efforts, primarily expenses relating to  catalogs
   mailed to customers and additional advertising relating to the  youth
   sports league division.

   (vii) An increase in professional fees and expenses relating to legal
   and financial  services  provided to  the  Company.   Such  fees  and
   expenses were incurred  in connection with  the Company's efforts  to
   arrange additional  debt and  equity  financing, including  fees  and
   expenses relating to the Emerson transaction.

   (viii) The write-off of software and forecasting systems because  the
   Company determined these assets would have no future benefit.

   Operating Profit (Loss).  Operating profit decreased by approximately
   $3.9 million to a loss of   $65,165 in fiscal  1996 from a profit  of
   $3.9 million for the fiscal year ended October 31, 1995 and decreased
   $3.4 million (101.9%) as  compared to the  twelve month period  ended
   October 31, 1995.  As a percentage of net revenues, operating  profit
   decreased to (0.1)%  in fiscal  1996 from  6.0% for  the fiscal  year
   ended October 31, 1995.   The decrease in  operating profit, both  in
   dollar amount  and as  a percentage  of  net revenues,  reflects  the
   impact of  the increase  in operating  expenses and  the decrease  in
   gross profit percentages as discussed above.
<PAGE>
   Interest Expense.  Interest expense increased approximately  $246,000
   (21.8%) to $1.4  million in  fiscal 1996  from $1.1  million for  the
   fiscal year ended October 31, 1995 and $31,000 (2.3%) as compared  to
   the twelve month  period ended  October 31,  1995.   The increase  in
   interest expense reflects higher borrowing rates associated with  the
   Company's  senior  credit  facility  as  compared  to  the  Company's
   borrowing rates in 1995,  partially offset by  a decrease in  average
   borrowing levels.  The  decrease  in  average  borrowing  levels  was
   associated primarily with the proceeds generated from the sale of the
   Gold Eagle Division.

   Provision (Benefit) for Income Taxes.  The provision for income taxes
   decreased approximately  $1.6 million  to a  benefit of  $436,000  in
   fiscal 1996 from  a provision of  $1.1 million in  fiscal 1995.   The
   Company's effective tax rate decreased to  31.1% in fiscal 1996  from
   38.0% in fiscal 1995.

   Earnings (Loss)  from Continuing  Operations.   Earnings (loss)  from
   continuing  operations  decreased   approximately  $2.8  million   to
   $(964,000) in 1996 from $1.8 million in fiscal 1995.  As a percentage
   of net revenues,  net earnings  decreased to  (1.2)% in  1996 from  a
   profit of 2.8%  in fiscal  1995.   Earnings (loss)  per common  share
   decreased to $(0.14)  per share in  1996 from earnings  of $0.27  per
   share in fiscal 1995, which reflects the reduction in earnings (loss)
   offset by a slight decrease in weighted average shares outstanding.

   Liquidity and Capital Resources

   The Company's  working  capital increased  approximately  $7.3  million
   during the fiscal year ended September 26, 1997, from $16.7 million  at
   November 1, 1996 to $24.0 million at September 26, 1997.  The  increase
   in working  capital  is primarily  a  result  of: (i)  a  $5.0  million
   decrease in accounts  payable; (ii) a  $1.6 million  increase in  trade
   receivables due to higher revenues; and  (iii) a $6.3 million  decrease
   in net current liabilities of discontinued  operations due to the  sale
   of the  remaining discontinued  operations on  March  28, 1997.    This
   increase is partially offset by a $3.0 million decrease in  inventories
   resulting from the Company's working capital reduction program.

   As of September 26,  1997, the Company had  total borrowings under  its
   senior credit facility of approximately  $4.6 million including a  term
   loan of  $1,625,000  which  is payable  in  quarterly  installments  of
   principal and accrued  interest of $125,000  through October 31,  2000,
   outstanding letters of  credit for  foreign purchases  of inventory  of
   approximately $1.3  million, and  availability of  approximately  $13.6
   million.  The  net decrease of  $19.8 million in  borrowings under  the
   senior credit facility and  the net decrease of  $5.0 million in  trade
   payables compared  to  November  1, 1996  reflects  (i)  a  payment  of
   approximately $12.0 million using the proceeds received by the  Company
   from the sale of 1,600,000 shares of the Company's common stock and 1.0
   million  common  stock  purchase   warrants  to  Emerson  Radio   Corp.
   ("Emerson"), (ii) a  payment of  approximately $8.2  million using  the
   proceeds received  from  the  sale  of  the  remaining  assets  of  the
   discontinued retail segment, and (iii) a payment of approximately  $3.0
   million using the amount received from tax refunds.
<PAGE>
   On September 9,  1997, the Company  entered into a  Second Amended  and
   Restated Loan  and Security  Agreement ("Agreement")  which includes  a
   senior credit facility of $25,000,000 with  a maturity date of  October
   31, 2000.  This Agreement provides  for additional loans to be made  to
   SSG for the cost  of certain capital expenditures  (up to a maximum  of
   $4,000,000) and reduced  interest rates.   The Agreement also  contains
   financial and  net worth  covenants in  addition to  limits on  capital
   expenditures.

   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.    The proceeds  from  the  sale  of  the
   discontinued operations and proceeds from the Emerson transaction  were
   used to reduce the  Company's outstanding borrowings.   As a result  of
   the sale and  the reduced  interest rates  included in  the new  credit
   agreement, interest expense is expected to be less in future  operating
   periods.

   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.   Such purchases are  subject
   to price and availability of  shares, working capital availability  and
   any alternative  capital  spending programs  of  the Company.    As  of
   September 26, 1997, the  Company had repurchased approximately  287,000
   of its issued  and outstanding  common stock in  the open  market.   In
   addition, the  Company  will  need to  address  the  Year  2000  issues
   relating to its current management information  system.  At this  time,
   the Company is in the process of evaluating all of its options that may
   result in a new system implementation.   As of September 26, 1997,  the
   Company had no  material capital  requirements.   However, the  Company
   believes it will be able to satisfy any projected capital  requirements
   that may  arise in  the foreseeable  future from  borrowings under  the
   senior credit facility and cash flows from operations.

   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",  "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  remain  difficult to
   predict.  The Company continues to  face many risks and uncertainties,
   including: general  and  specific market  economic  conditions, United
   States Government sales,  risk of  nonpayment of  accounts receivable,
   competitive factors, and foreign supplier related issues.
<PAGE>
   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.  The  Company believes  it will be
   able to  pass any  significant price  increases  on to  its customers;
   however, any price increases could have  an adverse effect on revenues
   and costs.

   Approximately 7% of the Company's institutional  sales are made to the
   U.S.  Government,   a  majority   of  which   are  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.

   The Company ships  approximately 80%  of its products  using UPS.   As
   experienced earlier this year,  a strike by any  of its 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, they will continue to
   rely on 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, credit risks  associated with  the youth league  division are
   considered by the Company to be greater  than any other division.  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.  SSG competes  principally in the institutional
   market with local sporting goods dealers, as well as other direct mail
   companies.  While large  sporting goods companies  dominate the market
   of sporting goods in  the United States, the  Company does not compete
   with such 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 many of
   the products  it purchases  from  domestic suppliers  are  produced by
   foreign manufacturers.    The Company  is  subject to  risks  of doing
   business abroad, including  delays in  shipments, adverse fluctuations
   in currency exchange rates,  increases in import  duties, decreases in
   quotas, changes  in custom  regulations  and political  turmoil.   The
   occurrence of any one or more  of the foregoing could adversely affect
   the Company's operations.

   Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

           Not Applicable

<PAGE>
   Item 8.   Financial Statements and Supplementary Data.

   Sport Supply Group, Inc.

   Index to Financial Statements

                                                                    Page

   Report of Independent Auditors

   Consolidated Balance Sheets as of September 26, 1997 and November  1,
   1996

   Consolidated Statements  of Operations  for the  Eleven Month  Period
   Ended September 26, 1997, the Year Ended November 1, 1996, and the Ten
   Month Period Ended October 31, 1995

   Consolidated Statements of Stockholders' Equity for the Eleven  Month
   Period Ended September 26, 1997, the Year Ended November 1, 1997, and
   the Ten Month Period  Ended October 31, 1995

   Consolidated Statements of  Cash Flows  for the  Eleven Month  Period
   Ended September 26, 1997, the Year Ended November  1, 1996,  and  for
   the Ten Month  Period Ended October 31, 1995

   Notes to Consolidated Financial Statements

   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 sheet  of
   Sport Supply Group, Inc. and subsidiary as of September 26, 1997, and
   the  related  consolidated  statement  of  operations,  stockholders'
   equity, and cash flow for 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 audit.

        We conducted  our audit  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  audit  provides  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 subsidiary as  of
   September 26, 1997, and the consolidated results of its operation and
   its cash flow for the eleven  month period ended September 26,  1997,
   in conformity with generally accepted accounting principles.




                                   ERNST & YOUNG LLP

   Dallas, Texas
   November  11, 1997
<PAGE>

                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

   To Sport Supply Group, Inc.:

        We have audited the  accompanying consolidated balance sheet  of
   Sport Supply Group, Inc. (a  Delaware corporation) and subsidiary  as
   of November  1,  1996  and the  related  consolidated  statements  of
   operations, stockholders' equity, and cash  flows for the year  ended
   November 1, 1996, and  the ten month period  ended October 31,  1995.
   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  financial
   position of Sport Supply Group, Inc. and subsidiary as of November 1,
   1996 and the results of their operations and their cash flows for the
   year ended November 1,  1996 and the ten  month period ended  October
   31, 1995 in conformity with generally accepted accounting principles.

                                   ARTHUR ANDERSEN LLP   Dallas, Texas
   January 29, 1997

<PAGE>
<TABLE>
               SPORT SUPPLY GROUP, INC. AND SUBSIDIARY
                     CONSOLIDATED BALANCE SHEETS
            AS OF SEPTEMBER 26, 1997 AND NOVEMBER 1, 1996

                                         September 26,   November 1,
                                            1997           1996
   <S>                                   <C>            <C>
   CURRENT ASSETS :
      Cash                               $   602,779    $   435,213
      Accounts receivable -
             Trade, less allowance for
             doubtful accounts of
             $797,000 in 1997 and         13,452,286     11,836,173
             $552,000 in 1996
             Other                           467,661        138,994
      Income taxes receivable              1,653,875      1,343,579
      Inventories,net                     12,284,425     15,320,505
      Other current assets                   583,414        899,588
      Deferred tax assets                  2,069,678      5,883,341

             Total current assets         31,114,118     35,857,393


   DEFERRED CATALOG EXPENSES               1,150,514      2,367,875

   PROPERTY, PLANT AND EQUIPMENT :
      Land                                     8,663          8,663
      Buildings                            1,595,228      1,551,723
      Machinery and equipment              5,661,315      6,029,845
      Furniture and fixtures               2,427,527      2,900,870
      Leasehold improvements               2,277,372      2,365,821

                                          11,970,105     12,856,922
      Less -- Accumulated depreciation   (6,638,319)    (6,779,589)
      and amortization

                                           5,331,786      6,077,333


   DEFERRED TAX ASSETS                     5,838,895      4,492,847

   COST IN EXCESS OF TANGIBLE NET ASSETS ACQUIRED,
      less accumulated amortization
       of $1,130,000 in 1997 and
       $1,036,000 in 1996                  2,959,114      3,053,780

   TRADEMARKS, less accumulated
    amortization of $935,000 in
      1997 and $748,000 in 1996            3,364,046      3,551,801

   OTHER ASSETS, less accumulated
   amortization of $1,119,000
      in 1997 and $1,078,000 in              725,624        761,826
      1996
   NET NONCURRENT ASSETS OF DISCONTINUED      --         16,365,572
   OPERATIONS

                                         $50,484,097    $72,528,427
</TABLE>
<PAGE>
<TABLE>

   <S>                                    <C>            <C>
   CURRENT LIABILITIES :
      Accounts                            $4,956,830     $9,993,049
      payable
      Accrued property taxes                 294,882        370,789
      Other accrued liabilities            1,292,247      1,806,334
      Notes payable and capital lease        564,638        696,955
      obligations, current portion
      Net current liabilities of              --          6,329,927
      discontinued operations

                                           7,108,597     19,197,054


   DEFERRED GAIN                              22,091         33,137
   NOTES PAYABLE AND CAPITAL LEASE
   OBLIGATIONS, net of
      current portion                      4,396,090     24,135,267
</TABLE>
<PAGE>
<TABLE>

                  SPORT SUPPLY GROUP, INC. AND SUBSIDIARY
                  CONSOLIDATED BALANCE SHEETS - CONTINUED
               AS OF SEPTEMBER 26, 1997 AND NOVEMBER 1, 1996
   <S>                                 <C>             <C>
   COMMITMENTS AND CONTINGENCIES

   STOCKHOLDERS' EQUITY:

      Preferred stock, par value
      $0.01, 100,000 shares
          authorized, no shares            -               -
          outstanding in 1997 or 1996
      Common stock, par value $0.01,
      20,000,000 shares
          authorized, 9,158,749 and 7,551,899
          shares issued in
          1997 and 1996, 8,084,384
          and 6,764,834 shares
          outstanding in 1997              91,588          75,519
          and 1996
      Paid-in  capital                 58,574,218      46,543,19
      Retained deficit                 (9,709,357)     (9,711,357)
      Treasury stock, at cost,
      1,074,365 shares in 1997
      and 787,065 shares in 1996      (9,999,130)     (7,744,386)

                                       38,957,319      29,162,969

                                      $50,484,097     $72,528,427

   The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
                  SPORT SUPPLY GROUP, INC. AND SUBSIDIARY
                   CONSOLIDATED STATEMENTS OF OPERATIONS
   For The Eleven Month Period Ended September 26, 1997, The Year Ended
                             November 1, 1996
       and The Ten Month Period Ended October 31, 1995 (See Note 1)

                                    1997           1996           1995
   <S>                           <C>            <C>          <C>
   NET REVENUES                  $79,109,063    $80,520,837  $65,133,959
   COST OF SALES                  47,705,408     50,566,008   39,874,637
   GROSS PROFIT                   31,403,655     29,954,829   25,259,322
   SELLING, GENERAL AND
   ADMINISTRATIVE EXPENSES        25,877,428     30,019,994   21,365,188

   NONRECURRING CHARGES            1,300,000        --            --

     Operating profit (loss)       4,226,227        (65,165)   3,894,134

   OTHER INCOME (EXPENSE):

     Interest expense               (757,181)    (1,371,990)  (1,126,024)
     Other income, net                82,523         37,962      208,895

                                    (674,658)    (1,334,028)    (917,129)

     Earnings (loss) from
     continuing operations
     before (provision)            3,551,569     (1,399,193)   2,977,005
     benefit for income taxes

   (PROVISION) BENEFIT FOR          (975,569)       435,536   (1,130,250)
   INCOME TAXES

   EARNINGS (LOSS) FROM            2,576,000       (963,657)   1,846,755
   CONTINUING OPERATIONS

   DISCONTINUED OPERATIONS:
     Loss from operations, net        --         (2,242,143)    (456,534)
     of income tax benefit
     Loss on disposal, net of     (2,574,000)   (15,530,697)       -
     income tax benefit
     Loss from discontinued       (2,574,000)   (17,772,840)    (456,534)
     operations
   NET EARNINGS (LOSS)                $2,000   $(18,736,497)  $1,390,221

   EARNINGS (LOSS) PER COMMON
   AND COMMON EQUIVALENT SHARE:
     Continuing operations             $0.32        $(0.14)       $0.27
     Discontinued operations           (0.32)        (2.63)       (0.07)
     Net earnings (loss)               $0.00        $(2.77)       $0.20

   WEIGHTED AVERAGE NUMBER OF
     COMMON AND COMMON
     EQUIVALENT SHARES             8,151,414     6,768,488    6,949,984
     OUTSTANDING

  The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>                          
                          SPORT SUPPLY GROUP, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                or The Years Ended September 26, 1997, November 1, 1996,
                           And October 31, 1995 (See Note 1)
                                                                                                          Unrealized
                                                                         Retained                          Holding
                        Common Stock     Preferred Stock     Paid in      Earnings  Treasury Stock        Period Gain  
                       Shares     Amount  Shares  Amount   Capital      (Deficit)              Amount      (Loss)         Total
<S>                   <C>        <C>      <C>   <C>      <C>           <C>           <C>      <C>          <C>         <C>
Balance, January 1,   7,534,899  75,349    --   $  --    $46,490,254   $8,440,348    842,065  $(8,285,563) $(247,500)  $46,472,888
    1995
Issuances of common 
stock upon exercises                                                                                       
of outstanding stock     16,438     164                      137,551                                                       137,715 
options

Tax benefit from 
exercises of stock 
options                                                       19,300                                                        19,300

Dividends declared 
to stockholders                                                          (805,429)                                        (805,429)

Reissuances of 
treasury stock                                                 1,990                 (12,401)     122,020                  124,010 

Change in unrealized 
holding period gain                                                                                          271,260       271,260 

Net earnings                                                            1,390,221                                        1,390,221 
Balance, October 
31, 1995              7,551,337    75,519      --   $  - $46,649,095   $9,025,140    829,664  $(8,163,543)   $23,760   $47,609,965

Issuances of common 
stock upon exercises 
of outstanding stock 
  options                   562        6                       3,872                                                         3,878 
Reissuances of 
  treasury stock                                            (109,774)                (42,599)     419,157                  309,383 
Change in unrealized 
holding period gain 
  (loss)                                                                                                      (23,760)     (23,760)
Net loss                                                              (18,736,497)                                     (18,736,497)

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 stock    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
</TABLE>
<PAGE>
<TABLE>
                     SPORT SUPPLY GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
       For The Eleven Month Period Ended September 26, 1997, The Year Ended
                                November 1, 1996,
           And The Ten Month Period Ended October 31, 1995 (See Note 1)

                                          1997          1996          1995
   <S>                                 <C>        <C>            <C>
   CASH FLOWS FROM OPERATING
   ACTIVITIES :
     Net earnings (loss)               $  2,000   $(18,736,497)  $  1,390,221
                                                               
     Adjustments to reconcile net
     earnings (loss) to net cash
     provided by (used in)
     operating activities                   --
        Loss on disposal of           2,574,000     15,530,697       --
        discontinued operations
        Depreciation and amortization 1,284,156      2,528,716      1,821,768
        Provision for (recovery of)
        allowances for accounts
        receivable                     (244,730)       895,716        538,311
        Changes in assets and
        liabilities --
          Increase in receivables    (2,010,346)      (330,706)    (5,456,837)
          (Increase) decrease in
          inventories                 3,036,080      1,309,650     (2,598,262)
          (Increase) decrease in
          deferred catalogs and
               other current assets   1,533,535       (403,562)       (70,468)
          (Increase) decrease in      3,813,663     (3,756,306)    (1,195,035)
          current deferred tax
          assets
          Increase (decrease) in     (5,036,219)     2,777,383      2,607,183
          accounts payable
          Increase (decrease) in       (589,994)       603,017        409,969
          accrued liabilities
          (Increase) decrease in        (64,547)       313,305        (15,452)
          other assets
          Increase in noncurrent     (1,346,048)    (4,755,852)       --
          deferred tax assets
        Other                           (11,046)        (4,646)        (5,205)
        Discontinued operations -
        noncash charges and
          working capital changes      (697,524)    11,135,347     (4,167,157)

     Net cash provided by (used in)   2,242,980      7,106,262     (6,740,964)
     operating activities
</TABLE>
<PAGE>
<TABLE>
   <S>                                <C>            <C>           <C>
   CASH FLOWS FROM INVESTING
   ACTIVITIES :
     Acquisitions of property, plant   (155,439)      (631,562)    (1,585,820)
     and equipment 
     Proceeds from sale of                  --           9,300      1,177,761
     investments
     Investing activities of
     discontinued operations             (1,657)       734,982     (3,471,567)
     Proceeds from sale of                                
     discontinued operations          8,160,826           -- 

     Net cash provided by (used in)   8,003,730        112,720     (3,879,626)
     investing activities


   CASH FLOWS FROM FINANCING
   ACTIVITIES :
     Proceeds from issuances of       1,159,560      3,245,046     13,252,769
     notes payable
     Payments of notes payable and
     capital lease obligations      (21,031,054)    (7,853,698)      (591,225)
     Proceeds from common stock      12,047,094          3,877        157,015
     issuances
     Dividends paid to stockholders        --         (201,650)      (603,779)
     Purchase of                     (2,254,744)        --            --
     treasury stock
     Financing activities of                --      (2,547,811)    (1,259,900)
     discontinued operations

     Net cash provided by (used in) (10,079,144)    (7,354,236)    10,954,880
     financing activities

   Net change in cash                   167,566       (135,254)       334,290

   Cash, beginning of period            435,213        570,467        236,177

   Cash, end of period                 $602,779       $435,213       $570,467

  The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>

                     SPORT SUPPLY GROUP, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
       For The Eleven Month Period Ended September 26, 1997, The Year Ended
                                November 1, 1996,
           And The Ten Month Period Ended October 31, 1997 (See Note 1)

   SUPPLEMENTAL DISCLOSURES OF CASH FLOW
   INFORMATION :                          1997          1996          1995

   <S>                                <C>           <C>           <C>
   Cash paid during the period for       
   interest                           $ 1,297,675   $ 2,448,631   $ 1,608,665

   Cash paid during the period for        
   income taxes                       $    10,825   $   134,735   $ 1,870,950

   During 1995, the Company acquired
   the assets of several entities. In
   connection with these acquisitions,
   liabilities were assumed as follows :

     Fair value of                          --            --       $6,793,652
     assets acquired
     Cash paid for the acquisitions, net    --            --       (2,651,697)
     Debt issued for the                    --            --       (3,779,700)
     acquisitions

     Liabilities assumed               $    -        $     -     $    362,255


   SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING
   ACTIVITIES :

   During 1996, the Company reissued
   42,599  shares of its common stock
     previously held in treasury in
     connection with an acquisition
     completed in 1994                 $   --         $  309,383  $     --
</TABLE>
<PAGE>

                  SPORT SUPPLY GROUP, INC. AND SUBSIDIARY
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            September 26, 1997


   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.  Prior to  its initial  public
   offering completed in  April, 1991,  the Company  was a  wholly-owned
   subsidiary of  Aurora.   The Company  is engaged  principally in  the
   direct  mail  marketing  of  sports  related  equipment  and  leisure
   products to institutional and sporting goods team dealer customers in
   the United States.  The Company manufactures many of the products  it
   sells, including tennis, volleyball, and other sports nets; items  of
   steel and  aluminum construction,  such as  soccer and  field  hockey
   goals and  volleyball, pole  vault, and  high jump  standards;  other
   track and  field  equipment;  gymnastic  and  exercise  mats;  weight
   lifting equipment; 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  subsidiary,   Sport  Supply  Group   International
   Holdings,  Inc.      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 retail segment  (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  Nitro
   Leisure Products, Inc.,  a Delaware corporation.   As  a result,  the
   Company's  retail  segment  is  being  reported  as  a   discontinued
   operation  through  the   date  of  disposal   in  the   accompanying
   consolidated financial statements.

<PAGE>
   Change in Fiscal Year

   In January 1997, the Company changed its financial reporting year end
   from October 31 to September 30. Accordingly,  the fiscal year  ended
   September 26,  1997  is  a transition  period  consisting  of  eleven
   months.  The Company will operate on a 52/53 week year ending on  the
   Friday closest to September 30.

   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 September 26, 1997  and
   November  1,  1996  inventories  (excluding  inventories  related  to
   discontinued operations) consisted of the following:

                                              1997           1996

   Raw materials                           $ 2,410,009   $ 2,255,675
   Work-in-process                             113,170       146,751
   Finished and purchased goods             10,471,262    13,868,079

                                            12,994,441    16,270,505
   Less inventory reserve for obsolete or     (710,016)     (950,000)
   slow moving items

                                           $12,284,425   $15,320,505


   The Company recorded a $950,000 provision for the year ended November
   1, 1996 to  establish an inventory  reserve.   This reserve  reflects
   management's  periodic  assessment  of  the  carrying  value  of  the
   Company's inventory.   For  the year  ended September  26, 1997,  the
   Company recorded approximately $240,000  against the reserve for  the
   disposal of certain slow-moving inventory.  As of September 26,  1997
   and November  1, 1996,  approximately 34%  and  32% 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 35% and  36%
   of total net revenues in 1997 and 1996, 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  which include  order forms  for  the
   Company's products. Production costs, primarily printing and postage,
   associated with catalogs are amortized over twelve months.
<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
                  Furniture and Fixtures   Five years

   Intangible Assets

   Cost  in  excess   of  tangible  net   assets  acquired  relates   to
   acquisitions made  by  the  Company.    Trademarks  relate  to  costs
   incurred in connection with the licensing  agreements for the use  of
   certain trademarks  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 forty years

             Trademarks -- 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 September 26, 1997.

   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.

   Long-Lived Assets

   Effective November  2,  1996,  the  Company  adopted  SFAS  No.  121,
   "Accounting for the  Impairment of  Long-Lived Assets  and for  Long-
   Lived Assets to be Disposed Of."  The adoption of this new accounting
   standard did not have a material effect on the Company's Consolidated
   Statements of Operations.
<PAGE>
   Other Accrued Liabilities

   As of  September 26,  1997, other  accrued liabilities  consisted  of
   $682,000 of bonuses, $381,000 of payroll, and $229,000 of other.

   Investment in Equity Securities

   During 1994,  the Company  entered into  an Exchange  Agreement  with
   Aurora whereby  SSG  exchanged 105,769  shares  of its  common  stock
   (previously held in  treasury) for 500,000  common shares of  Riddell
   Sports Inc.  ("Riddell") held  by Aurora.    In accordance  with  the
   provisions of  Statement of  Financial Accounting  Standards  No.115,
   "Accounting for Certain  Investments in Debt  and Equity  Securities"
   ("SFAS No. 115"), the Company determined that this investment  should
   be classified as "available-for-sale securities" and reported at fair
   value.   During the  ten month  period ended  October 31,  1995,  the
   Company  sold  356,000  Riddell  shares  resulting  in  proceeds   of
   approximately $1,178,000 and a related gain of approximately $199,000
   which is included in  other income in  the accompanying statement  of
   operations for the ten month period ended October 31, 1995.  The fair
   value of SSG's remaining investment in Riddell common stock  (144,000
   shares) was approximately $432,000  as of October  31, 1995.   During
   the fiscal  year  ended  November  1,  1996,  the  Company  sold  the
   remaining Riddell  shares  resulting  in  proceeds  of  approximately
   $427,520 and  a  related  gain  of  approximately  $31,520  which  is
   included in other income in the accompanying statement of  operations
   for the twelve month period ended November 1, 1996.

   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

   Net earnings  (loss) per  share of  common stock  is 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

   Revenue is  generally recognized  when inventory  is shipped  to  the
   customer.
<PAGE>
   Recently Issued Accounting Pronouncements

   In February  1997, the  Financial Accounting  Standards Board  issued
   Statement No.  128, "Earnings  Per Share,"  which is  required to  be
   adopted in the first quarter of  fiscal year 1998. At that time,  the
   Company will  be required  to change  the  method currently  used  to
   compute earnings per share  and to restate  all prior periods.  Under
   the new requirements, the  dilutive effect of  stock options will  be
   excluded for basic earnings per share.  The impact is not expected to
   be material for the eleven month period ended September 26, 1997  and
   the year ended November 1, 1996.

   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 the fair market value of the common stock at the date of
   grant or 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  5 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.

        Transactions under the plan are summarized as follows:
                                                 Exercise Prices/ 
                                     Shares     Weighted Avg. Price
                                            
     Outstanding at December        627,925         $4.80 - $13.38
     31, 1994

     Granted                        261,900        $10.63 - $14.25
     Exercised                      (16,438)        $6.60 - $10.63
     Forfeited                      (61,615)        $6.60 - $13.13

     Outstanding at October         811,772         $4.80 - $14.25
     31, 1995

     Granted                         29,125         $6.50 - $7.13
     Exercised                         (562)        $6.90
     Forfeited                     (154,862)        $6.88 - $14.25


     Outstanding at November        685,473              $8.85
     1, 1996

     Granted                        594,375              $7.49
     Exercised                       (6,850)             $6.88
     Forfeited                     (232,425)             $7.92

     Outstanding at September     1,040,573              $7.26
     26, 1997

<PAGE>
   Stock Options Outstanding         Stock  Options Exercisable
                                  Wtd. Avg.    Wtd. Avg.        Wtd. Avg.
Range of                          Remaining    Exercise         Exercise
Exercise Prices         Shares      Life        Price   Shares   Price

$4.80 - $12.13         1,040,573   7.6 yrs.    $7.26    490,573  $7.75


   All options granted  under the stock  option plan  during the  eleven
   month period ended  September 26, 1997,  the year  ended November  1,
   1996, and  the  ten month  period  ended  October 31,  1995  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 were lowered  to
   $7.50.  As of September 26, 1997, there were 959,427 shares available
   for   option   grants  under the  stock   option  plan.   

   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").  During the year ended November  1,
   1996, and the ten  month period ended October  31, 1995, the  Company
   granted 20,000 and 264,380 non-Plan options, respectively.  All  non-
   Plan options granted were  at exercise prices  ranging from $6.88  to
   $15.00 per share.  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 September  26, 1997, there  were a total  of 1,285,703  options
   (including non-Plan options) outstanding with exercise prices ranging
   from $4.80 per share to $15.00 per share.  As of September 26,  1997,
   735,703 of  the  total options  outstanding  were fully  vested  with
   550,000 options vesting in January of  2000.  As of November 1,  1996
   and October 31, 1995, all outstanding options were fully vested.

   The Company has adopted the pro  forma disclosure provisions of  SFAS
   No. 123 "Accounting for  Stock Based Compensation".   As required  by
   SFAS 123, 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 provided for under SFAS  123.  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:
   risk-free interest  rates ranging  from 6.01%  to 6.24%;  a  dividend
   yield of  0%; expected  volatility of  51%;  and a  weighted  average
   expected life for each option of  three years.  The weighted  average
   exercise prices  and the  weighted average  fair values  of  employee
   stock options are as follows:
<PAGE>
    
                                   For the Eleven      For  the  Fiscal
                                       Month             Year Ended
                                    Period Ended
                                 September 26, 1997     November 1, 1996

                                Weighted   Weighted  Weighted    Weighted
                                 Average   Average   Average     Average
                                Exercise     Fair    Exercise      Fair
                                  Price     Value     Price       Value


   Exercise  price   of   stock
   option on grant date
   equals market value -           $-         $-        $6.89      $2.77
   exceeds market value -         $7.49      $3.01        -          -

   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 Eleven For the Fiscal
                                     Month           Year
                                  Period Ended       Ended

                                 September 26,    November 1,
                                      1997           1996
   Net income (loss):
        As reported                     $2,000   ($18,736,497)
   Pro forma                         ($804,809)  ($19,163,574)
   Earnings (loss) per share:
   As reported                           $0.00        ($2.77)
   Pro forma                            ($0.10)       ($2.83)


   Dividends

   Historically, the Company had a $0.16 per share annual cash  dividend
   policy payable quarterly at  $.04 per share of  common stock.   After
   the effective date of the 5 for  4 stock split declared in 1994,  the
   Company's Board  of Directors  revised the  annual cash  dividend  to
   $0.12 per share payable quarterly at $0.03 per share of common stock.
   Total cash dividends paid in fiscal  1996 and 1995 were $201,650  and
   $603,779, respectively.    During  October 1995,  a  $.03  per  share
   dividend was declared which was paid subsequent to October 31,  1995.
   Accordingly, the total dividend payment of approximately $201,650 was
   recorded as a charge to retained earnings during the ten month period
   ended October 31, 1995.  During January 1996, the Company  terminated
   its annual cash dividend policy.
<PAGE>
   Common Stock Purchase Warrants

   On December  27,  1993,  the Company  issued  1,224,459  warrants  to
   purchase 1,224,459 shares of SSG's common stock at an exercise  price
   of $25.00 per share which may be exercised on or before December  27,
   1998.  As a result of the 5 for 4 stock split declared in 1994,  each
   warrantholder will be entitled to 1  1/4 shares of common stock  upon
   the exercise of each warrant at an exercise price of $20 per share.

   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.  Such purchases
   are subject  to price  and availability  of shares,  working  capital
   availability and  any alternative  capital spending  programs of  the
   Company, and maintaining compliance with the senior credit  facility.
   As of September 26, 1997,  the Company had repurchased  approximately
   287,000 shares of its issued and outstanding common stock in the open
   market.  The Company  will evaluate purchases  of common stock  based
   upon day to day market conditions.
<PAGE>
   3.   NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS:

   As of  September 26,  1997 and  November 1, 1996,  notes payable  and
   capital lease obligations consisted of the following:

                                           1997             1996  


   Note  payable under  revolving line
   of credit,
      interest  at  prime   plus  3/4%
      (9.25% at September 26, 1997 and
      11.0% at  November  1, 1996)  or
      LIBOR plus
      2-1/2% (8.16%  at September  26,
      1997 and  9.375% at  November 1,
      1996), due October 31, 2000
      collateralized by  substantially   $3,000,000     $21,811,339
      all assets

   Term  loan, interest at  LIBOR plus
   2-1/2% (8.16% at September  26, 1997
       and 9.625% at November 1, 1996),
       payable      in       quarterly
       installments of $125,000  plus
       accrued interest through October
       31, 2000     collateralized  by    1,625,000      2,628,126
       substantially all assets

   Capital  lease obligation, interest
   at 7.4%, payable in monthly
   installments of principal and
   interest totaling  $3,159                 45,129        75,694
   through December 1998

   Capital  lease obligation, interest
   at 9%, payable  in   annual
   installments of principal and
   interest    totaling  $55,000           290,599         317,063
   through August 2005

        Total                            4,960,728      24,832,222

        Less - current portion            (564,638)       (696,955)


       Long-term   debt  and  capital   $4,396,090     $24,135,267
   lease obligations, net

<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.   On
   September 9,  1997, the  Company entered  into a  Second Amended  and
   Restated Loan and Security Agreement ("Agreement"), which includes  a
   senior credit  facility  of  $25,000,000  with  a  maturity  date  of
   October 31, 2000.  This Agreement provides for additional loans to be
   made to SSG  for the cost  of certain capital  expenditures (up to  a
   maximum of   $4,000,000)  and reduced  interest rates  and fees.  The
   Agreement also contains financial and net worth covenants in addition
   to limits  on capital  expenditures. As  of September  26, 1997,  the
   Company was in  compliance with the  covenants in  the senior  credit
   facility.

   Amounts  outstanding   under   the   senior   credit   facility   are
   collateralized by  substantially all  assets of  the Company.  As  of
   September 26,  1997,  the Company  had  the option  of  electing  the
   revolving credit facility and the term  loan to bear interest at  the
   prevailing LIBOR rate plus  2-1/2% (8.16% at  September 26, 1997)  or
   the lender's  prime rate  plus .75%  (9.25% at  September 26,  1997).
   Historically, the Company has elected the lower of the interest rates
   available under the facility.

   As of September 26, 1997, the Company had borrowings of approximately
   $3,000,000 outstanding under  the revolver, approximately  $1,321,797
   of letters of credit outstanding for foreign purchases of  inventory,
   and availability of  approximately $13,640,623.   In addition, as  of
   September 26, 1997, SSG had borrowings  of $1,625,000 under the  term
   loan which  is payable  in quarterly  installments of  principal  and
   accrued interest of $125,000 through October 31, 2000.

   Maturities of the Company's capital lease obligations and  borrowings
   under the senior credit facility as of September 26, 1997, by  fiscal
   year and in the aggregate, are as follows:

                  1998          $   564,638
                  1999              540,779
                  2000              534,272
                  2001            3,162,357
                  2002               40,719
                  Thereafter        117,963

                Total maturities $4,960,728
<PAGE>
   4.   INCOME TAXES:

   As of September 26, 1997 and November 1, 1996, the components of  the
   net deferred tax assets and liabilities are as follows:

                                           1997           1996
            Current deferred tax
         assets --
              Allowances for              $373,000       $385,000
         doubtful accounts
              Inventories                1,514,000      1,600,000
              Reserve for estimated
         loss on disposal                  183,000      3,898,000
              and other accrued
         liabilities


              Total current             $2,070,000     $5,883,000
         deferred tax assets


         Noncurrent deferred tax
         assets (liabilities)
              Cost in excess of
         tangible net assets acquired     $232,000      ($329,000)

              Other intangible          (1,348,000)      (235,000)
         assets                              
              Reserve for estimated       --            4,851,000
         loss on disposal
              Depreciation/other          --              206,000
              Net operating loss         6,768,000         --
         carryforward
              Minimum tax credit           187,000         --
         carryforward


         Total noncurrent deferred
         tax assets (liabilities)       $5,839,000     $4,493,000

   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 through  prior  taxes paid  and  by  future
   profitable operating  results.   Historically, the  Company has  been
   profitable. The net loss reported for the fiscal year ended  November
   1, 1996 is primarily the result of the retail segment which has  been
   discontinued.     Management   believes  the   Company's   continuing
   operations will continue to be profitable.
<PAGE>
   The income tax provision (benefit) consisted of the following:

                               1997            1996             1995

   Current                 $(2,074,117)      $(1,830,600)     $2,082,348
   Deferred                  1,723,686        (8,512,158)     (1,208,898)

   Income tax provision      $(350,431)     $(10,342,758)       $873,450
   (benefit)


   The provision  (benefit)  for  income  taxes  related  to  continuing
   operations in  the  accompanying  statements of  operations  for  the
   eleven months ended September  26, 1997, the  year ended November  1,
   1996, and  the ten  months ended  October 31,  1995 differ  from  the
   statutory federal rate (34%) as follows:

                                     1997           1996            1995

   Income     tax     provision
   (benefit) at statutory
   federal rate of 34%             $1,207,533     ($475,726)      $1,012,182

   State income taxes, net of
        federal benefit              (306,611)         --             82,801

   Other for income taxes              74,647         40,190          35,267

   Total  provision   (benefit)      $975,569     ($435,536)      $1,130,250 


   5.   ACQUISITIONS:

   During June 1995, the  Company acquired certain  assets of the  Nitro
   golf division  from  Prince  Golf International,  Ltd.  ("Nitro"),  a
   manufacturer and distributor  of new  golf balls,  for $1,000,000  in
   cash,  a  noninterest  bearing  promissory  note  in  the  amount  of
   approximately $3,800,000 and the  assumption of certain  liabilities.
   The results of operations of this  acquisition have been included  in
   discontinued operations  since the  acquisition  was related  to  the
   retail segment operations.
<PAGE>
   6.   MAJOR CUSTOMERS AND CONCENTRATION OF BUSINESS RISK:

   The Company's  customers  for  continuing  operations  are  primarily
   public and  private schools,  state and  local governments,  and  the
   United States Government.   Sales to these  customers for the  eleven
   month period ended  September 26, 1997,  the year  ended November  1,
   1996, and   the  ten month  period  ended October  31, 1995  were  as
   follows:
                                    1997      1996      1995      
  
   Public and private schools       33%       36%       33%
   State and local governments      12%       15%       10%
   United States Government          7%        8%       10%

   With the exception of the United States Government during the ten
   month period ended October 31, 1995, the Company did not have any
   individual customers that accounted for more than 10% of net
   revenues.

   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,  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:


                     1998           $1,583,171
                     1999            1,246,598
                     2000              743,642
                     2001              743,642
                     2002              596,420
                     Thereafter      1,277,141
                                    $6,190,614

   Rent expense was approximately $1,485,000, $1,609,000 and  $1,328,000
   for fiscal 1997, 1996 and 1995, respectively.
<PAGE>
   Severance Agreements

   During 1991, the Company entered  into Severance Agreements with  two
   executive officers of the Company providing that these officers would
   be entitled to receive up to  approximately three times their  annual
   salary if there  is both  a change in  control and  a termination  or
   resignation (as defined therein) of  such officers. During 1995,  the
   Company  entered  into  Severance  Agreements  with  two   additional
   executive officers  and an  employee  having substantially  the  same
   terms as those  described above.   In  1996, two  of these  Severance
   Agreements were cancelled without payments due to the resignation  of
   these designated  employees.   Subsequent  to  November 1,  1996,  an
   officer resigned  pursuant to  a Purchase  Agreement whereby  Emerson
   Radio Corp.  acquired  1,600,000 shares  of  SSG's common  stock  and
   warrants to acquire an additional 1,000,000 shares.  The officer  was
   paid approximately $680,000  pursuant to the  Severance Agreement  on
   December 10, 1996.   This expense  is charged to  earnings in  fiscal
   year 1997. Consequently, only two Severance Agreements remain.

   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 will 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 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 condition.

   Indemnification Agreements with Aurora

   In connection with  the transfer  of all  of the  assets of  Aurora's
   Sports and Recreation Division to the Company on September 30,  1988,
   the Company  assumed all  liabilities of  the Sports  and  Recreation
   Division associated with such assets  and agreed to indemnify  Aurora
   and hold  Aurora  harmless  from  such  liabilities  and  liabilities
   relating to the Sports and Recreation Division's operations prior  to
   such date.  Although  Aurora has not formally  made any claims  under
   this indemnity agreement, a plaintiff in a product liability suit has
   received a  judgment  against Aurora  in  the approximate  amount  of
   $100,000 and the  Company has paid  the judgment.   In addition,  the
   Company is  currently litigating  one  product liability  claim  that
   names the Company and Aurora as co-defendants.
<PAGE>
   In connection with the Company's initial public offering, the Company
   and Aurora  entered into  an  indemnification agreement  relating  to
   certain tax  liabilities  that  may arise  with  respect  to  periods
   beginning prior to the initial public offering.  Aurora has not  made
   any claims under this indemnity agreement.

   Except as  described above,  Management is  not aware  of any  claims
   intended to  be  made  by Aurora  relating  to  the  above  indemnity
   agreements.


   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
   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  eleven month period  ended September 26,  1997
   were $36,425.   All administrative expenses  of the  401(k) Plan  are
   paid by the Company.

   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.


   9.   CHANGE IN CONTROL OF  MANAGEMENT

   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
   $11,500,000 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 $2,000,000 for  the
   benefit of SSG to supplement  SSG's existing credit facilities.  This
   currently 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 (including severance payments  to
   the former CEO of approximately $680,000).

<PAGE>
   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 Morris Rosenbloom & Co.,  Inc., 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 remaining operations of  the
   Company's retail segment  (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 Nitro  Leisure
   Products,  Inc.,  a  Delaware  corporation.  Pursuant  to  the  Asset
   Acquisition Agreement,  the  total  consideration  paid  to  SSG  was
   $8,161,000 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,  the year ended November 1, 1996, and the ten month  period
   ended October 31, 1995.

                                        November 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



                               For the period     For the Year   For the Ten
                               from Nov. 2,      Ended November  Months Ended
                               1996 to March 28,    1, 1996      Oct. 31, 1995
                               1997

Net revenues                    $  1,790,395    $ 18,725,955     $23,857,372
Earnings(loss) from operations,
net of income taxes                   --          (2,242,143)       (456,534)
Loss on disposal, net of          (2,574,000)    (15,530,697)           -
income taxes
<PAGE>
   The net  loss from  operations for  the  year ended  November  1, 1996
   includes  allocated  interest  expense   of  approximately  $1,090,000
   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  retail  segment
   operations.

   The net  loss  on  disposal  includes  a  charge  recorded  during the
   quarterly period ended May 3, 1996 of approximately $9.3 million ($5.9
   million after estimated income  tax benefit) 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 quarterly
   period ended  May 3,  1996, the  Company  also recorded  a  reserve of
   approximately $3.9 million ($2.5 million  after estimated tax benefit)
   for anticipated  operating losses  during the  estimated  twelve month
   disposal period, including interest  expense.  As a  result of certain
   factors, including,  among  others,  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 retail  segment  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 $5.8
   million ($3.7 million after  estimated income tax  benefit) during the
   quarter ended  August  2, 1996  and  a charge  of  $5.2  million ($3.4
   million after estimated income  tax benefit) during  the 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 retail segment.  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  $3.9 million ($2.6
   million after estimated income  tax benefit) during  the 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  segment  for approximately
   $8.2 million  and  used  the sale  proceeds  to  reduce  the Company's
   outstanding debt.
<PAGE>

   11.  SELECTED FINANCIAL DATA (UNAUDITED)

      The following sets forth certain historical financial information
     for the Company for each of the last 5 years (amounts in
     thousands, except per share amounts):


                       Eleven Months  Year Ended  Ten Months       Year Ended
                       Ended Sep. 26    Nov. 1    Ended Oct. 31     Dec. 31
                           1997          1996         1995       1994      1993
   Statement of
   Earnings Data:
   Net revenues            $79,109     $80,521      $65,134    $66,920   $58,817
   Gross profit             31,404      29,955       25,259     26,326    23,551
   Operating profit
    (loss)                   4,226         (65)       3,894      5,162     5,694
   Interest expense            757       1,372        1,126        973     1,039
   Other income
   (expense), net               83          38          209         (5)       24
   Cumulative effect
    of accounting change        --         --           --          --        50
   Earnings (loss) 
   from continuing
   operations                2,576        (964)       1,847      2,802     3,324
   Earnings (loss)
   from discontinued
   operations               (2,574)    (17,773)       (457)      1,900       482
    Net earnings (loss)          2     (18,737)      1,390       4,702     3,806
   Net earnings (loss)
   per common share from (1)   
   continuing operations      0.32       (0.14)       0.27        0.42      0.65
   Net earnings (loss) per
   common share from (1)(3)
   discontinued operations   (0.32)      (2.63)      (0.07)       0.28      0.09
   Net earnings (loss)
   per (1) common share      $0.00      $(2.77)     $  .20      $  .70     $ .74
   Weighted average common(1)    
   shares outstanding         8,151      6,768       6,950       6,760     5,154
   Cash dividends declared
   per (2) common share        --         --        $  .12     $   .13   $   .16


                           At Sept. 26   At Nov. 1   At Oct. 31    At Dec. 31,
   Balance Sheet Data:        1997        1996         1995      1994     1993
   Working capital           $24,006    $21,322    $42,231    $32,886    $25,840
   Total assets               50,484     70,009     86,355     71,616     45,574
   Long-term obligations, net  4,418     24,338     29,199     16,698      5,578
   Total liabilities          11,527     40,846     38,745     25,143     10,618
    Stockholders' equity      38,957     29,163     47,610     46,473     34,956

<PAGE>
   (1)Reflects the 5 for 4 stock split declared during January, 1994.
   (2)Dividends declared in 1995 consisted of a $0.03 per share dividend
   for the first three quarters. Dividends declared in 1994 consisted of
   a $0.04 per share dividend for the fourth quarter of 1993 and a $0.03
   per share dividend for the first, second and third quarters of 1994.
   (3)See Note 10 to the  consolidated financial statements included  in
   Item 8. - "Financial Statements and Supplementary Data."
   (4)    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.
<PAGE>
<TABLE>
   12.  QUARTERLY INFORMATION (UNAUDITED):

        The following table sets forth certain information regarding the
   Company's results of  operations for  each full  quarter within  year
   ended September 26, 1997, and November  1, 1996.  The fourth  quarter
   of 1997 is not presented since it consisted of two calendar months.


                              1997                          1996

                    1st      2nd      3rd         1st      2nd       3rd     4th
                  Quarter  Quarter  Quarter     Quarter  Quarter   Quarter Quarter
   <S>            <C>      <C>       <C>        <C>      <C>       <C>      <C>
   Statement of
   Earnings Data

   Net revenues   $14,580  $28,312   $23,224    $13,216   $25,521  $21,920  $19,864
   Gross profit     5,905   10,717     9,522      5,112     9,451    8,352    7,040
   Operating      (1,933)    3,238     2,875    (1,034)     1,827      981  (1,839)
   profit (loss)
   Interest           196      273       179        458       314      290      310
   expense
   Other income,        7       26        16         25         7        3        3
   net
   Net earnings
   (loss) from    (1,356)    1,974     1,976      (933)       967      444  (1,442)   continuing
   operations
   Net earnings
   (loss) from    (2,574)    --       --          (151)  (10,369)  (3,733)  (3,520)

   discontinued
   operations
   Net earnings   (3,930)    1,974     1,976    (1,084)   (9,402)  (3,289)  (4,962)
   (loss)
   Net earnings
   (loss) per     $(0.51)    $0.24     $0.24    $(0.16)   $(1.39)  $(0.49)  $(0.73)
   common share
   Weighted
   average          7,698    8,367     8,334      6,737     6,749    6,777    6,779
   shares outstanding
</TABLE>
<PAGE>

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

        Effective June 20, 1997, the Company appointed Ernst & Young LLP
   as its independent auditors for the fiscal year ending September  26,
   1997, to replace the firm of  Arthur Andersen LLP, who was  dismissed
   as auditors of the Company effective June 20, 1997.  The decision  to
   change auditors was recommended by the  Audit Committee of the  Board
   of Directors and approved by the Company's Board of Directors.

        The reports of  Arthur Andersen LLP  on the Company's  financial
   statements for the ten month  period ended October  31, 1995 and  the
   year ended November 1, 1996 (which financial statements are  included
   in the Company's Annual Report on Form 10-K for the fiscal year ended
   September  26,  1997)  did  not  contain  an  adverse  opinion  or  a
   disclaimer of  opinion, nor  were they  qualified or  modified as  to
   uncertainty, audit scope or accounting principles.

        During the ten  month period ended  October 31,  1995, the  year
   ended November 1, 1996,  and the subsequent  interim period prior  to
   June 20, 1997, there were no  disagreements with Arthur Andersen  LLP
   on any  matter  of  accounting  principles  or  practices,  financial
   statement  disclosures,  or  auditing   scope  or  procedure,   which
   disagreements, if not resolved to the satisfaction of Arthur Andersen
   LLP, would have caused it to  make a reference to the subject  matter
   of the disagreements in connection with its reports.

        The Company had not consulted with Ernst & Young LLP during  the
   ten month period  ended October 31, 1995  and the  fiscal year  ended
   November 1, 1996,  or subsequent interim  periods prior  to June  20,
   1997, on either the application of accounting principles or the  type
   of opinion Ernst & Young LLP  might issue on the Company's  financial
   statements.
<PAGE>
                                 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
   January  13,  1998,  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 January  13, 1998,  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  January
   13, 1998, 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 January 13, 1998,  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 to Exhibits on pages ___ through ____.

   (d)  Financial Statement Schedules

<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: November 26, 1997

                                   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  November 17,  1997  by  the
   following persons on behalf of the  registrant and in the  capacities
   indicated.

                   Signature
                   Title
                   
      /s/          Geoffrey P. Jurick      Chairman of the Board
                   Geoffrey P. Jurick      and Chief Executive Officer
                   
      /s/          Peter S. Blumenfeld     Director
                   Peter S. Blumenfeld


      /s/          John P. Walker          Executive Vice President, Chief
                   John P. Walker          Financial Officer and Director

                   Eugene I. Davis         Director                           
                   
      /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
        Number        Description of Exhibits          

         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).
         2.2       Asset Acquisition Agreement dated as of
                   March  28,  1997  by  and  between  the
                   Company  and  Nitro  Leisure  Products,
                   Inc.  (incorporated  by reference  from
                   Exhibit 2.1 to the  Company's Report on
                   Form 8-K dated April 11, 1997).

         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   Warrant   Agent,
                   including form of  Warrant, relating to
                   the purchase of up  to 1,300,000 shares
                   of  the  Company's   common  stock  for
                   $25.00  per  share,  which  expires  on
                   December  15,   1998  (incorporated  by
                   reference  from  Exhibit   4.2  to  the
                   Company's  Registration   Statement  on
                   Form S-3 (Registration No. 33-71574)).
<PAGE>
         4.3       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       Employment  Agreement  entered into  by
                   and between  the Company  and  Peter S.
                   Blumenfeld  (incorporated by  reference
                   from  Exhibit  10.1  to  the  Company's
                   Registration  Statement   on  Form  S-1
                   (Registration No. 33-39218)).
       10.1.1      Amendment  No.  1   to  Employment  and
                   Severance Agreement by  and between the
                   Company   and   Peter   S.   Blumenfeld
                   (incorporated by reference from Exhibit
                   10.3 to  the Company's  Report  on Form
                   10-Q for  the quarter  ended  August 1,
                   1997).



       Exhibit
        Number        Description of Exhibits          



        10.2       Employment  Agreement  entered into  by
                   and between the Company and Terrence M.
                   Babilla (incorporated by reference from
                   Exhibit 10.5 to the Company's Report on
                   Form  10-K for  the  fiscal year  ended
                   October 31, 1995).

        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  August 1,
                   1997).

        *10.4      Employment Agreement by and between the
                   Company and Geoffrey P. Jurick

        10.5       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).
<PAGE>
        10.6       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).

        10.7       Consulting  and   Separation  Agreement
                   dated as  of September 16,  1994 by and
                   between  the   Company  and   Jerry  L.
                   Gunderson.

        10.8       Form  of  Severance  Agreement  entered
                   into between  the Company  and  each of
                   Messrs.   Peter   S.   Blumenfeld   and
                   Terrence M.  Babilla  (incorporated  by
                   reference  from  Exhibit  10.5  to  the
                   Company's  Registration   Statement  on
                   Form S-1 (Registration No. 33-39218)).
        10.9       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)).

        10.10      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)).

        10.11      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)).

        10.12      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)
<PAGE>
       Exhibit
        Number        Description of Exhibits          

        10.13      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)).

        10.14      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)).

        10.15      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).
        10.16      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).

        10.17      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).

        10.18      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).

        10.19      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).

        10.20      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).

        10.21      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).

<PAGE>

       Exhibit
        Number        Description of Exhibits          

        10.22      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).

        10.23      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).

        10.24      Second  Amended and  Restated  Loan and
                   Security Agreement  between the Company
                   and LaSalle Business Credit, Inc. dated
                   as of  September 9,  1997 (incorporated
                   by reference  from Exhibit 10.1  to the
                   Company's Report  on Form 10-Q  for the
                   quarter ended August 1, 1997).

        10.25      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)).

        10.26      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).

       10.26.1     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).

        10.27      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).

       10.27.1     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).

        10.28      Office Building  Lease,  dated November
                   20, 1992,  by and  between  the Company
                   and Benson  Associates (incorporated by
                   reference  from  Exhibit 10.30  to  the
                   Company's Report  on Form 10-K  for the
                   year ended 1992).

<PAGE>
       Exhibit
        Number        Description of Exhibits          

       10.28.1     First  Amendment   to  Office  Building
                   Lease, by  and between the  Company and
                   Benson Associates dated  April 25, 1994
                   (incorporated by reference from Exhibit
                   10.2 to  the Company's  Report  on Form
                   10-Q  for the  quarter  ended June  30,
                   1994)

        10.29      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).

        10.30      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).

        10.31      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).

      *10.31.1     Letter Agreement dated October 18, 1997
                   amending   the    Management   Services
                   Agreement.

        * 11       Earnings   Per    Common   and   Common
                   Equivalent Share

         16        Letter from Arthur Andersen  LLP to the
                   Securities   and  Exchange   Commission
                   dated June 24, 1997 regarding change in
                   certifying accountants (incorporated by
                   reference  from  Exhibit  16.1  to  the
                   Company's Report on Form 8-K dated June
                   26, 1997).

       * 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.

<PAGE>