SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                           FORM 10-K/A
                        (Amendment No. 1)

(Mark One)

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

     For the fiscal year ended September 29, 2000.

               OR

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

     For the transition period from              to

                 Commission File number 1-10704

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

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

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

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

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

                                        Name of each exchange on
Title of each class                     which registered

Common Stock, $ .01 Par Value           New York Stock Exchange

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

                              None
                        (Title of Class)

     Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes X      No

     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 December 22, 2000 based on the closing price of the
common stock on the New York Stock Exchange on such date, was approximately
$8,000,000.

     Indicated below is the number of outstanding shares of each class of
the registrant's common stock, as of December 22, 2000.

Title of Each Class of Common Stock      Number Outstanding

Common Stock, $.01 par value                 7,279,165

                DOCUMENTS INCORPORATED BY REFERENCE

    Document                           Part of the Form 10-K

Proxy Statement for Annual Meeting            Part III
of Stockholders to be held on
January 26, 2001

     The undersigned registrant hereby amends Part IV, Item 14 of the
registrant's Report on Form 10-K for the fiscal year ended September 29,
2000 pursuant to the Securities and Exchange Act of 1934, as amended.

                               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.
<TABLE>
               SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES

          Schedule II -- Valuation and Qualifying Accounts
<CAPTION>
For The Year Ended September 29, 2000, The Year Ended October 1, 1999,
                    The Year Ended October 2, 1998

                                                    ----Additions----
<S>                               <C>           <C>          <C>           <C>          <C>
                                  Balance       Charged to   Charged to                 Balance at
                                  at Beginning  costs and    other         Deductions   End of
                                  of Period     expense      accounts (1)     (2)       Period
Allowance for Doubtful Accounts

Year ended September 29, 2000     $465,497      $319,025     $503,612      $451,778     $836,356
Year ended October 1, 1999        $372,340      $411,512         -         $318,355     $465,497
Year ended October 2, 1998        $796,730          -          $4,366      $428,756     $372,340

Inventory Allowance

Year ended September 29, 2000   $1,064,903       $34,616     $297,364      $264,748   $1,132,135
Year ended October 1, 1999        $425,920          -      $1,498,822      $859,838   $1,064,903
Year ended October 2, 1998        $710,016      $189,512         -         $473,608     $425,920

(1) Amounts consist primarily of reserves added for acquired entities.
(2) Amounts consist primarily of asset write-offs.
</TABLE>
<PAGE>
(a)(3)  Management Contract or Compensatory Plan. Each of the following
Exhibits described on the Index to Exhibits is a management contract or
compensatory plan:  Exhibits 10.1, 10.1.1, 10.2, 10.2.1, 10.3, 10.4,
10.5,10.5.1, 10.6, 10.7, 10.8, 10.9, 10.10 and 10.11.


(b)  Reports on Form 8-K.   A report on Form 8-K was filed with the
Securities and Exchange Commission on December 13, 1999 to report our
engagement of PaineWebber Incorporated.  A report on Form 8-K was filed
with the Securities and Exchange Commission on May 30, 2000 relating to
a press release concerning approval from the New York Stock Exchange for
continued listing of Sport Supply Group, Inc.

(c)  Exhibits.  See Index.

                           SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
amendment to Report on Form 10-K report to be signed on its behalf by
the undersigned, thereunto duly authorized.

Dated: February 2, 2001

                           SPORT SUPPLY GROUP, INC.


                           By: /s/ John P. Walker
                               John P. Walker
                               President

Exhibit
Nbr.                  Description of Exhibit

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

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

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

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

10.10 Form of Severance Agreement entered into between the Company and Doug
      Pryor (incorporated by reference from Exhibit 10.7 to the Company's
      Report on Form 10-Q for the quarter ended April 3, 1998).
<PAGE>
10.11 Form of Indemnification Agreement entered into between the Company and
      each of the directors of the Company and the Company's General Counsel
      (incorporated by reference from Exhibit 10.3 to the Company's
      Registration Statement on Form S-1 (Registration No. 33-39218)).

10.12 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)).

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

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

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

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

10.17 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).

10.18 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).

10.19 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).

10.20 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).

10.21 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).

10.22 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).
<PAGE>
10.23 Amendment No. 1 to Perpetual License Agreement and Trademark
      Maintenance Agreement dated as of November 1, 1992, by and between
      MacMark Corporation, Equilink Licensing Corporation and the Company
      (incorporated by reference from Exhibit 10.24 to the Company's Report
      on Form 10-K for the year ended 1992).

10.23.1 Amendment No. 2 to Perpetual License Agreement and Trademark
      Maintenance Agreement dated  October 7, 1999 by and between
      MacMark Corporation, Equilink Licensing Corporation and the Company
      (incorporated by reference from Exhibit 10.1 to the Company's
      Report on Form 10-Q for the quarter ended December 31, 1999).

10.24 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).

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

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

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

10.27 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)).

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

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

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

10.29.1  First Amendment to Standard Industrial Lease dated September 12,
      1996 by and between Injans Investments and the Company regarding the
      property located in Cerritos, CA (incorporated by reference from
      Exhibit 10.23.1 to the Company's Report on Form 10-K for the year
      ended November 1, 1996).
<PAGE>
10.30 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).

10.31 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).

10.32 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).

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

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

10.33.1  First Amendment to Credit Agreement dated September 13, 2000 by
      and between the Company and Comerica Bank.

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

21    Subsidiaries of the Registrant.

23.1  (*) Consent of Independent Auditors.

27.1  Financial Data Schedule.

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

( * ) =  Filed Herewith