FORM 10-K

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


(Mark One)

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

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

        For the transition period from September 30, 2000 to March 30, 2001

                        Commission File number 1-10704

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

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

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

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

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

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

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


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

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

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

      The aggregate market value of the  voting stock held by  non-affiliates
 of the registrant on June 15, 2001 based on the closing price of the  common
 stock on the Over the Counter Bulletin Board on such date, was approximately
 $5,700,000.

      Indicated below is the number of outstanding shares of each class of
 the registrant's common stock, as of June 15, 2001.

       Title of Each Class of Common Stock        Number Outstanding
       -----------------------------------        ------------------
           Common Stock, $.01 par value            8,914,606 shares


                  DOCUMENTS INCORPORATED BY REFERENCE: NONE


<PAGE>

                          TABLE OF CONTENTS



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

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

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

       3   Legal Proceedings.................................    9

       4   Submission of Matters to a Vote of Security Holders   9

 PART II

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

       6   Selected Financial Data...........................   11

       7   Management's Discussion and Analysis of Financial
             Condition and Results of Operations ............   12

       8   Financial Statements and Supplementary Data.......   19

       9   Changes in and Disagreements with Accountants on
             Accounting and  Financial Disclosure............   35

 PART III

      10   Directors and Executive Officers of the Registrant   36

      11   Executive Compensation............................   38

      12   Security Ownership of Certain Beneficial Owners
             and Management..................................   43

      13   Certain Relationships and Related Transactions....   47

 PART IV

      14   Exhibits, Financial Statement Schedules, and
             Reports on Form 8-K ............................   49

      15   Signatures........................................   50

<PAGE>

                               PART I.

  Item 1.  Business.

 General

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

      In recent years, we  believe sales of sports  related equipment in  the
 United States has been characterized by a rapidly growing shift in non-store
 sales  through  media  such  as   printed  catalogs,  broadcast  and   cable
 infomercials, home shopping channels, and the Internet.  This growth is  due
 to the convenience  of home shopping  for the  time constrained  dual-career
 consumer households  and the  increasingly high  level of  customer  service
 offered by leading direct marketing firms.

      We believe the institutional sporting goods market is highly fragmented
 and that  most  of  our competitors  lack  the  necessary  capital,  support
 systems,  and   economies  of   scale  to   effectively  exploit   available
 opportunities for growth.   We believe that we  are well positioned to  grow
 our business  because  of our  high  capacity order-taking,  processing  and
 fulfillment,  our   well-developed   expertise   in   catalog   design   and
 merchandising and our Information Technology (IT) platform.

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

      We believe the majority  of customers have access  to the Internet  and
 view placing  orders  and  accessing  their  account  information  over  the
 Internet as a significant benefit.  We  also believe that, in the future,  a
 large portion of our customer base will use the Internet as the  predominant
 method of  quoting,  ordering,  and procuring  their  products,  along  with
 performing customer service inquiries.

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

      We are a Delaware corporation incorporated  in 1982. In 1988 we  became
 the successor of an  operating division of  Aurora Electronics, Inc.  (f/k/a
 BSN Corp.  and referred  to  herein as  "Aurora").   Before  completing  the
 initial public offering  of 3,500,000 shares  of our common  stock in  April
 1991, we were a wholly-owned subsidiary of Aurora. As of March 30, 2001,  we
 had two  wholly-owned subsidiaries:  Athletic  Training Equipment,  Inc.,  a
 Delaware Corporation ('ATEC") and Sport Supply Group Asia, Ltd., a Hong Kong
 Corporation.  Our ATEC subsidiary purchased substantially all of the  assets
 of Athletic Training Equipment Company, Inc., ("ATEC"), a Nevada corporation
 in December, 1997.  On  September 25, 2000, we  acquired the stock of  Sport
 Supply Group  Asia,  Ltd.,  a  Hong  Kong  corporation  from  Emerson  Radio
 Corporation.   (See   Item  13  --   "Certain   Relationships  and   Related
 Transactions").   Effective  March  2001,  Sport  Supply  Group, Inc.  is  a
 majority-owned subsidiary of Emerson Radio Corp.

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

 Products

      We believe we manufacture and distribute  one of the broadest lines  of
 sports related equipment and leisure  products to the institutional  market.
 We offer approximately  10,000 sporting  goods and  sports and  recreational
 leisure products, over  3,000 of which  we manufacture.   Our product  lines
 include, but are  not limited to:  archery, baseball, softball,  basketball,
 camping, football,  tennis  and  other racquet  sports,  gymnastics,  indoor
 recreation, physical education,  soccer, field and  floor hockey,  lacrosse,
 track and  field, volleyball,  weight  lifting, fitness  equipment,  outdoor
 playground equipment, and early childhood development products.

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

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

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

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

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

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

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

   *  BSN[R] -- sport balls.

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

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

   *  Fibersport -- pole vaulting equipment.

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

   *  Gamecraft --  field  and  floor  hockey  equipment,  soccer  equipment,
      scorebooks, coaching equipment and table tennis equipment.

   *  GSC Sports -- gymnastics equipment.

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

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

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

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

   *  Passon's Sports -- mail order catalogs.

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

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

   *  Pro Base[R] -- baseball bases.

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

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

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

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

   *  Toppleball[R] -- recreational ball games.

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

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

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

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

      On August 19, 1993, we entered into an exclusive license agreement with
 AMF Bowling, Inc. to use the AMF  name in connection with the promotion  and
 sale of certain gymnastics  equipment in the United  States and Canada.   We
 are required  to pay  an annual  royalty  under the  license.   The  minimum
 royalty increases  by  a  predetermined percentage  each  year  the  license
 agreement is in effect.   Subject to the  terms of the  AMF license, we  are
 permitted to use the AMF name through  December 31, 2001 with the option  to
 renew the agreement through December 31, 2003.

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

 Sales and Marketing

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

      We solicit  and sell  our products  through  10 different  direct  mail
 catalogs, an inside sales and customer service staff of over 100 people,  an
 outside sales force of over 25 people traveling in significant  metropolitan
 sales territories, and twelve Internet sites.

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

      We  also   have  licenses   and  marketing   alliances  with   national
 organizations including Little League BaseballTM, Major League  Baseball[R],
 YMCA, Hershey Chocolate USA, Antigua[R], and Amway Corp. In 1996, we entered
 into  a  five-year  advertising  and  distribution  agreement  with  Hershey
 Chocolate USA.  We are currently in discussions with Hershey to extend  this
 agreement.  Pursuant to this agreement, we market and distribute promotional
 fund raising literature and programs to our customers, and service the  fund
 raising needs of many nontraditional customers.

      In an effort to maximize the  performance of the catalogs and  increase
 market penetration,  we  have  opened "Team  Hubs"  in  key  underperforming
 markets.  The purpose of these hubs is to provide a local presence and allow
 field sales  representatives to  make live  presentations to  customers  and
 potential customers.  These local team sales hubs focus on promoting product
 to the institutional and youth sports markets.

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

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

      During the past  two years, we  have made a  significant investment  in
 launching twelve Internet sites listed below:

      BSNsports.com           -- targets the longstanding customer of SSG
                                 who recognizes the BSN sports name
      LeagueDirect.com        -- targets Little League and other league
                                 sports
      US-Games.com            -- targets the early childhood development
                                 buyer
      ChampionBarbell.com     -- targets fitness
      BSNgsanaf.com           -- targets the government
      NewEnglandCamp.com      -- targets camping and outdoor leisure
      Portapit.com            -- targets track and field
      eSportsonline.com       -- targets all customers
      ATEC-sports.com         -- website for ATEC
      Officialfundraising.com -- targets all customers interested in
                                 fundraising
      Flagatag.com            -- targets flag football and intramural leagues
      Blastball.com           -- targets users of our exclusive Blastball
                                 product

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

      Over the years, we believe we have established a market leader position
 by constantly updating and expanding our product lines and targeting selling
 efforts to specific customer  profiles.  We have  historically targeted  one
 market --  institutional sporting  goods  customers.  We  are  beginning  to
 target individual consumers on our esportsonline.com website.  Sales  growth
 is the  result of  strengthening our  marketing  and selling  expertise  and
 constantly updating  our  product  lines while  expanding  our  selling  and
 distribution channels.

 Customers

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

      Approximately 7%, 9%, 7% and 7% of our sales in the fiscal years  2001,
 2000, 1999 and 1998  respectively, were to the  United States Government,  a
 majority of which were sales to  military installations. We have a  contract
 with the General Services Administration (the "GSA Contract") that grants us
 an "approved" status when attempting to make sales to military installations
 or other governmental agencies.  The existing GSA Contract expires  December
 31, 2001.   Although  we  intend  to  extend  the expiration  date  of  this
 contract, no assurance can be made that it will be extended.  Under the  GSA
 Contract, we  agree to  sell approximately  550  products to  United  States
 Government  agencies  and  departments  at  catalog  prices  or  at   prices
 consistent with any  discount provided to  our  other  customers.   Products
 sold to the United States Government under the GSA Contract are always  sold
 at our lowest offered price.

      We  also  have   a  separate   contract  with   the  General   Services
 Administration for the sale of approximately  10 camp related products  with
 terms similar to  the GSA Contract.   This contract  is scheduled to  expire
 August 31, 2002.

      We also sell products to United States Government customers from a  NAF
 contract (Non-Appropriated Funds).  Our entire  product line is included  on
 this contract and offers pricing to the U.S. Government at discounted prices
 that are consistent with any discount provided to our other customers.  This
 contract is administered by the United States Air Force and is scheduled  to
 expire on  September 30, 2001.  Although we intend to extend the  expiration
 date of this contract, no assurance can be made that it will be extended.

 Seasonal Factors and Backlog

      Historically, our revenues are lowest in the quarter ending December 31
 and peak in the quarter ending March 31.  Our revenues reflect a level cycle
 during the quarters ending June 30 and  September 30.  The peak in  revenues
 in the quarter ending March 31 is  primarily due to the volume generated  by
 spring and summer  sports, favorable outdoor  weather conditions and  school
 needs before summer closing.

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

 Manufacturing and Suppliers

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

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

      Items not  manufactured  by us  are  purchased from  various  suppliers
 primarily located in the United States, Taiwan, Australia, the  Philippines,
 Thailand, the People's Republic of China,  Pakistan, Sweden and Canada.   We
 have no significant purchase contracts with  any major supplier of  finished
 products, and most products purchased  from suppliers are readily  available
 from other  sources.   We purchase  most  of our  finished product  in  U.S.
 dollars and  are, therefore,  not subject  to direct  foreign exchange  rate
 differences.  See Part  II.  Item7. -  Management Discussion and Analysis  -
 Certain Factors that May Affect the  Company's Business or Future  Operating
 Results".

 Competition

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

      We compete in  the institutional market  principally on  the basis  of:
 brand, price, product availability and customer service.  We believe we have
 an advantage in  the institutional  market over  traditional sporting  goods
 retailers and  team  dealers  because our  selling  prices  do  not  include
 comparable price  markups  attributable  to  traditional  multi-distribution
 channel markups.  In  addition, our ability to  control the availability  of
 goods we manufacture enables us to respond more rapidly to customer  demand.
 We believe our direct mail competitors operate primarily as wholesalers  and
 distributors, with little or no manufacturing capability.

 Government Regulation

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

 Product Liability and Insurance

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

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

 Employees

      On May 25, 2001, we had approximately 462 full-time employees, of  whom
 134 were involved in our manufacturing  operations.  We also hire  part-time
 and temporary employees  primarily during the  summer months.   None of  our
 employees are  represented by  unions, and  we  believe our  relations  with
 employees are good.

 Item 2.   Properties.

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

                               Approximate
                                 Square                      Lease Expires
       Facility Purpose          Footage     Location         or is Owned
       ----------------          -------     --------       --------------
 Manufacturing and               135,000     Farmers        December, 2004
   corporate headquarters                    Branch, TX
 Warehouse and fulfillment       181,000     Farmers        December, 2004
   processing                                Branch, TX
 Sub-leased to a third party      45,000     Cerritos, CA   December, 2001
 Pitching equipment               62,500     Sparks, NV     July, 2004
   manufacturing
 Cloth and netting product        35,000     Anniston, AL   Owned
   manufacturing
 Game table manufacturing         45,000     Anniston, AL   Owned
 Foam and Vinyl Manufacturing     38,500     Anniston, AL   November, 2001


      We believe the facilities  used in our  operations are  in satisfactory
 condition and adequate  for our present  and anticipated future  operations.
 In addition  to the  facilities  listed above,  we  lease  space in  various
 locations, primarily for use as sales offices.

 Item 3.   Legal Proceedings.

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

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

      Not Applicable.


                                   PART II.

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

      Our common stock,  par value  $.01 per  share (the  "Common Stock")  is
 quoted on the  Over-the-counter Bulletin Board  under the symbol  SSPY.   On
 February 7, 2001,  our common stock  was suspended from  trading on the  New
 York Stock Exchange ("NYSE")  because we did not  meet the NYSE's  continued
 listing criteria  relating  to total  global  market capitalization  of  $50
 million and total  stockholders equity  of $50  million.   Although we  have
 applied to list our  common stock on the  American Stock Exchange  ("AMEX"),
 the AMEX has declined to list  our common stock because  we do not meet  the
 $3.00 minimum stock  price requirement.   We  have requested  that the  AMEX
 Adjudicatory Council review the decision rendered  by the AMEX Committee  on
 Securities. No  assurance  can  be  made that  the  AMEX  will  approve  our
 application to list our shares of common stock.   As of May 16, 2001,  there
 were 1,526  holders  of  the Common  Stock  (including  individual  security
 position listings).  The following table sets forth the high/low sales range
 for the  periods  indicated.   Over-the-counter  market  quotations  reflect
 inter-dealer prices, without retail mark-up, mark-down or commission and may
 not necessarily represent actual transactions.

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

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

           2001      Ended December      2.938    0.750
                     Ended March         2.375    1.063


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

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

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

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

 Item 6.   Selected Financial Data (Unaudited).

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

<PAGE>
<TABLE>

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


                                                Six     Fiscal    Fiscal   Fiscal      Eleven      Fiscal
                                               Months    Year      Year     Year       Months       Year
                                               Ended     Ended     Ended    Ended      Ended        Ended
                                             March 30,  Sept 29,   Oct 1,   Oct 2,     Sep 26,      Nov 1,
 Statement of Earnings Data:                  2001(2)     2000      1999     1998     1997(1)(3)   1996(3)
                                              -------   -------   -------   -------    -------     -------
 <S>                                         <C>       <C>       <C>       <C>        <C>
 Net revenues                                $ 50,337  $119,321  $112,880  $101,935   $ 83,318    $ 84,547
 Gross profit                                  13,936    36,170    37,283    32,303     26,811      25,001
 Operating profit (loss)                       (2,411)     (437)    8,445     7,782      4,226         (65)
 Interest expense                                 957     2,022     1,196       474        757       1,372
 Other income, net                                 14        17        63       215         83          38
 Earnings (loss) from continuing operations    (2,123)   (1,518)    4,623     4,964      2,576        (964)
 Loss from discontinued operations (3)             --        --        --        --     (2,574)    (17,773)
                                              -------   -------   -------   -------    -------     -------
 Net earnings (loss)                         $ (2,123) $ (1,518) $  4,623  $  4,964   $      2    $(18,737)
                                              =======   =======   =======   =======    =======     =======

 Earnings (loss) per common share and
   common equivalent share: (notes 1,
   2 and 3)
 Net earnings (loss) per common share
   from continuing operations                $  (0.27) $  (0.21) $   0.63      0.62   $   0.32    $  (0.14)
 Net loss per common share from
   discontinued operations                         --        --        --        --      (0.32)      (2.64)
                                              -------   -------   -------   -------    -------     -------
 Net earnings (loss) per common
  share - basic                              $  (0.27) $  (0.21) $   0.63  $   0.62   $      -    $  (2.78)
                                              =======   =======   =======   =======    =======     =======
 Net earnings (loss) per common share from
  continuing operations - diluted            $  (0.27) $  (0.21) $   0.60  $   0.60   $   0.32    $  (0.14)
 Net loss per common share from discontinued
  operations - diluted                             --        --        --        --      (0.32)      (2.63)
                                              -------   -------   -------   -------    -------     -------
 Net earnings (loss) per common
  share - diluted                            $  (0.27) $  (0.21) $   0.60  $   0.60   $      -    $  (2.77)
                                              =======   =======   =======   =======    =======     =======
 Weighted average common and common
  equivalent shares:
 Weighted average common shares
  outstanding - basic                           7,964     7,273     7,390     8,026      8,146       6,747
 Weighted average common shares
  outstanding - diluted                         7,964     7,273     7,728     8,237      8,151       6,768


                                                 At        At        At        At         At          At
                                              March 30  Sept 29,   Oct 1,    Oct 2,     Sep 26,     Nov 1,
 Balance Sheet Data:                          2001 (2)    2000      1999      1998    1997(1)(3)   1996(3)
                                              -------   -------   -------   -------    -------     -------
 Working capital                             $ 28,383  $ 30,771  $ 31,873  $ 25,245   $ 24,006    $ 21,322
 Total assets                                  73,584    73,687    73,249    54,804     50,484      70,009
 Long-term obligations, net                    17,333    19,034    18,426     5,161      4,418      24,338
 Total liabilities                             32,955    33,150    31,141    13,626     11,527      40,846
 Stockholders equity                           40,629    40,537    42,108    41,178     38,957      29,163

</TABLE>

                NOTES TO SELECTED FINANCIAL DATA (UNAUDITED)

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

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

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

<PAGE>

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

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


                                 For the     For the     For the     For the
                                6 Months    12 Months   12 Months   12 Months
                                 Ended       Ended       Ended       Ended
                               March. 30,   Sept. 29,    Oct. 1,     Oct. 2,
                                  2001         2000        1999        1999
                                -------      -------     -------     -------
 Net revenues (in thousands)   $ 50,337     $119,321    $112,880    $101,935
                                  100.0%       100.0%      100.0%      100.0%
 Cost of sales                     72.3%        69.7%       66.9%       68.3%
 Selling, general and
   administrative expenses         31.3%        29.2%       25.6%       22.9%
 Internet expenses                  0.6%         1.0%        0.0%        0.0%
 Nonrecurring Charges               0.5%         0.5%        0.0%        1.2%


 Operating profit (loss)          (4.7%)        (0.4%)       7.5%        7.6%



 2001 Compared to 2000

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

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



 Net Revenues. Net revenues decreased approximately $6.3 million (11.1%)  for
 the six month period ended March 30, 2001 as compared to the same period  in
 fiscal 2000.  We believe the decrease in net revenues is primarily a  result
 of competitive pressures  in the marketplace,  a decline  in youth  baseball
 registrations, unusually  cold  and  wet  weather  in  warm  weather  states
 delaying spring sports, a reduction in  our sales force, a reduction in  the
 number of catalogs mailed and a general slow-down in the economy.  We expect
 revenues to continue this downward trend through the quarter ending June 29,
 2001 as a result of the foregoing factors.

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

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

 (i.) A decrease in selling and promotional expense of approximately $565,000
      for the six month period  ended March 30, 2001  as compared to the  six
      month period ended March 31, 2000.  This decrease is primarily a result
      of lower  catalog  expense  as part  of  our  cost  reduction  programs
      initiated this year.

 (ii.) A decrease in payroll  related expense of  approximately $364,000  for
      the six month period ended March 30, 2001 as compared to the six  month
      period ended March 31,  2000.  This is  a result of reduced  headcount,
      primarily in the sales and sales administration areas.

 (iii.) A decrease in legal fees of approximately $200,000 for the six  month
      period ended March 30, 2001 as  compared to the six month period  ended
      March 31,  2000.    This  is primarily  the result  of a  reduction  in
      litigation.

 (iv.) A decrease in facility expenses of approximately $156,000 for the  six
      month period ended March 30, 2001  as compared to the six month  period
      ended March 31, 2000.    This is primarily  a  result of lower rent and
      telephone  expense  due  to   renegotiations  of  certain  leases   and
      contracts.

      These decreases in  selling, general and  administrative expenses  were
 partially offset  by  an  increase of  approximately  $632,000  in  computer
 related expenses and an  increase of approximately  $104,000 in license  and
 royalty related expenses for the six  month period ended March 30, 2001.  We
 do not  expect   any  material  increase  in computer  related  expenses  as
 compared to prior fiscal  periods in the quarters  ending June 29, 2001  and
 September 28, 2001.  Fiscal 2001 was the first year of normal, fully  loaded
 MIS department  operating  expenses,  which  currently  total  approximately
 $650,000 per quarter.   The SAP computer  system implementation is  complete
 and meets  our current  needs.   We expect  it to  meet our  needs into  the
 foreseeable future.  The increase in license and royalty related expenses is
 primarily due to the  Amended and Restated  License Agreement with  MacMark,
 entered in on December 21, 2000, which requires us to pay an annual  royalty
 based upon  sales of  MacGregor branded  products, with  the minimum  annual
 royalty set at $100,000.

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

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

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

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

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

 We have a net operating loss carryforward that can be used to offset  future
 taxable income and can be carried forward for 15 to 20 years.  No  valuation
 allowance has been recorded for our  deferred tax assets because we  believe
 it  is more likely  than not such assets  will be realized.  We believe  the
 deferred tax assets will be realized by future profitable operating results.
 Realization of  our  net  deferred tax  asset  is  dependent  on  generating
 sufficient  taxable  income  prior  to  expiration  of  loss  carryforwards.
 Although realization is not assured, we  believe it is more likely than  not
 that all of the  deferred tax assets will  be realized.   The amount of  the
 deferred tax asset considered realizable, however,  could be reduced in  the
 near term  if estimates  of future  taxable income  during the  carryforward
 period are reduced.   See Note  4 to the  consolidated financial  statements
 included in Item 8 -- "Financial Statements and Supplementary Data".

 Net Loss.  Net loss increased  approximately $2.0 million for the six  month
 period ended March 30, 2001 as compared  to the same period in fiscal  2000.
 Net loss  per share  increased to  $(0.27) from  $(0.01) for  the six  month
 period ended March 30, 2001 as compared  to the same period in fiscal  2000.
 The weighted average shares outstanding increased by approximately 9.5%  for
 the six month period ended March  30, 2001, respectively as compared to  the
 sam e period  in  fiscal 2000.   The  increase in  weighted  average  shares
 outstanding is primarily due to the sale of treasury stock to Emerson  Radio
 Corp.  See Part II, Item 2. "Changes in Securities and Proceeds."

 2000 Compared to 1999

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

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


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

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

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

 (i.)  An  increase  in  payroll  and  related  costs  of approximately  $3.3
      million for fiscal  year 2000 as  compared to fiscal  year 1999.   This
      increase was  primarily a  result of  the increased  number of  outside
      sales employees, the employees of companies acquired during the  second
      quarter of the  prior year and  first quarter of  fiscal year 2000  and
      temporary help related to increased receivable collection efforts.

 (ii.) An increase in computer related expenses of approximately $1.1 million
      for fiscal  year  2000  as compared  to  fiscal  year  1999.   This  is
      primarily the  result  of higher  operating  costs  of maintaining  the
      SAP/AS400 system and support after the system was implemented.

 (iii.) An increase in depreciation and amortization expense of approximately
      $771,000 for fiscal year 2000 as compared to fiscal year 1999.  This is
      primarily the result of hardware  and software acquisitions related  to
      our successful implementation of the SAP/AS400 ERP information system.

 (iv.) An  increase  in  selling  and  promotional  expense  of approximately
      $539,000 for fiscal year 2000 as compared to fiscal year 1999.  This is
      primarily a result of higher catalog expense.

 (v.)  An increase in  facility related expense  of $448,000  for fiscal year
      2000 as compared to fiscal year  1999.   This  is primarily due to  the
      full year  impact  of the  additional  facilities acquired  during  the
      second quarter of the prior year and the additional facilities acquired
      in first quarter of fiscal year 2000.

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

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

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

 Interest  Expense.     Interest  expense   increased  in   fiscal  2000   by
 approximately $826,000 (69.0%) to $2.0 million  compared to $1.2 million  in
 fiscal 1999.   The  increase in  interest  expense resulted  from  increased
 overall levels of borrowing.   The higher borrowing  levels are a result  of
 the: (i.)  cash payments  for the  acquisitions of  Spaulding and  LAKCO  in
 October 1999;  (ii.)  stock repurchased  under  our stock  buyback  program;
 (iii.) cash paid for the SAP/AS400  ERP, Internet system implementation  and
 Internet development;  and  (iv.)  funding the  growth  of  inventories.  In
 addition, our borrowing  rates increased as  a result of  amendments to  our
 credit agreement.

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

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

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


 1999 Compared to 1998

      The following table summarizes  certain financial information  relating
 to our results of operations for the fiscal years ended October 1, 1999  and
 October 2, 1998:

                                      1999             1998
                                  -----------      -----------
     Net Revenues                $112,879,817     $101,935,314
     Gross Profit                $ 37,282,908     $ 32,303,198
     SG&A                        $ 28,838,366     $ 23,336,972
     Net Earnings (loss)         $  4,622,839     $  4,964,311

 Net Revenues.   Net  revenues for  the  fiscal year  ended October  1,  1999
 ("fiscal 1999") increased by approximately $10.9 million (10.7%) as compared
 to the fiscal year ended October 2,  1998 ("fiscal 1998").  The increase  in
 net revenues reflects  increases in revenues  associated primarily with  the
 acquisitions of Larry Black Sporting Goods and Conlin Brothers and increased
 ATEC sales.

 Gross Profit.  Gross profit for fiscal 1999 increased by approximately  $5.0
 million (15.4%)  as  compared  to fiscal  1998.   As  a  percentage  of  net
 revenues, gross profit  increased to  33.0% in  fiscal 1999  from 31.7%  for
 fiscal 1998.

 Selling,  General  and  Administrative  Expenses.   Selling,   general   and
 administrative expenses  for fiscal  1999  increased by  approximately  $5.5
 million  (23.6%)  as  compared  to fiscal  1998.   As a  percentage  of  net
 revenues, operating  expenses increased  to 25.5%  for fiscal  year 1999  as
 compared to 24.1%  for fiscal 1998.   The increase  in these  expenses as  a
 percentage of net revenues was primarily due to the following factors:

 (i.)  An increase in payroll costs  associated with the additional employees
      hired during  the fiscal  year. The  number of  employees increased  by
      approximately 100 full-time employees.

 (ii.) An  increase in operating expenses,  including catalog and advertising
      expense, and rent and utilities related to acquisition facilities.

 (iii.) An  increase  in  the  allowance for  doubtful  accounts  receivable.
      During  the  year  the  accounts  receivable  days  sales   outstanding
      increased.

 (iv.)  An  increase in  depreciation and amortization  expense is  primarily
      the result  of  hardware  and  software  acquisitions  related  to  our
      successful  Year  2000  compliant  SAP/AS400  ERP  information   system
      implementation and Internet  technology.   The depreciation  of the  IT
      system began in May 1999.

      These increases were  partially offset  by decreases  in our  insurance
 expenses.

      During fiscal years 1998 and 1999 we embarked on a significant computer
 conversion,  Year  2000  project  and  made  capital  expenditures  of  over
 $8,800,000, plus operating  leases and  maintenance agreements  for the  IBM
 AS/400 and NT office  network hardware.   MIS department operating  expenses
 during fiscal 1998 and fiscal 1999 totaled over $1,700,000.

 Operating Profit.   Operating  profit  increased by  approximately  $662,000
 (8.5%) to a  profit of  $8.4 million  in fiscal  1999, as  compared to  $7.8
 million in fiscal 1998.  As  a percentage of net revenues, operating  profit
 decreased to 7.5% in fiscal 1999 from 7.6% for fiscal 1998.

 Interest  Expense.     Interest  expense   increased  in   fiscal  1999   by
 approximately $722,000  (152.4%) to  $1.2 million  compared to  $474,000  in
 fiscal 1998.   The  increase in  interest  expense resulted  from  increased
 overall levels of borrowing.   The increase in  borrowings under the  senior
 credit facility reflects: (i.) cash payments for the Larry Black, Conlin and
 Flag- A-Tag acquisitions;  (ii.) stock repurchased  under our stock  buyback
 program; (iii.) cash paid  for the Year 2000  project, SAP/AS400 ERP  system
 implementation and Internet  technology development; and  (iv.) funding  the
 growth of receivables and inventories.

 Other Income, Net.  Other income decreased approximately $152,000 in  fiscal
 1999 as compared to fiscal 1998.

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

 Net Earnings.  Net Earnings decreased approximately $341,000 to $4.6 million
 in fiscal 1999 from $5.0 million in fiscal 1998.  As a percentage of the net
 revenues, net earnings decreased to 4.1% in fiscal 1999 from 4.9% in  fiscal
 1998.   Earnings  per  share  before  dilution  from  continuing  operations
 increased to $0.63 per share in fiscal  1999 from $0.62 per share in  fiscal
 1998.  Fiscal  year  1999  includes  a  decrease of  approximately  6.2%  in
 weighted average shares outstanding.

 Liquidity and Capital Resources

      Our working capital decreased approximately $2.4 million during the six
 months ended March  30, 2001, from  $30.8 million at  September 29, 2000  to
 $28.4 million at March 30, 2001.   The seasonal decrease in working  capital
 is primarily a result of an increase of approximately $3.8 million in  trade
 payables and a decrease in trade receivables of approximately $2.6  million.
 These working capital decreases were partially  offset by a decrease in  the
 current portion of long-term debt of approximately $1.6 million, an increase
 in inventories of  approximately $1.2 million,  and an increase  in cash  of
 approximately $1.2 million.

      We  have  a  three-year   credit  agreement  with  Congress   Financial
 Corporation to finance our working capital requirements through March  2004.
 The credit agreement provides for a  $25 million revolving credit  facility.
 Borrowings under the Credit Agreement are subject to an accounts  receivable
 and inventory collateral base  and are secured by  substantially all of  our
 assets.   As  of March 30, 2001,  we had total  borrowings under our  senior
 credit facility of approximately $17.1 million.

      On January 12, 2001, we issued 1,629,629 shares of restricted stock out
 of our  treasury  stock to  Emerson  Radio Corp.  ("Emerson"),  our  largest
 stockholder.  Emerson paid   $1.35 in cash  for each share  of stock, for  a
 total purchase price  of $2.2 million.   All of  the shares  issued in  this
 transaction were issued in  a non-public offering  pursuant to an  exemption
 from the  registration  requirements  of the  Securities  Act  of  1933,  as
 amended, under Section 4(2). Proceeds of the  sale were used to pay off  our
 term loan with  Comerica Bank.   Additional paid-in capital  was reduced  by
 approximately $11.7 million as a result  of the difference in proceeds  from
 the treasury stock sale and the treasury stock's related cost basis.

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

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

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

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

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

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

      1. general and specific market and economic conditions;
      2. reduced sales to the United States Government due to
         a reduction in Government spending;
      3. unanticipated disruptions or slowdowns;
      4. high fixed costs;
      5. competitive factors;
      6. risk of nonpayment of accounts receivable; and
      7. foreign supplier related issues.

      The general economic  condition in the  U.S. could  affect pricing  and
 availability  on  raw  materials  such   as  metals,  petroleum  and   other
 commodities used  in  manufacturing certain  products  as well  as  finished
 goods.  Recently, increasing fuel prices have increased our cost of  freight
 and  the  cost of  petroleum based  products  such as  foam  and  vinyl.  In
 addition, the price of leather, which is a component of many of our products
 such as  baseballs,  gloves, basketballs,  footballs,  weightlifting  belts,
 etc., has increased recently due to supply shortages caused by the hoof  and
 mouth disease among cattle.   If these cost  increases continue, we will  be
 forced to increase prices  or recognize lower margins.   Any material  price
 increases to the customer could have  an adverse effect on revenues and  any
 price increases from vendors could have an adverse effect on our costs.

      Approximately 7% of our  fiscal year 2001 sales  were made to the  U.S.
 Government, a  majority  of  which  were  made  to  military  installations.
 Anticipated reductions  in  U.S.  Government  spending  could  reduce  funds
 available to  various government  customers  for sports  related  equipment,
 which could adversely affect our results of operations.

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

      We ship approximately 50% of our  products using United Parcel  Service
 ("UPS").  As experienced in 1997, a strike by UPS or any of our other  major
 carriers could adversely affect our results  of operations due to not  being
 able to  deliver  our products  in  a timely  manner  and using  other  more
 expensive freight  carriers.   Although we  have analyzed  the cost  benefit
 effect of using other carriers, we continue to utilize UPS for the  majority
 of our small package shipments.

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

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

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

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

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


 Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

      We own no marketable securities nor  have investments that are  subject
 to market risk.  The interest on borrowings under our senior credit facility
 is based  on  the prime  rate.  As our  borrowing levels  have increased,  a
 significant increase in interest rates could have a material adverse  effect
 on our financial  condition and  results of  operations. Assuming  borrowing
 levels remain constant for fiscal 2002  at the same level  as at the end  of
 fiscal year 2001, a  3% increase in interest  rates would increase  interest
 expense by more than $500,000.  Most financial and economic experts are  not
 predicting a significant increase in prime borrowing rates during the coming
 year.

 Item 8.   Financial Statements and Supplementary Data.


 Index to Financial Statements                                 Page
 -----------------------------                                 ----
 Report of Independent Auditors                                 20

 Consolidated Balance Sheets as of March 30, 2001,
   September 29, 2000, and October 1, 1999                      21

 Consolidated Statements of Operations for the Six Months
   Ended March 30, 2001, and the Years Ended September 29,
   2000, October 1, 1999 and October 2, 1998                    22

 Consolidated Statements of Stockholders' Equity for the
   Six Months Ended March 30, 2001 and the Years Ended
   September 29, 2000, October 1, 1999, and October 2, 1998     23

 Consolidated Statements of Cash Flows for the Six Months
   Ended March 30, 2001 and the Years Ended September 29,
   2000, October 1, 1999, and October 2, 1998                   24

 Notes to Consolidated Financial Statements                     25


<PAGE>


                        REPORT OF INDEPENDENT AUDITORS


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

      We have audited the accompanying  consolidated balance sheets of  Sport
 Supply Group, Inc. and subsidiaries as of March 30, 2001, September 29, 2000
 and October 1, 1999, and the related consolidated statements of  operations,
 stockholders' equity, and cash  flows for the six  month period ended  March
 30, 2001 and each of  the three fiscal years  in the period ended  September
 29, 2000. Our audits also included  the financial statement schedule  listed
 in the Index at Item 14(a)(2).  These financial statements and schedule  are
 the responsibility of the  Company's management.   Our responsibility is  to
 express an opinion on these financial  statements and schedule based on  our
 audits.

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

      In our opinion, the consolidated financial statements referred to above
 present  fairly,  in  all  material  respects,  the  consolidated  financial
 position of Sport Supply Group, Inc. and subsidiaries as of March 30,  2001,
 September 29, 2000  and October  1, 1999,  and the  consolidated results  of
 their operations and their cash flows  for the six month period ended  March
 30, 2001 and each of  the three fiscal years  in the period ended  September
 29, 2000 in conformity with accounting principles generally accepted in  the
 United States.   Also,  in  our  opinion, the  related  financial  statement
 schedule, when  considered in  relation to  the basic  financial  statements
 taken as a whole, presents fairly  in all material respects the  information
 set forth therein.

                                 ERNST & YOUNG LLP

 Dallas, Texas
 June 1, 2001

<PAGE>
<TABLE>
                   SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS



                                                        March 30,   September 29,   October 1,
                                                           2001          2000          1999
                                                       -----------   -----------   -----------
 <S>                                                  <C>           <C>           <C>
 CURRENT ASSETS :
  Cash and equivalents                                $  1,271,096  $    112,017  $    201,911
  Accounts receivable:
    Trade, less allowance for doubtful accounts
    of $929,000 at March 30, 2001, $836,000 at
    Sept. 29, 2000 and $465,000 at Oct. 1, 1999         19,128,835    21,699,695    22,926,169
    Other                                                  287,866       727,830       975,956
  Inventories, net                                      21,050,539    19,853,059    18,509,262
  Other current assets                                     847,212     1,152,639       911,972
  Deferred tax assets                                    1,418,835     1,341,203     1,062,188
                                                       -----------   -----------   -----------
    Total current assets                                44,004,383    44,886,443    44,587,458
                                                       -----------   -----------   -----------

 DEFERRED CATALOG EXPENSES                               2,436,756     1,552,838     2,078,262

 PROPERTY, PLANT AND EQUIPMENT :
  Land                                                       8,663         8,663         8,663
  Buildings                                              1,605,102     1,605,102     1,605,102
  Computer Equipment & Software                         11,635,763    11,589,567    10,038,530
  Machinery and equipment                                6,397,134     6,402,708     6,192,272
  Furniture and fixtures                                 1,540,484     1,521,374     1,286,745
  Leasehold improvements                                 2,434,451     2,425,562     2,368,439
                                                       -----------   -----------   -----------
                                                        23,621,597    23,552,976    21,499,751
  Less -- Accumulated depreciation and amortization    (12,214,075)  (11,131,183)   (8,889,925)
                                                       -----------   -----------   -----------
                                                        11,407,522    12,421,793    12,609,826
                                                       -----------   -----------   -----------
 DEFERRED TAX ASSETS                                     4,081,390     2,866,910     2,101,239

 COST IN EXCESS OF NET ASSETS ACQUIRED,
  less accumulated amortization of $1,887,000 at
  March 30, 2001, $1,745,000 at Sept. 29, 2000
  and $1,464,000 at Oct. 1, 1999                         7,726,516     7,867,222     7,937,809

 TRADEMARKS
  less accumulated amortization of $1,646,000 at
  March 30, 2001, $1,547,000 at Sept. 29, 2000
  and $1,339,000 at Oct. 1, 1999                         3,192,523     3,235,996     3,079,010

 OTHER ASSETS
  less accumulated amortization of $655,000 at
  March 30, 2001, $451,000 at Sept. 29, 2000
    and $1,058,000 at Oct. 1, 1999                         735,254       855,613       855,375
                                                       -----------   -----------   -----------
                                                      $ 73,584,344  $ 73,686,815  $ 73,248,979
                                                       ===========   ===========   ===========
 CURRENT LIABILITIES :
  Accounts payable                                    $ 13,613,835  $  9,871,068     7,975,509
  Other accrued liabilities                              1,929,357     2,604,680     2,328,549
  Notes payable and capital lease
    obligations, current portion                            78,604     1,639,458     2,410,839
                                                       -----------   -----------   -----------
      Total current liabilities                         15,621,796    14,115,206    12,714,897
                                                       -----------   -----------   -----------
 NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS,
   net of current portion                               17,333,451    19,034,345    18,425,925

 COMMITMENTS AND CONTINGENCIES

 STOCKHOLDERS' EQUITY :
  Preferred stock, par value $0.01, 100,000 shares
    authorized, no shares outstanding                            -             -             -
  Common stock, par value $0.01, 20,000,000 shares
    authorized, 9,359,759, 9,350,731 and 9,333,241
    shares issued at March 30, 2001, Sept. 29, 2000,
    and Oct. 1, 1999  8,914,606, 7,275,949 and
    7,273,899 shares outstanding at March 30, 2001,
    Sept. 29, 2000 and Oct. 1, 1999                         93,598        93,507        93,332
  Additional paid-in capital                            48,099,109    59,785,587    59,743,384
  Accumulated deficit                                   (3,762,328)   (1,639,813)     (122,207)
  Treasury stock, at cost, 445,153, 2,074,782 and
    2,059,342 shares at March 30, 2001, Sept. 29,
    2000 and Oct. 1, 1999                               (3,801,282)  (17,702,017)  (17,606,352)
                                                       -----------   -----------   -----------
                                                        40,629,097    40,537,264    42,108,157
                                                       -----------   -----------   -----------
                                                      $ 73,584,344  $ 73,686,815  $ 73,248,979
                                                       ===========   ===========   ===========

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

</TABLE>
<PAGE>
<TABLE>

                  SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS
 For The Six Month Period Ended March 30, 2001, The Year Ended September 29, 2000,
      and The Year Ended October 1, 1999, and The Year Ended October 2, 1998



                                    ------------   ------------   -----------   -----------
                                        2001           2000          1999          1998
                                    ------------   ------------   -----------   -----------
 <S>                               <C>            <C>            <C>
 Net revenues                      $  50,336,524  $ 119,320,982  $112,879,817  $101,935,314

 Cost of sales                        36,400,525     83,151,033    75,596,909    69,632,116
                                    ------------   ------------   -----------   -----------
 Gross profit                         13,935,999     36,169,949    37,282,908    32,303,198

 Selling, general and
   administrative expenses            15,775,650     34,865,452    28,838,366    23,336,972
 Internet expenses                       317,808      1,136,149             -             -
 Nonrecurring charges                    253,239        605,000             -     1,184,024
                                    ------------   ------------   -----------   -----------
 Earnings (loss) before interest,
   other income, and taxes            (2,410,698)      (436,652)    8,444,542     7,782,202

 Interest expense                       (957,270)    (2,021,763)   (1,196,112)     (473,899)

 Other income, net                        14,400         16,924        62,738       215,090
                                    ------------   ------------   -----------   -----------
 Earnings (loss) before provision
   for income taxes                   (3,353,568)    (2,441,491)    7,311,168     7,523,393

 Income tax provision (benefit)       (1,231,053)      (923,885)    2,688,329     2,559,082
                                    ------------   ------------   -----------   -----------
 Net earnings (loss)               $  (2,122,515) $  (1,517,606) $  4,622,839  $  4,964,311
                                    ============   ============   ===========   ===========

 Earnings (loss) per share:

 Net earnings (loss) - basic       $       (0.27) $       (0.21) $       0.63  $       0.62
                                    ------------   ------------   -----------   -----------
 Net earnings (loss) - diluted     $       (0.27) $       (0.21) $       0.60  $       0.60
                                    ------------   ------------   -----------   -----------
 Weighted average number of common
   shares outstanding - basic          7,963,989      7,272,570     7,390,274     8,025,606
                                    ============   ============   ===========   ===========
 Weighted average number of common
   shares outstanding - diluted        7,963,989      7,272,570     7,727,777     8,236,530
                                    ============   ============   ===========   ===========

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

</TABLE>
<PAGE>
<TABLE>
                  SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For The Six Month Period Ended March 30, 2001, The Year Ended September 29, 2000,
    and The Year Ended October 1, 1999, and The Year Ended October 2, 1998



                                                          Additional
                                        Common Stock        Paid in    Accumulated       Treasury Stock
                                      Shares     Amount     Capital      Deficit       Shares      Amount         Total
                                     ---------   -------   ----------   ----------   ---------   -----------    ----------
<S>                                  <C>        <C>       <C>          <C>           <C>        <C>            <C>
Balance, September 26, 1997          9,158,749  $ 91,588  $58,574,218  $(9,709,357)  1,074,365  $ (9,999,130)  $38,957,319
                                     ---------   -------   ----------   ----------   ---------   -----------    ----------
Issuances of common stock upon
  exercises of outstanding options      73,387       734      502,370                                              503,104
Issuances of common stock               11,059       110       70,293                                               70,403
Purchase of treasury stock                                                             433,725    (3,486,453)   (3,486,453)
Reissuances of treasury shares                                (46,694)                 (19,598)      215,722       169,028
Net earnings (comprehensive income)                                      4,964,311                               4,964,311
                                     ---------   -------   ----------   ----------   ---------   -----------    ----------
Balance, October 2, 1998             9,243,195  $ 92,432  $59,100,187  $(4,745,046)  1,488,492  $(13,269,861)  $41,177,712
                                     ---------   -------   ----------   ----------   ---------   -----------    ----------
Issuances of common stock upon
  exercises of outstanding options      81,445       814      598,071                                              598,885
Issuances of common stock                8,601        86       73,036                                               73,122
Purchase of treasury stock                                                             595,900    (4,603,987)   (4,603,987)
Reissuances of treasury shares                                (27,910)                 (25,050)      267,496       239,586
Net earnings (comprehensive income)                                      4,622,839                               4,622,839
                                     ---------   -------   ----------   ----------   ---------   -----------    ----------
Balance, October 1, 1999             9,333,241  $ 93,332  $59,743,384  $  (122,207)  2,059,342  $(17,606,352)  $42,108,157
                                     ---------   -------   ----------   ----------   ---------   -----------    ----------
Issuances of common stock upon
  exercises of outstanding options       5,000        50                                                                50
Issuances of common stock               12,490       125       51,503                                               51,628
Purchase of treasury stock                                                              16,420      (112,437)     (112,437)
Reissuances of treasury shares                                 (9,300)                    (980)       16,772         7,472
Net loss (comprehensive loss)                                           (1,517,606)                             (1,517,606)
                                     ---------   -------   ----------   ----------   ---------   -----------    ----------
Balance, September 29, 2000          9,350,731  $ 93,507  $59,785,587  $(1,639,813)  2,074,782  $(17,702,017)  $40,537,264
                                     ---------   -------   ----------   ----------   ---------   -----------    ----------
Issuances of common stock upon
  exercises of outstanding options
Issuances of common stock                9,028        91       14,257                                               14,348
Purchase of treasury stock
Reissuances of treasury shares
Sale of treasury shares                                   (11,700,735)              (1,629,629)   13,900,735     2,200,000
Net loss (comprehensive loss)                                           (2,122,515)                             (2,122,515)
                                     ---------   -------   ----------   ----------   ---------   -----------    ----------
Balance, March 30, 2001              9,359,759  $ 93,598  $48,099,109  $(3,762,328)    445,153  $ (3,801,282)  $40,629,097
                                     ---------   -------   ----------   ----------   ---------   -----------    ----------


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

</TABLE>
<PAGE>
<TABLE>

                  SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
 For The Six Month Period Ended March 30, 2001, The Year Ended September 29, 2000,
       and The Year Ended October 1, 1999, and The Year Ended October 2, 1998



                                                              2001          2000          1999          1998
                                                          -----------   -----------   -----------   -----------
 <S>                                                     <C>           <C>           <C>           <C>
 CASH FLOWS FROM OPERATING ACTIVITIES :
   Net earnings (loss)                                   $ (2,122,515) $ (1,517,606) $  4,622,839  $  4,964,311
   Adjustments to reconcile net earnings (loss) to net
       cash provided by (used in) operating activities:
     Depreciation and amortization                          1,556,419     2,855,172     2,072,117     1,390,178
     Provision for (recovery of) allowances for
       accounts receivable                                    220,884       319,025       411,512      (428,756)
     Changes in assets and liabilities:
       (Increase) decrease in accounts receivable           2,789,939     1,902,706    (6,602,602)      346,687
       (Increase) decrease in inventories                  (1,197,480)     (565,986)   (3,039,248)   (1,041,239)
       (Increase) decrease in deferred catalog expenses
         and other current assets                            (578,491)      284,757        57,542    (1,125,628)
       Increase (decrease) in accounts payable              3,742,767     1,161,798       602,636     1,221,250
       (Increase) decrease in deferred taxes                  (77,632)     (279,015)     (157,870)    1,165,360
       Increase (decrease) in accrued liabilities            (675,323)      170,301    (1,012,097)     (688,080)
       (Increase) decrease in other assets                   (140,580)     (284,426)      132,638       (29,294)
       (Increase) decrease in noncurrent deferred
         tax assets                                        (1,214,480)     (765,671)    2,557,950     1,179,706
       Other                                                        -             -             -       (22,091)
                                                          -----------   -----------   -----------   -----------
   Net cash provided by (used in) operating activites       2,303,508     3,281,055      (354,583)    6,932,404
                                                          -----------   -----------   -----------   -----------

 CASH FLOWS FROM INVESTING ACTIVITIES :
   Acquisitions of property, plant & equipment                (97,030)   (2,025,608)   (6,438,359)   (2,969,139)
   Payments for acquisitions, net of cash acquired                  -      (854,093)   (4,260,100)    1,500,682
   Proceeds from sale of investments                                -             -        23,891        14,044
                                                          -----------   -----------   -----------   -----------
   Net cash provided by (used in) investing activities        (97,030)   (2,879,701)  (10,674,568)   (4,455,777)
                                                          -----------   -----------   -----------   -----------

 CASH FLOWS FROM FINANCING ACTIVITIES :
   Proceeds from issuances of notes payable                17,134,214     2,205,620    21,099,089     2,916,984
   Payments of notes payable and capital
     lease obligations                                    (20,395,961)   (2,643,581)   (7,211,099)   (2,217,006)
   Proceeds from common stock issuances                     2,214,348        59,150       911,593       742,535
   Purchase of treasury stock                                       -      (112,437)   (4,603,987)   (3,486,453)
                                                          -----------   -----------   -----------   -----------
   Net cash provided by (used in) financing activities     (1,047,399)     (491,248)   10,195,596    (2,043,940)
                                                          -----------   -----------   -----------   -----------
 NET CHANGE IN CASH AND EQUIVALENTS                         1,159,079       (89,894)     (833,555)      432,687

 Cash and equivalents, beginning of period                    112,017       201,911     1,035,466       602,779
                                                          -----------   -----------   -----------   -----------
 Cash and equivalents, end of period                     $  1,271,096  $    112,017  $    201,911  $  1,035,466
                                                          ===========   ===========   ===========   ===========


 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION :

 Cash paid during the period for interest                $    824,353  $  2,169,859  $  1,181,529  $    502,414
                                                          ===========   ===========   ===========   ===========
 Cash paid during the period for income taxes            $     73,435  $    204,455  $    160,000  $      6,671
                                                          ===========   ===========   ===========   ===========

 We acquired the assets of certain entities. In
   connection with these acquisitions, liabilities were
   assumed as follows:
      Fair value of assets acquired                      $          -  $  1,968,685  $  8,296,490  $  2,388,750
      Cash paid for the acquisitions, net                           -      (854,093)   (4,260,100)   (1,500,682)
      Debt issued for the acquisitions                              -      (275,000)     (700,000)     (588,068)
                                                          -----------   -----------   -----------   -----------
      Liabilities assumed                                $          -  $    839,592  $  3,336,390  $    300,000
                                                          ===========   ===========   ===========   ===========

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

</TABLE>



                  SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                March 30, 2001

 1.   BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

 Background

      Sport Supply Group, Inc. ("SSG") was incorporated in 1982.  The  assets
 of the Sports & Recreation Division  of Aurora Electronics, Inc. (f/k/a  BSN
 Corp., "Aurora") were contributed  to us effective  September 30, 1988.   We
 were a wholly-owned subsidiary of Aurora before our initial public  offering
 in April 1991.  Effective March 2001, Sport Supply Group, Inc is a majority-
 owned  subsidiary of  Emerson Radio Corp.  Our financial  statements do  not
 include any purchase  accounting adjustments to  reflect our acquisition  by
 Emerson Radio Corp.  Our operations  are all within one financial  reporting
 segment: manufacturing and marketing of sports related equipment and leisure
 products to institutional customers  in the United  States.  We  manufacture
 many of  the products  we sell.   Manufactured  items include,  but are  not
 limited to: 1.)  Tennis, volleyball, and  other sports nets;  2.) Steel  and
 aluminum construction  items, such  as soccer  and  field hockey  goals  and
 volleyball, pole  vault,  and  high jump  standards;  3.)  track  and  field
 equipment; 4.) Gymnastic  equipment and  exercise mats;  5.) Weight  lifting
 equipment; and 6.) Tabletop games and various plastic items.

 Principles of Consolidation and Basis of Presentation

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

      Certain financial  information  for  previous  fiscal  years  has  been
 reclassified to conform to the fiscal 2001 presentation.

 Change in Fiscal Year

      In May 2001, we changed our financial reporting year end from September
 30 to March  31.  Accordingly,  the fiscal year  ended March 30,  2001 is  a
 transition period consisting of six months.  We will operate on a 52/53 week
 year ending on the Friday closest to March 31.

 Inventories

      Inventories are  stated  at the  lower  of cost  or  market.   Cost  is
 determined using the first-in,  first-out and weighted-average cost  methods
 for items manufactured by us and  weighted-average cost for items  purchased
 for resale.  As of March 30, 2001,  September 29, 2000 and October 1,  1999,
 inventories consisted of the following:


 Inventory Data:                Mar. 30, 2001   Sept. 29, 2000    Oct. 1, 1999
 ---------------                  ----------       ----------      ----------
 Raw materials                   $ 3,727,855      $ 3,300,001     $ 3,209,581
 Work-in-process                     376,683          536,550         435,904
 Finished and purchased goods     18,226,706       17,148,643      15,928,680
                                  ----------       ----------      ----------
 Inventory, Gross                 22,331,244       20,985,194      19,574,165
 Less inventory allowance for
   obsolete or slow moving items  (1,280,705)      (1,132,135)     (1,064,903)
                                  ----------       ----------      ----------
 Inventory, Net                  $21,050,539      $19,853,059     $18,509,262
                                  ==========       ==========      ==========

      The inventory allowance for obsolete or slow moving items is determined
 based upon  our periodic  assessment  of the  net  realizable value  of  our
 inventory.  As of March  30, 2001, September 29,  2000 and October 1,  1999,
 approximately 30%, 28%  and 27%, respectively,  of total ending  inventories
 were products manufactured by us with  the balance being products  purchased
 from outside suppliers.  Sales of products manufactured by us accounted  for
 approximately 30%, 31% ,36%, and 31%  of total net revenues in fiscal  2001,
 2000, 1999, and 1998 respectively.

 Advertising and Deferred Catalog Expenses

      We expense the production costs of advertising as incurred, except  for
 production costs related  to direct-response  advertising activities,  which
 are capitalized.  Direct response advertising consists primarily of catalogs
 that  include  order forms  for our  products.  Production costs,  primarily
 printing and  postage,  associated with  catalogs  are amortized  using  the
 straight-line method over twelve months which approximates average usage  of
 the catalogs produced.   Our advertising expenses for  the six month  period
 ended March 30, 2001, and the fiscal years ended September 29, 2000, October
 1, 1999  and  October 2,  1998  were approximately  $1,312,000,  $4,122,000,
 $3,571,000 and $2,864,000, respectively.

 Internet Expenses

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

 Property, Plant, and Equipment

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

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

           Buildings                               Thirty to forty years
           Machinery and Equipment                 Five years to ten years
           Computer Equipment and Software         Three years to ten years
           Furniture and Fixtures                  Five years

 Intangible Assets

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

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

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

      We periodically  assess the  recoverability of  the carrying  value  of
 intangible  assets  in   relation  to  projected   earnings  and   projected
 undiscounted  cash  flows.    Based  on  our  assessment,  we  believe   our
 investments in intangible assets are fully realizable as of March 30, 2001.

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


 Income Taxes

      Deferred tax assets and liabilities are determined 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  are based  upon  the
 weighted average number of common and common equivalent shares  outstanding.
 Outstanding stock options and common stock purchase warrants are treated  as
 common stock equivalents when dilution results from their assumed exercise.

 Revenue Recognition

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

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

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

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

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

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

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


 Recent Pronouncements

      In June 1998, the Financial Accounting Standards Board issued Statement
 No. 133,  "Accounting for  Derivative  Instruments and  Hedging  Activities"
 (SFAS 133), as amended, which  we adopted on September  30, 2000.  SFAS  133
 requires that  all derivatives  be recorded  on the  balance sheet  at  fair
 value.  Changes  in derivatives  that are not  hedges are  adjusted to  fair
 value through  income.   Changes in  derivatives that  meet the  Statement's
 hedge criteria will either be offset through income, or recognized in  other
 comprehensive income until the hedged item  is recognized in earnings.   The
 adoption of SFAS 133 on September  30, 2000 did not  have any impact on  our
 financial condition, results of operations or cash flows.

      On September  30,  2000,  we adopted  the  provisions  of  EITF  00-10,
 Accounting for Shipping and Handling Fees and Costs.  Prior to September 30,
 2000, we netted shipping fees against shipping costs. The net difference was
 included in cost of sales in our consolidated statements of operations.  The
 provisions of EITF 00-10 provide that all amounts billed to a customer in  a
 sale transaction  related  to  shipping  and  handling,  if  any,  represent
 revenues earned for the goods provided and should be classified as  revenue.
 Accordingly, for the six  month period ended March  30, 2001, we  classified
 shipping and handling fees of approximately $2.4 million as revenues in  our
 consolidated statement of operations.  The fiscal years ended September  29,
 2000, October  1,  1999,  and  October 2,  1998  have  also  been  restated,
 resulting in shipping and handling fees of approximately $6.0 million,  $5.5
 million, and $4.6 million respectively, being classified as revenues in  our
 consolidated statement of operations.
<PAGE>

 2.   STOCKHOLDERS' EQUITY:

 Stock Options

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

<TABLE>
      The following table contains transactional data for the Company's stock
 option plan.

                                                         Exercise Price or
   Stock Option Plan                  Shares            Weighted Avg. Price
   -----------------                 ---------          -------------------
  <S>                                <C>                       <C>
 Outstanding at September 26, 1997   1,040,573                 $7.26

 Granted                               286,675                 $7.65
 Exercised                             (73,387)                $6.86
 Forfeited                            (393,575)                $8.06
                                     ---------                  ----
 Outstanding at October 2, 1998        860,286                 $7.30

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

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

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


          Stock Options Outstanding                  Stock Options Exercisable
             as of Mar. 30, 2001                        as of  Mar. 30, 2001
 --------------------------------------------------     --------------------
                             Wtd. Avg.    Wtd. Avg.                Wtd. Avg.
     Range of                 Remaining   Exercise                 Exercise
 Exercise Prices    Shares      Life       Price        Shares       Price
 ---------------  ---------   ---------    ------       -------      -----
 <S>              <C>         <C>          <C>          <C>          <C>
 $1.38 - $9.44    906,929     6.0 years    $7.65        821,094      $7.59

</TABLE>

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

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

      As of  March  30,  2001,  there  were  a  total  of  1,006,929  options
 (including non-plan options) outstanding  with exercise prices ranging  from
 $1.38 per share to $9.44 per  share.  As of March  30, 2001, 921,094 of  the
 total options  outstanding were  fully vested  with 85,835  options  vesting
 through November  2002.   As of  September 29,  2000, 875,781  of the  total
 options outstanding were fully vested  with 152,085 options vesting  through
 November  2002.   As  of  October 1,  1999,  there  were  1,187,799  options
 (including non-plan options) outstanding  with exercise prices ranging  from
 $6.125 per share to $9.44 per share.  As of October 1, 1999, 630,712 of  the
 total options outstanding  were fully  vested with  557,087 options  vesting
 through July  2002.   As of  October  2, 1998,  there were  960,286  options
 (including non-plan options) outstanding with exercise princes ranging  from
 $5.60 per share to $8.38 per  share. As of October  2, 1998, 505,284 of  the
 total options outstanding  were fully  vested with  455,002 options  vesting
 through January 2001.

      Pro forma information regarding net income and net income per share has
 been determined as if we had accounted for employee stock options subsequent
 to December 31, 1995 under the fair value method.  The fair value for  those
 options was estimated  at the  date of  grant using  a Black-Scholes  option
 pricing model with the following weighted  average assumptions:  (i.)  risk-
 free interest  rates of  4.29%,  5.93%, 5.63% and 5.34% in  2001, 2000, 1999
 and 1998 respectively;  (ii.)  dividend yield  of  0% for all  years; (iii.)
 expected volatility of 55%, 49%, 30% and 25% in  2001,  2000,  1999 and 1998
 respectively; and (iv.) weighted average expected life for each  option of 3
 years.  The weighted average fair value of employee stock options granted in
 2001, 2000, 1999 and 1998 are $0.59, $2.41, $2.34, and $1.81 respectively.

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


                                       For the Six      For the Fiscal    For the Fiscal    For the Fiscal
                                       Months Ended       Year Ended        Year Ended        Year Ended
                                       Mar. 30, 2001    Sept. 29, 2000     Oct. 1, 1999      Oct. 2, 1998
                                         ----------       ----------         ---------         ---------
 <S>                                    <C>              <C>                <C>               <C>
 Net income (loss):
    As reported                         $(2,122,515)     $(1,517,606)       $4,622,839        $4,964,311
    Pro forma                           $(2,390,606)     $(1,988,647)       $4,119,255        $4,526,870

 Earnings (loss) per share:

 As reported - basic                         $(0.27)          $(0.21)            $0.63             $0.62
 As reported - diluted                       $(0.27)          $(0.21)            $0.60             $0.60

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

</TABLE>

 Common Stock Purchase Warrants

      Pursuant to a  Securities Purchase  Agreement dated  November 27,  1996
 between Emerson Radio  Corp. ("Emerson") and  us, Emerson acquired  directly
 from us 5-year warrants  to acquire 1,000,000 shares  of Common Stock at  an
 exercise  price  of  $7.50  per  share,  subject  to  standard  antidilution
 adjustments, for an aggregate cash consideration of $500,000.  The  warrants
 expire on December 10, 2001.

 Repurchase of Common Stock

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


 Net Earnings  Per Common Share

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

                             For the Six
                            Month Period     For the Fiscal     For the Fiscal     For the Fiscal
                                Ended          Year Ended         Year Ended         Year Ended
                            Mar. 30, 2001    Sept. 29, 2000      Oct. 1, 1999      Oct. 2, 1998
                             ----------        ----------          ---------         ---------
 <S>                        <C>               <C>                 <C>               <C>
 Numerator:
 ---------
 Net earnings (loss)        $(2,122,515)      $(1,517,606)        $4,622,839        $4,964,311
                             ==========        ==========          =========         =========
 Denominator:

 Weighted average
   shares outstanding         7,963,989         7,272,570          7,390,274         8,025,606

 Effect of dilutive
   securities:
     Warrants                         0                 0            148,577            94,884
     Employee stock options           0                 0            188,926           116,040
                             ----------        ----------          ---------         ---------
 Adjusted weighted
   average shares and
   assumed conversions        7,963,989         7,272,570          7,727,777         8,236,530
                             ==========        ==========          =========         =========
 Per Share Calculations:

 Basic earnings
   (loss) per share              $(0.27)           $(0.21)             $0.63             $0.62
                             ==========        ==========          =========         =========
 Diluted earnings
   (loss) per share              $(0.27)           $(0.21)             $0.60             $0.60
                             ==========        ==========          =========         =========

 Securities excluded
   from weighted average
   shares diluted because
   their effect would be
   antidilutive               2,006,929         2,027,866                 0              6,250

</TABLE>
<PAGE>

 3.   NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS:

<TABLE>
      As of March 30,  2001 September 29, 2000,  and October 1,  1999, notes
 payable  and capital lease  obligations consisted of  the following:

                                                  2001           2000           1999
                                               ----------     ----------     ----------
 <S>                                          <C>            <C>            <C>
 Note payable under revolving line of
   credit, interest ranging from prime
   minus 0.25% to prime plus 1.0% (8.50%
   at Mar. 30, 2001, 8.53% - 10.50% at Sept.
   29, 2000 and 7.75% at Oct. 1, 1999)
   due Mar. 27, 2004 and collateralized
   by substantially all assets.               $17,088,314    $17,804,126    $11,044,264

 Term loan, interest at prime plus 2%,
   payable in monthly installments of
   $125,000 plus accrued interest. Paid
   in full January 15, 2001.                            0      2,500,000      9,000,000

 Promissory note, interest at 7.75%,
   payable in monthly installments of
   $29,167 plus accrued interest.  Paid
   in full December 20, 2001                            0         79,214        466,667

 Capital lease obligation, interest at
   9%, payable in annual installments of
   principal and interest totaling
   $55,000 through August 2005.                   196,038        196,038        230,311

 Other                                            127,703         94,425         95,522
                                               ----------     ----------     ----------
      Total                                    17,412,055     20,673,803     20,836,764
 Less - current portion                           (78,604)    (1,639,458)    (2,410,839)
                                               ----------     ----------     ----------
      Long-term debt and capital lease
        obligations, net                      $17,333,451    $19,034,345    $18,425,925
                                               ==========     ==========     ==========
</TABLE>

 Credit Facilities

      On March 27, 2001, we completed  the refinancing of our senior  secured
 debt with Congress Financial Corporation.  The three-year $25 million credit
 agreement provides for  lower interest rates  and more favorable  covenants.
 The new  credit agreement  completely replaces  the former  credit  facility
 provided by Comerica Bank.

      This credit  agreement  provides  for  revolving  loans and  letters of
 credit which, in the aggregate, cannot exceed the lesser of $25 million or a
 "Borrowing Base" amount based on specified percentages of eligible  accounts
 receivable  and  inventories.  Amounts  outstanding  under the senior credit
 facility are  secured  by  substantially  all the assets of the Sport Supply
 Group, Inc. and subsidiaries.  At  March 30, 2001  the available  borrowings
 under this facility was approximately $20.4 million  of which  approximately
 $17.1 million was outstanding.  At March 30, 2001,  the interest rate of the
 outstanding borrowings was 8.5%,  which was the prime  rate at the beginning
 of  March  2001.   Pursuant  to  the  Loan  and  Security  Agreement, we are
 restricted  from, among  other  things,  paying cash dividends, and entering
 into certain transactions without the lender's prior consent.

      Maturities of our  capital lease obligations  and borrowings under  the
 senior credit facility  as of  March 30,  2001, by  fiscal year  and in  the
 aggregate, are as follows:


                2002                             $     78,604
                2003                                   72,962
                2004                               17,161,157
                2005                                   74,130
                2006                                   25,202
                Thereafter                                  0
                                                  -----------
                     Total                         17,412,055
                Less current portion                  (78,604)
                                                  -----------
                     Total long term portion     $ 17,333,451
                                                  ===========

      As of March 30, 2001 the carrying value of our long-term debt
 approximates its fair value.

 4.   INCOME TAXES:

      As of March 30, 2001, September 29, 2000, October 1, 1999, and  October
 2, 1998 the components of the net deferred tax assets and liabilities are as
 follows:

                                   2001            2000           1999
   Current deferred tax         ----------      ----------     ----------
    assets (liabilities):
    ---------------------
    Allowances for
      doubtful accounts        $   315,904     $   389,000     $   239,696
    Inventories                    959,270         897,767         817,890
    Other accrued liabilities      143,661          54,436           4,602
                                ----------      ----------      ----------
         Total                 $ 1,418,835     $ 1,341,203     $ 1,062,188
                                ==========      ==========      ==========
   Noncurrent deferred tax
    assets (liabilities):
    ---------------------
    Cost in excess of
      net assets acquired      $  (298,034)    $  (218,807)    $  (216,222)
    Other intangible assets     (2,921,841)     (2,892,670)     (2,687,228)

    Net operating loss
      carryforward               6,815,029       5,492,151       4,504,802
    Minimum tax credit
      carryforward                 486,236         486,236         499,887
                                ----------      ----------      ----------
        Total                  $ 4,081,390     $ 2,866,910     $ 2,101,239
                                ==========      ==========      ==========

      We have a net  operating loss carryforward that  can be used to  offset
 future taxable income and  can be carried forward  for 15 to  20  years.  No
 valuation allowance has been recorded for our deferred tax assets because we
 believe it is more likely than not such assets will be realized.  We believe
 the deferred  tax assets  will be  realized by  future profitable  operating
 results.  Realization  of  our  net  deferred  tax  asset  is  dependent  on
 generating  sufficient   taxable  income   prior  to   expiration  of   loss
 carryforwards.  Although realization is not  assured, we believe it is  more
 likely than not that all  of the net deferred  tax assets will be  realized.
 The amount of the deferred tax  asset considered realizable, however,  could
 be reduced in the near term if estimates of future taxable income during the
 carryforward period are reduced.

      The income tax  provision (benefit) in  the accompanying statements  of
 operations for the  six month  period ended March  30, 2001  and the  fiscal
 years ended  September  29,  2000,  October 1,  1999  and  October  2,  1998
 consisted of the following:

                          2001           2000          1999           1998
                       ----------     ----------    ----------     ----------
 Current              $    (6,333)   $   118,115   $   288,249    $   214,016
 Deferred              (1,224,720)    (1,042,000)    2,400,080      2,345,066
                       ----------     ----------    ----------     ----------
 Income tax
 provision (benefit)  $(1,231,053)   $  (923,885)  $ 2,688,329    $ 2,559,082
                       ==========     ==========    ==========     ==========


      The provision (benefit) for income taxes in the accompanying statements
 of operations for the six month period  ended March 30, 2001 and the  fiscal
 years ended September 29, 2000, October 1, 1999, and October 2, 1998  differ
 from the statutory federal rate as follows:


                               2001          2000         1999           1998
                            ----------     --------     ---------     ---------
 Income tax  provision
   (benefit) at statutory
   federal rate            $(1,140,213)   $(830,107)   $2,485,797    $2,557,954
 State income taxes,
   net of federal effect      (105,254)     (75,865)      124,964            --
 Other                          14,414      (17,913)       77,568         1,128
                            ----------     --------     ---------     ---------
 Total provision (benefit)
   for income taxes        $(1,231,053)   $(923,885)   $2,688,329    $2,559,082
                            ==========     ========     =========     =========



 5.   ACQUISITIONS:

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

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


 6.   MAJOR CUSTOMERS AND CONCENTRATION OF BUSINESS RISK:

      Our customers  include  all  levels  of  public  and  private  schools,
 colleges, universities, and military  academies, municipal and  governmental
 agencies, military  facilities,  churches, clubs,  camps,  hospitals,  youth
 sports leagues,  non-profit organizations,  team dealers  and certain  large
 retail sporting goods chains.

      We did not have any individual  customers that accounted for more  than
 10% of net  revenues for  the six  month period  ended March  30, 2001,  and
 fiscal years ended September 29, 2000, October 1, 1999 or October 2, 1998.

      The  majority  of  our  sales  are  to  publicly  funded  institutional
 customers.   We extend  credit  based upon  an  evaluation of  a  customer's
 financial condition and  provide for any  anticipated credit  losses in  our
 financial statements based upon  management's estimates and ongoing  reviews
 of recorded allowances.


 7.   COMMITMENTS AND CONTINGENCIES:

 Leases

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

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

                           2002         $2,152,229
                           2003          1,911,095
                           2004          1,497,931
                           2005            959,611
                           2006             11,591
                                         ---------
                                Total   $6,532,457
                                         =========

      Rent expense was approximately  $1,056,000, $1,935,000, $1,815,000  and
 $1,645,000 for the  six month period  ended March 30,  2001, and the  fiscal
 years ended  September  29, 2000,  October  1,  1999, and  October  2,  1998
 respectively.

 Product Liability and Other Claims

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

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

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

 8.   EMPLOYEES' SAVINGS PLAN:

      Effective June 1,  1993, we established  a defined contribution  profit
 sharing plan (the "401(k) Plan") for the benefit of eligible employees.  All
 employees with one year of service and who  have attained the age of 21  are
 eligible to participate in the 401(k) Plan.  Beginning January 1, 2001,  the
 one year waiting period was reduced to 90 days. Employees may contribute  up
 to  20%  of  their  compensation,  subject  to  certain  limitations,  which
 qualifies under the  compensation deferral provisions  of Section 401(k)  of
 the U.S. Internal Revenue Code.

      The 401(k) Plan contains provisions that allow us to make discretionary
 contributions during each  plan year.   Employer contributions  for the  six
 month period ended March 30, 2001, and the fiscal years ended September  29,
 2000, October  1,  1999 and  October  2, 1998  were  approximately  $26,000,
 $89,000, $84,000,  and  $78,000  respectively.   We pay  all  administrative
 expenses of the 401(k) Plan.


 9. UNAUDITED STATEMENT OF OPERTIONS DATA:

<TABLE>
      The following  table  sets  forth  certain  information  regarding  our
 results of operations  for each  full quarter  within the  six month  period
 ended March  30, 2001  and the  fiscal years  ended September  29, 2000  and
 October 1, 1999, with amounts in thousands, except for per share data.   Due
 to rounding, quarterly amounts may not fully sum to yearly amounts.


                                        2001  Fiscal  Year                            2000  Fiscal  Year
  Statement of                     --------------------------    ---------------------------------------------------------------
  Operations Data:
                                    Six                                        Six
                                   Month                                      Month
                                   Period     Qtr       Qtr                   Period      Qtr        Qtr        Qtr        Qtr
                                   ended     ended     ended                  ended      ended      ended      ended      ended
                                    Mar.      Dec.      Mar.       Year        Mar.       Dec.       Mar.       June       Sept.
                                   ------    ------    ------    -------      ------     ------     ------     ------     ------
 <S>                              <C>       <C>       <C>       <C>          <C>        <C>        <C>         <C>        <C>
 Net revenues                     $50,336   $18,201   $32,135   $119,321     $56,596    $20,070   $36,526    $30,757      $31,968
 Gross profit                      13,936     4,917     9,019     36,170      17,855      6,341    11,514      9,400        8,915
 Operating profit (loss) (note 1)  (2,411)   (2,994)      583       (437)        780     (1,330)    2,110        (81)      (1,136)
 Interest expense                     957       533       424      2,022         933        414       519        445          644
 Other income (expense), net           14         2        12         17           2         (6)        8         (2)          17
 Income tax provision (benefit)    (1,231)   (1,297)       66       (924)        (71)      (643)      572       (199)        (655)
 Net earnings (loss)              $(2,123)  $(2,228)     $105    $(1,518)       $(80)   $(1,107)   $1,027      $(329)     $(1,108)
                                   ------    ------    ------    -------      ------     ------     ------     ------     ------
 Net earnings (loss)
 per share - basic                 $(0.27)   $(0.31)    $0.01      $(0.21)    $(0.01)    $(0.15)    $0.14     $(0.05)      $(0.15)
 Net earnings (loss)
 per share - diluted               $(0.27)   $(0.31)    $0.01      $(0.21)    $(0.01)    $(0.15)    $0.14     $(0.05)      $(0.15)


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



                                                  1999 Fiscal Year
   Statement  of                   -----------------------------------------------
   Operations  Data:                          Qtr       Qtr       Qtr         Qtr
                                             ended     ended     ended       ended
                                     Year     Dec.      Mar.      June       Sept.
                                   ------    ------    ------    ------     ------
 <S>                              <C>       <C>       <C>       <C>        <C>
 Net revenues                     $112,879  $15,741   $37,215   $27,916    $32,007
 Gross profit                       37,283    5,079    12,139    10,025     10,040
 Operating profit (loss) (note 1)    8,445     (751)    5,172     3,179        845
 Interest expense                    1,196      165       334       371        326
 Other income (expense),  net           63       18        13        21         11
 Income tax provision (benefit)      2,688     (338)    1,831     1,070        126
 Net earnings (loss)                $4,623    $(560)   $3,020    $1,759       $404

 Net earnings (loss)
 per share - basic                   $0.63   $(0.07)    $0.41     $0.24      $0.06
 Net earnings (loss)
 per share - diluted                 $0.60   $(0.07)    $0.39     $0.22      $0.05

 Weighted average
 shares  outstanding - basic         7,390    7,607     7,388     7,360      7,281
 Weighted average
 shares outstanding - diluted        7,728    7,607     7,748     7,826      7,673


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


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

      None.




                                  PART III.

 Item 10.  Directors and Executive Officers of the Registrant.

                                                                  Year First
                                                               Became Director
         Name              Age            Position                or Officer
         ----              ---            --------                ----------
 Geoffrey P. Jurick        60      Chairman of the Board and         1996
                                   Chief Executive Officer

 John P. Walker            38      President and Director            1996

 Terrence M. Babilla       39      Chief Operating Officer,          1996
                                   Executive Vice President,
                                   General Counsel and Secretary

 Eugene J.P. Grant         53      Executive Vice President,         1999
                                   Sales and Marketing

 Michael P. Glassman       55      Vice President, Sales and         2001
                                   Marketing

 Robert K. Mitchell        49      Chief Financial Officer           2000

 Douglas E. Pryor          45      Vice President, Manufacturing     1999
                                   and Purchasing

 Kenneth  A. Corby         40      Vice President, Corporate         1998
                                   Development

 Thomas P. Treichler       57      Director                          1997

 Peter G. Bunger           61      Director                          1996

 Johnson C.S. Ko           50      Director                          1996


     Geoffrey P. Jurick has  served  as  a director  since December 10, 1996.
 Mr. Jurick has served  as our Chairman of the  Board since December 11, 1996
 and as our Chief  Executive Officer since January 23,  1997.  Mr. Jurick has
 served as a  director of Emerson Radio  Corp., a Delaware corporation listed
 on the  American Stock Exchange  under the symbol  "MSN" since 1990, and  as
 Emerson's Chief Executive Officer  and Chairman since July 1992 and December
 1993,  respectively.   Emerson beneficially  owns  approximately 55% of  our
 issued and  outstanding common stock.   For more  information about Emerson,
 see "Certain Relationships and Related Transactions."

     John P. Walker has served as a director since December 10, 1996 and  has
 served as our President since July 28, 1998.  Mr. Walker served as our Chief
 Financial Officer from December 11, 1996  to November 10, 1999, as our Chief
 Operating Officer from  July 28, 1998 to  July 28, 1999  and as an Executive
 Vice President from December  11, 1996 to July 28,  1998.  Mr. Walker served
 as Executive  Vice President  and  Chief Financial  Officer of  Emerson from
 April 1996  until March  2001. Mr.  Walker served  as Emerson's  Senior Vice
 President from  April  1994 until  March  1996, Vice  President-Finance from
 February 1993 to April 1994, Assistant Vice President-Finance from June 1991
 to  January 1993,  and Director of Financial Management  from September 1989
 to May  1991.  Emerson beneficially  owns  approximately  55%  of our issued
 and outstanding  common  stock.  See  "Certain  Relationships  and   Related
 Transactions" for more information about Emerson.

     Terrence M.  Babilla has served  as Chief Operating  Officer since  July
 28,  1999, as  General  Counsel  since March 13,  1995,  as  Secretary since
 May 13, 1996 and  as Executive Vice President  since January 13, 1998.  From
 September 1987 to March 1995, Mr. Babilla  was an attorney with the law firm
 of Hughes & Luce, L.L.P. in Dallas, Texas.

     Eugene J.P. Grant  has  served  as  Executive  Vice  President Sales and
 Marketing of  Sport  Supply  Group  since  January 2001,  and  continues  as
 President  of Athletic Training  Equipment Company  Inc. since January 1996.
 Mr. Grant has over 25 years experience in the sporting goods industry in the
 areas of General Management , Marketing,  Sales,  International Distribution
 and Sourcing, and Manufacturing.

     Michael P. Glassman  has  served  as  Vice President-Sales and Marketing
 since April 1, 2001. From June, 1998 to March 2001,  Mr. Glassman  was buyer
 of Sporting Goods  for  Sears,  Roebuck  and  Company  in  Hoffman  Estates,
 Illinois.  From  December,  1990 to June, 1998 he was a sales executive with
 Escalade Sports in Evansville,  Indiana  serving as Executive Vice President
 of Sales from June 1995 to June, 1998.

     Robert K. Mitchell has served as Chief Financial Officer since  November
 1999. From April 1996 to October 1999, Mr. Mitchell served as Vice President
 - Finance for Athletic Training Equipment Company, Inc.

     Douglas E.  Pryor has  served as  our Vice President  of Purchasing  and
 Manufacturing since January 29,  1999.  Mr. Pryor  served as our Director of
 Purchasing from 1992 to 1998 and our Senior Buyer and Merchandiser from 1988
 to 1991.

     Kenneth A. Corby has served as our Vice President, Corporate Development
 since  September, 1997.  Mr. Corby  has  served  with Emerson  since 1996 in
 various financial roles with increasing responsibilities.  May, 1996 Finance
 Manager,  July, 1996 Finance Director, March 1997, Assistant Chief Financial
 Officer, June 2000 Senior Vice President - Finance, May 2001  Executive Vice
 President, Chief Financial Officer. He has served as  a  Director of Emerson
 Radio  International  since  September  1998.  Prior  to  joining   Emerson,
 Mr. Corby  had  experience  with  Nabisco  Brands, Inc. in various financial
 positions.  He is a Certified Public Accountant.

     Dr.  Thomas P.  Treichler has  been a  director  since March  23, 1997.
 Since  1983 Dr. Treichler  has  been the  Chairman  of the  Board  and Chief
 Executive Officer  of Orient  Financial Corporation,  a San  Francisco based
 financial and investment banking firm.  Dr. Treichler is also an independent
 director of the Shanghai Growth Fund, a fund for direct investments into the
 greater Shanghai region that is listed on the Hong Kong Stock Exchange.

     Peter G.  Bunger has  been a  director  since December  10, 1996.    Mr.
 Bunger has been a director  of Emerson since July 1992. Emerson beneficially
 owns approximately  55% of  our issued  and outstanding  common stock.   See
 "Certain Relationships and Related  Transactions" for more information about
 Emerson.  Presently, Mr. Bunger is  a consultant with Savarina AG, an entity
 engaged  in the business  of  portfolio  management  monitoring  in  Zurich,
 Switzerland.  Since October 1992,  Mr. Bunger has  served as  a director  of
 Savarina AG, and since  1992, as  a director  of ISCS,  a computer  software
 company.

     Johnson C.S.  Ko has been  a director since  December 10,  1996.   Since
 February 1994, Mr. Ko  has served as the  Chairman and Director of Universal
 Appliances Limited,  a Hong Kong  corporation listed on  the Hong Kong Stock
 Exchange.  Universal Appliance  is engaged in manufacturing and distributing
 consumer electronics,  household electrical  and telecommunication products,
 in  the  dissemination of  international  financial  market  information and
 consumer data, the sale of  computer monitors and the business of electronic
 and  digital   data   transmission  (including   digital  sound   and  image
 transmission).  Universal Appliances  is a holding company for the Universal
 Group that owns or controls numerous  subsidiary companies.  Mr. Ko has also
 served on certain  boards of these subsidiaries  since February 1994.  Since
 September 1997, Mr. Ko was also the executive director (acting Chairman from
 September  1997  to  December  1999)  of  Cybersonic  Technology Limited,  a
 corporation listed on  the Hong Kong Stock  Exchange.  Cybersonic is engaged
 in manufacturing and distributing  consumer electronic products and footwear
 products.   From  February  1999, Mr.  Ko  also  served as  Chairman  of DVB
 (holdings) Limited, a company incorporated in Bermuda and listed on the Hong
 Kong Stock  Exchange.  DVB  is principally engaged  in the  sale of computer
 monitors and  Electronic Data Transmission  business including digital image
 and sound transmission and related software business. Mr. Ko has also served
 since  October 1992  as  the Chairman  and  Director of  Kwan  Wing Holdings
 Limited, ("Kwan Wing Holdings")  the holding company of Universal Appliances
 and an investment vehicle  whose activities encompass trading, real property
 holdings and  financial services.   Kwan Wing  Holdings' principal operating
 company in Hong  Kong is its wholly-owned  subsidiary, Kwan Wing Development
 Ltd., in  which Mr. Ko  has served  as a director  since 1989.  In  November
 1999, Mr. Ko was appointed  as a non-executive director  of The  DII  Group,
 Inc., a  company lishted  on NASDAQ.   The DII  Group, Inc.  in  principally
 engaged in the electronics subcontracting business with global manufacturing
 capabilities.   From November 1992 to  April  1995, Mr.  Ko also  served  as
 Chairman  and director of  Mandarin  Dragon Holding  Limited,  a  Hong  Kong
 corporation  listed on the  Hong Kong  Stock  Exchange, which  was  also  an
 investment  holding  company  with   business  in   the  manufacturing   and
 distribution of pharmaceuticals.

 Item 11.  Executive Compensation.

                    Summary Compensation Table

      The  following   table  sets   forth  certain   information   regarding
 compensation paid during each  of our last three  fiscal years to our  Chief
 Executive Officer and each  of our other  most highly compensated  executive
 officers, based on salary and bonus earned during fiscal 2001.

<TABLE>
      The information set  forth in  the following  table is  for the  fiscal
 years ended October 1,  1999, September 29, 2000  and the  six months  ended
 March 30, 2001.

                                                                            Securities
                                                                Restricted  Underlying
                                                  Other Annual     Stock     Options/     All Other
      Name and        Fiscal    Salary    Bonus   Compensation    Awards       SARs     Compensation
 Principal Position    Year      ($)     ($) (1)       ($)          ($)        (#)           ($)
 ------------------    ----     -------  -------  ------------    ------     --------   ------------
 <S>                   <C>     <C>       <C>        <C>            <C>       <C>          <C>
 Geoffrey P. Jurick,
 Chairman of the       2001    $125,000     --         ---          ---        ---           ---
 Board and Chief       2000    $250,000     --         ---          ---        ---           ---
 Executive             1999    $250,000  $63,000       ---          ---        ---           ---
 Officer (1)

 John P. Walker,       2001    $165,000    ---       $ 9,892        ---        ---           ---
 President (2)         2000    $330,000    ---       $12,929        ---        ---        $113,641
                       1999    $320,000  $80,000     $15,004        ---        ---          $2,550

 Terrence M. Babilla,  2001    $120,000    ---       $14,635        ---        ---           ---
 Chief Operating       2000    $240,000    ---       $28,667        ---        ---          $2,625
 Officer, Executive    1999    $235,000  $60,000     $26,901        ---        ---          $2,250
 Vice President,
 General Counsel
 and Secretary (3)

</TABLE>


 (1)  Mr. Jurick has served as our  Chairman of the Board since December  10,
      1996 and as  our Chief Executive  Officer since January  23, 1997.  Mr.
      Jurick has served as  a director of Emerson  and as Emerson's  Chairman
      and  Chief  Executive  Officer  since  July  1992  and  December  1993,
      respectively. See "Certain Relationships and Related Transactions"  for
      more information about Emerson.

 (2)  Mr. Walker has served as our President since July 28, 1998.  Mr. Walker
      served as Chief  Financial Officer from  December 11, 1996 to  November
      10, 1999, as our  President and Chief Operating  Officer from July  28,
      1998 to July 28, 1999, and as an Executive Vice President from December
      11, 1996  to  July  28,  1998. Mr.  Walker  served  as  Executive  Vice
      President and Chief Financial Officer of Emerson from April 1996  until
      March 2001.  Emerson reimbursed us $70,833, $100,000 and $50,000 of the
      amount included in  "Salary" for fiscal  1999, fiscal  2000 and  fiscal
      2001, respectively, in reimbursement of salary paid by us to Mr. Walker
      for the benefit of Emerson.

      The amount in "Other Annual Compensation"  consists of: (a) for  fiscal
      2001, country club related dues and  expenses of $2,228 and  automobile
      related expenses of $3,000, and tax gross-ups related to these expenses
      of $4,100, (b) for fiscal 2000, country club related dues and  expenses
      of $4,380 and automobile related expenses of $3,190, and tax  gross-ups
      related to these expenses of $5,359,  and (c) for fiscal 1999,  country
      club related  dues  and  expenses  of  $7,166  and  automobile  related
      expenses of $7,838.

      The amount in "All Other Compensation" for  fiscal 1999 is comprised of
      matching 401(k) contributions.  The amount in "All Other  Compensation"
      for fiscal 2000 is comprised of $2,625 in matching 401(k) contributions
      and $65,000  in forgiveness of indebtedness.  During 1997, the  Company
      loaned Mr. Walker $100,000, interest free,  to purchase a residence  in
      Texas.  During fiscal 2000 Mr.  Walker's loan was restructured  whereby
      (i) $65,000 of the loan was forgiven, (ii) the $65,000 forgiven  amount
      was grossed-up for taxes  by 40% or $46,016,  and (iii) Mr. Walker  was
      required to  pay  the  remaining  $35,000  of  the  loan  in  quarterly
      installments of $5,000 each.  There are two (2) quarterly  installments
      remaining to be paid, with the last quarterly installment being due  to
      be paid on or  before June 30, 2001.   See "Executive Compensation  and
      Other Information - Employment  Agreements" for more information  about
      Mr. Walker's Compensation.

 (3)  Mr. Babilla has served as Chief Operating Officer since July 28,  1999,
      as General Counsel  since March 13,  1995, as  Secretary since  May 13,
      1996 and  as Executive  Vice President  since January 13,  1998.   From
      September 1987 to March 1995, Mr. Babilla was an attorney with the  law
      firm of Hughes & Luce, L.L.P. in  Dallas, Texas.  The amount in  "Other
      Annual Compensation" consists  of: (a)  for fiscal  2001, country  club
      dues and expenses of $3,000 and  automobile related expenses of  $5,569
      and tax gross-ups related to these expenses of $ 6,066, (b) for  fiscal
      2000, country  club dues  and fees  of  $6,000 and  automobile  related
      expenses of  $10,790 and  tax gross-ups  related to  these expenses  of
      $11,887 ,  and (c)  for fiscal  1999,  country club  dues and  fees  of
      $10,248 and automobile  related expenses of  $16,653.   The  amount  in
      "All Other Compensation" is comprised of matching 401(k) contributions.
      See   "Executive   Compensation   and   Other    Information-Employment
      Agreements" for more information regarding Mr. Babilla's compensation.


 Option Grants During 2001 Fiscal Year

      No options were granted to our  named executive officers during  fiscal
 2001.


 Option Exercises During 2001 Fiscal Year and Fiscal Year End Option Values

      The following table provides  information related to options  exercised
 by our executive  officers during the  2001 fiscal year  and the number  and
 value of options held at the  end of our 2001  fiscal year by our  executive
 officers.  We do not have any outstanding stock appreciation rights.

                                              Number of
                                             Securities        Value of
                                             Underlying       Unexercised
                                             Unexercised     In-the-Money
                         Shares             Options/SARs     Options/SARs
                        Acquired              at FY-End        at FY-End
                           on      Value         (#)            ($)(1)
                        Exercise  Realized  Exercisable/     Exercisable/
        Name              (#)      ($)     Unexercisable    Unexercisable
 ------------------     --------  -------- -------------    -------------
 Geoffrey P. Jurick       -0-       -0-       300,000/0          $0/$0
 John P. Walker           -0-       -0-       150,000/0          $0/$0
 Terrence M. Babilla      -0-       -0-          0/0             $0/$0

 (1)  The closing price  for our  common stock as  reported by  the Over  the
      Counter Bulletin  Board  on  March  30,  2001  was  $1.44.    Value  is
      calculated on the basis of the difference between $1.44 and the  option
      exercise price of "in the money"  options, multiplied by the number  of
      shares of our common stock underlying the option.

Employment Agreements

      John P. Walker.   Effective January 14, 1998,  we entered into a  three
 year employment agreement with  John P. Walker.   We amended the  Employment
 Agreement on February  25, 2000, which  amendment extended the  term of  the
 Employment  Agreement  to  December 31,  2002.   Pursuant  to  Mr.  Walker's
 employment agreement, Mr. Walker receives base annual compensation  (subject
 to annual increases  by our Board)  of $330,000.  The  employment  agreement
 also provides for (1) an annual  bonus equal to an amount  up to 30% of  Mr.
 Walker's base salary upon attainment of  our business plan and other  agreed
 upon benchmarks, (2) an additional annual  performance bonus to be  approved
 at the discretion  of our Board,  or a committee  thereof, (3) country  club
 dues, (4) car allowance, (5) relocation expenses, including an interest free
 bridge loan in the amount of $100,000 secured by the real estate  purchased,
 (6) participation in our health insurance plans, and (7) certain tax  gross-
 ups.  A  portion of  Mr. Walker's bridge  loan was  forgiven in  2000.   See
 "Executive Compensation and Other Information - Summary Compensation Table."
 Mr. Walker's  employment  agreement  also  provides  for  certain  severance
 payments if  Mr.  Walker  is  terminated  without  cause  or  constructively
 discharged prior to December 31, 2002.  We also agreed to make available  to
 Mr. Walker an interest free  loan for six months  to purchase shares of  our
 common stock underlying his  stock options, which loan  would be secured  by
 the shares of common stock. Pursuant  to Mr. Walker's employment  agreement,
 Mr. Walker  may  devote  up  to  33% of  his  working  time  fulfilling  his
 obligations as  an  officer  of Emerson.  For  more  information  about  Mr.
 Walker's compensation, see  "Executive Compensation  and Other  Information-
 Summary Compensation Table."

      Terrence M. Babilla.   Effective January  14, 1998, we  entered into  a
 three year employment agreement  with Terrence M. Babilla.   We amended  the
 Employment Agreement on February 25, 2000, which amendment extended the term
 of the Employment Agreement to December 31, 2002.  Pursuant to Mr. Babilla's
 employment agreement, Mr. Babilla receives base annual compensation (subject
 to annual increases  by our Board)  of $240,000.   The employment  agreement
 also provides for (1)  an annual bonus of  up to 30%  of Mr. Babilla's  base
 salary  upon  attainment  of  our  business  plan  and  other  agreed   upon
 benchmarks, (2) an additional annual performance bonus to be approved at the
 discretion of our Board, or a committee thereof, (3) country club dues,  (4)
 car allowance,  (5) participation  in our  health insurance  plans, and  (6)
 certain tax gross-ups.  Mr. Babilla's employment agreement also provides for
 certain  severance  payments   if  he   is  terminated   without  cause   or
 constructively discharged  prior to  December 31,  2002.   Pursuant  to  Mr.
 Babilla's employment agreement,  Mr. Babilla  may devote  up to  10%  of his
 working time  fulfilling  his obligations  as  an employee  of  Emerson  and
 Emerson will pay any salary directly  to Mr. Babilla.  For more  information
 about Mr.  Babilla's compensation,  please see  "Executive Compensation  and
 Other Information-Summary Compensation Table."

      Eugene J.P. Grant.  Effective March 24,  1998, we entered into a  three
 year employment agreement with Eugene J.P.  Grant.  Pursuant to Mr.  Grant's
 employment  agreement,  Mr.  Grant  receives  base  annual  compensation  of
 $127,500.  The employment agreement also provides for (1) an annual bonus of
 up to 60% of Mr.  Grant's base salary upon  attainment of our business  plan
 and other agreed upon benchmarks, (2) an additional annual performance bonus
 to be approved at the discretion of  our Board, or a committee thereof,  and
 (3) car  allowance.  We  entered into  a new three year employment agreement
 with Mr. Grant effective January 1, 2001. Pursuant to Mr. Grant's employment
 agreement, Mr. Grant receives base annual compensation of $205,000.

      Michael P. Glassman.  Effective April 1, 2001, we entered into a  three
 year  employment  agreement  with  Michael  P.  Glassman.  Pursuant  to  Mr.
 Glassman's  employment  agreement,   Mr.  Glassman   receives  base   annual
 compensation of $150,000.  The employment agreement also provides for (1) an
 annual bonus up to 30% of Mr. Glassman's base salary upon attainment of  our
 business plan and  other agreed upon  benchmarks, (2)  an additional  annual
 performance bonus  to be  approved at  the  discretion of  our Board,  or  a
 committee  thereof,  and  (3)  car  allowance.   Mr.  Glassman's  employment
 agreement also provides  for certain payments  if he  is terminated  without
 cause prior  to  March 31,  2004. Mr.  Glassman's  employment  agreement  is
 scheduled to expire on March 31, 2004.

      We may  terminate our  obligations under  any of  the above  employment
 agreements if the employee covered by the employment agreement is discharged
 for cause (as defined in each applicable agreement).  Each of the  foregoing
 employees may be discharged without cause, provided that we continue to  pay
 the remaining compensation payments due under  the agreements.  Each of  the
 foregoing employees may  terminate their employment  prior to expiration  of
 the agreements and, if we have not breached any provision of the agreements,
 we will be  required to  pay only  the compensation  earned to  the date  of
 termination.

 Severance Agreements

      Messrs. Walker and Babilla.   In March 1999  we entered into  severance
 agreements  with  Messrs.  Walker  and Babilla.   The  severance  agreements
 provide that for  a period of  180 days following  a change  in control  (as
 defined in each  agreement) of the  company, the employee  has the right  to
 elect to receive cash compensation.  The cash compensation is equivalent  to
 299% of the sum of:  (a) his highest annual salary at any time during the 36
 months prior  to  the change  in  control, plus  (b)  the highest  bonus  or
 incentive compensation paid to him  by us for any  of the last three  fiscal
 years preceding a  change in control.   The cash  compensation is  generally
 designed  to  compensate  for  the  loss  of  the  employee's  compensation,
 including salary and bonuses,  less any amounts the  payment of which  might
 cause adverse consequences under  federal income tax  laws (as described  in
 the agreements).  In exchange for  the cash compensation, the employee  will
 release all of his  rights under his employment  agreement.  As of  June 15,
 2001,  the  maximum  aggregate  contingent  liability  under  the  severance
 agreements was approximately $2,300,000.

      Messr. Pryor.   Effective  February 15,  1999 we  entered into  a  Non-
 Competition,  Confidentiality  and  Severance  Agreement  with  Mr.   Pryor.
 Subject to the terms  of this Agreement,  if Mr. Pryor  is terminated by  us
 without "cause" (as  defined in the  Agreement), we have  agreed to pay  Mr.
 Pryor  his  then current  bi-weekly salary  for a period of twenty-four (24)
 bi-weekly periods from  the date of  termination.  As of June 15, 2001,  the
 maximum aggregate contingent liability under Mr. Pryor's severance agreement
 was approximately $93,000.

 Anti-Takeover Effect of Certain Provisions

      The provisions  of the  option  agreements, employment  agreements  and
 severance agreements that  we have  with certain  of our  executives may  be
 deemed to have an anti-takeover effect.   The effect may be to delay,  defer
 or prevent a  tender offer  or takeover  attempt that  our stockholders  may
 consider to be in their best interest, including attempts that might  result
 in a premium over the market  price for shares of  our common stock held  by
 you.

 Compensation Committee Interlocks and Insider Participation In  Compensation
 Decisions

      The Compensation Committee is responsible for recommending to our Board
 compensation arrangements for our Chairman of the Board and Chief  Executive
 Officer, which recommendation is  subject to the approval  of a majority  of
 the disinterested directors.  The Chairman of the Board was responsible  for
 establishing compensation  arrangements for  all other  executive  officers,
 subject to the review  and approval of  our Board.  During  our 2001  fiscal
 year, Messrs.   Treichler  and  Ko served  as  members of  our  Compensation
 Committee.

      Geoffrey P.  Jurick serves  as  our Chairman  of  the Board  and  Chief
 Executive Officer and  also as  Chairman of  the Board  and Chief  Executive
 Officer of Emerson.  John P. Walker serves as our President and also  served
 as Executive Vice  President and Chief  Financial Officer of  Emerson.   Mr.
 Walker is also a member of  our Board.  Mr. Bunger, who  is a member of  our
 Board and also   Emerson's Board, serves on  our Compensation Committee  and
 also on Emerson's Compensation Committee.   Messrs. Jurick and Walker,  both
 executive officers who were  also members of our  Board during fiscal  2001,
 participated in deliberations concerning executive officer compensation.

 Report  of  the  Compensation  and  Stock  Option  Committee  on   Executive
 Compensation

      During fiscal  2001 the  Compensation and  Stock Option  Committee  and
 Chairman of  the  Board  shared  the  responsibility  for  establishing  and
 administering   the   company's   executive   compensation   programs.   The
 Compensation and Stock Option  Committee had responsibility for  determining
 compensation to be  paid to the  Chairman of the  Board and Chief  Executive
 Officer, subject  to  the  approval  of  a  majority  of  the  disinterested
 directors.   The   Compensation   and  Stock   Option  Committee  also   had
 responsibility for administering the company's stock option plan,  including
 authority regarding the selection of award recipients and the size and terms
 of all option  grants under the  option plan.   The Chairman  of the  Board,
 subject to review and approval by  the Board of Directors, determines on  an
 annual basis the compensation  to be paid to  the executive officers of  the
 company.

      Under the supervision  of the Compensation  and Stock Option  Committee
 and  the  Board  of  Directors,   the  company  developed  and   implemented
 compensation policies,  plans  and  programs  that  sought  to  enhance  the
 profitability of  the  company,  and thus  stockholder  value,  by  aligning
 closely the financial interests  of the company's  executives with those  of
 its  stockholders.   The  specific objectives  of  the  company's  executive
 compensation program were to:

      * Support  the  achievement   of  the  company's  strategic   operating
        objectives.

      * Provide  compensation at  competitive levels  that will  attract  and
        retain  superior talent  and  reward executive  officers  based  upon
        performance.

      * Align  the executive  officers' interests  with  the success  of  the
        company  by placing  the  majority of  pay  increases at  risk  (i.e.
        increases that are dependent upon company performance).


      The company's executive  officer compensation program  for fiscal  2001
 was  comprised  of  base  salary,  cash  bonuses  and  long-term   incentive
 compensation in the form of stock options.

      Base salaries  for  the executive  officers  of the  company  represent
 compensation for  the performance  of defined  functions and  assumption  of
 defined  responsibilities.  The  Compensation  and  Stock  Option  Committee
 reviews the base salary  for the Chairman of  the Board and Chief  Executive
 Officer on an annual basis and recommends compensation arrangements for  the
 company's Chairman of the Board and Chief Executive Officer.  Implementation
 of the Chairman  and Chief Executive  Officer's compensation arrangement  is
 subject to the approval of a  majority of the disinterested directors.   The
 Chairman of the  Board reviews the  base salary of  all the other  executive
 officers on an annual basis and recommends compensation arrangements to  the
 Board  of  Directors for  such executive  officers.   In determining  salary
 adjustments, the Compensation and Stock Option Committee and the Chairman of
 the Board  consider  the company's  growth  in earnings  and  revenues,  the
 reduction in expenses, the  company's results of  operations as compared  to
 the company's business plan, and each executive's performance level, as well
 as other  factors relating  to  the executive's  specific  responsibilities.
 Also considered are the executive's positions, experience, skills, potential
 for advancement,  responsibility  and  current salary  in  relation  to  the
 expected level of pay for the positions in which the executive serves.   The
 Compensation and  Stock  Option  Committee  (with  respect  to  compensation
 arrangements for the Chairman and Chief Executive Officer) and the  Chairman
 (with respect to compensation arrangements for the other executive officers)
 exercise their judgment  based upon the  above criteria and  do not apply  a
 specific formula or assign a weight to each factor considered.  The  company
 has entered  into employment  agreements with  each  of Messrs.  Walker  and
 Babilla.   For  more  information about  these  employment  agreements,  see
 "Executive Compensation and Other Information -- Employment Agreements."

      At the beginning  of each fiscal  year, management  submits a  business
 plan to  the  Board of  Directors  and  the Compensation  and  Stock  Option
 Committee.  The business plan establishes  performance goals of the  company
 for such fiscal year.  Such goals may include target increases in sales, net
 income and  earnings per  share,  reduction in  expenses,  as well  as  more
 subjective  goals  with  respect  to  marketing,  product  introduction  and
 expansion of customer  base.  Cash  bonuses are paid  based upon  successful
 achievement of some or all of the foregoing factors.

      The award of options to purchase  common stock and the grant of  shares
 of restricted stock  form the basis  for the  company's long-term  incentive
 plan for officers and key employees. The specific objective of all awards is
 to align executive and stockholder long-term interests by creating a  strong
 correlation between  executive  pay and  stockholder  return.   The  company
 intends that its  executives develop and  maintain a significant,  long-term
 stock ownership position in the company's  common stock. No awards of  stock
 options were made  to the named  executive officers during  the 2001  fiscal
 year from the option plan administered by the Compensation and Stock  Option
 Committee.

      The company paid Mr. Jurick, the  Chief Executive Officer, $125,000  in
 base salary during fiscal  2001.  The  salary paid to  Mr. Jurick in  fiscal
 2001 was  subjectively  established by  the  Compensation and  Stock  Option
 Committee and not subject to specific criteria.

      The Board of Directors has considered  the potential impact of  Section
 162(m) of the Internal Revenue Code of 1996,  as amended (we refer to it  as
 the "Code").  Section 162(m) of the Code generally provides that a  publicly
 held corporation's deduction for compensation paid to its covered  employees
 is limited to $1 million per year, subject to certain exceptions.  Since the
 cash compensation  of each  of the  company's current  covered employees  is
 below the $1 million threshold and the company's stock option plan has  been
 revised to meet the requirements of Section 162(m) of the Code, the Board of
 Directors believes that Section  162(m) will not  reduce the federal  income
 tax deduction available to the company.  The company's policy is to qualify,
 to  the  extent  reasonable,   its  executive  officers'  compensation   for
 deductibility under applicable tax  laws.  However,  the Board of  Directors
 believes that  its  primary  responsibility is  to  provide  a  compensation
 program that will attract, retain and reward the executive talent  necessary
 to the company's success.  Consequently,  the Board of Directors  recognizes
 that the loss of a tax deduction could be necessary in some circumstances.

      This report is submitted by the  members of the Board of Directors, the
 Compensation Committee and the Stock Option Committee that were in existence
 at the end of fiscal 2001.

      Board of Directors       Compensation and Stock Option Committee

      Geoffrey P. Jurick       Thomas P. Treichler
      John P. Walker           Johnson C.S. Ko
      Peter G. Bunger
      Johnson C.S. Ko
      Thomas P. Treichler

      This report will not be deemed  to be incorporated by reference in  any
 filing by Sport Supply Group under the Securites Act of 1933 (referred to as
 the "Securities Act")  or the Exchange  Act, except to  the extent that  the
 company specifically incorporates this report by reference.

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

      The following table  sets forth,  as of  May 30,  2001, the  beneficial
 ownership of: (1) each current director; (2) each nominee for director;  (3)
 each of our executive officers named  in the Summary Compensation Table  set
 forth below  in  "Executive Compensation  and  Other Information";  (4)  our
 directors and executive officers as a group; and (5) each stockholder  known
 to us to own beneficially more than  5% of our outstanding shares of  common
 stock.

      Except as otherwise indicated and based upon our review of  information
 as filed with the Securities and Exchange Commission (we refer to it as  the
 "SEC"), we believe that the beneficial owners of the securities listed below
 have sole investment and voting power  with respect to such shares,  subject
 to community property laws, where applicable.

                                      Amount and
                                      Nature of            Percent
                                      Beneficial              Of
  Name of Beneficial Owner            Ownership             Class
  --------------------------------  -------------           ------

  Emerson Radio Corp.               5,463,223 (1)            55.1%

  Dimensional Fund Advisors, Inc.     494,015 (2)             5.5%

  Oaktree Capital Management, LLC     403,100 (4)             4.5%

  Wentworth Hauser & Violich, Inc.    536,165 (5)             6.0%

  Geoffrey P. Jurick*               5,763,223 (6)            56.4%

  John P. Walker*                     187,106 (7)             1.9%

  Peter G. Bunger*                     15,625 (8)             **

  Johnson C.S. Ko*                     25,625 (8)             **

  Thomas P. Treichler*                 15,625 (9)             **

  Terrence M. Babilla                   6,856 (10)            **

  Robert K. Mitchell                    8,468 (11)            **

  Eugene J.P. Grant                    50,000 (12)            **

  Douglas Pryor                        19,024 (13)            **

  Kenneth A. Corby                     20,545 (14)            **

  Executive Officers and            6,112,097 (15)           58.2%
  Directors as a group
  (10 persons)

      (*)  Director (all current directors are nominees for director).
      (**) Less than one percent

 (1)  Emerson's address is  Nine Entin  Road, Parsippany,  New Jersey  07054.
      Emerson's beneficial ownership is based on  information set forth in  a
      an Amendment No. 11to a Schedule 13D  filed with the SEC by Emerson  on
      April 16,2001.  Pursuant to the Amended Schedule 13D, Emerson  reported
      that it  beneficially  owned  5,463,223 shares  of  our  common  stock,
      including (a) 1,000,000 shares issuable upon exercise of warrants owned
      by Emerson and exercisable within 60 days, and (b) 1,098,900 shares  of
      our  common  stock  held  by  Emerson  Radio  (Hong  Kong)  Limited,  a
      wholly-owned subsidiary  of  Emerson.   Emerson  has  sole  voting  and
      dispositive power with respect to all 5,463,223 shares.

      Pursuant to  a  pledge  and  security  agreement,  Emerson  pledged  to
      Congress Financial Corporation 500,000 shares  of our common stock  and
      its warrants for 1,000,000  shares of our  common stock, together  with
      all proceeds, dividends and other income and distributions with respect
      thereto, and all rights of Emerson to have such shares of common  stock
      registered under a certain registration rights agreement.

  (2) Dimensional Fund Advisors,  Inc.'s address is  1299 Ocean Avenue,  11th
      Floor,  Santa  Monica,  California  90401.    Dimensional's  beneficial
      ownership is based  on information set  forth in a  Schedule 13G  filed
      with  the SEC by Dimensional dated February 2, 2001.  Dimensional is an
      investment advisor  registered  under  Section 203  of  the  Investment
      Advisors Act of 1940, and serves as investment manager to certain other
      investment  vehicles,  including  commingled   group   trusts.    These
      investment companies and investment vehicles are the "Portfolios."   In
      its role  as investment  advisor  and investment  manager,  Dimensional
      possessed  both  voting  and  investment  power  over 494,015 shares of
      our common stock  as  of  December 31, 2000.  The  Portfolios  own  all
      securities  reported  in  this  statement,  and  Dimensional  disclaims
      beneficial ownership of such securities.

 (4)  Oaktree Capital Management,  LLC's address is  333 South Grand  Avenue,
      28th  Floor,  Los  Angeles,  California  90071.   Oaktree's  beneficial
      ownership is based on information set forth in an amendment to Schedule
      13D filed with  the SEC by  Oaktree on December 2,  1999.  Oaktree,  an
      investment advisor to institutional and individual investors,  reported
      it has sole voting power and sole dispositive power with respect to all
      403,100 shares.

 (5)  Wentworth Hauser &  Violich, Inc.'s address  is 333 Sacramento  Street,
      San Francisco, California 94111.  Laird Norton Financial Group,  Inc.'s
      ("LNFG") address is 801 Second Avenue, Suite 1600, Seattle,  Washington
      98104.  Wentworth's  beneficial ownership is  based on information  set
      forth in a  amendment No.  1 to  Scheduele 13G  filed with  the SEC  by
      Wentworth on April 16, 2001.   Wentworth, a wholly-owned subsidiary  of
      LNFG and  an investment  adviser to  certain persons,  reported it  has
      shared voting and shared dispositive power with respect to all  395,000
      shares.  LNFG disclaims beneficial ownership of all such shares.

 (6)  Mr. Jurick's address is Sport Supply Group, Inc., 1901 Diplomat  Drive,
      Farmers Branch,  Texas 75234.   Mr.  Jurick, directly  and  indirectly,
      beneficially owns approximately 46%of the issued and outstanding shares
      of Emerson's common stock  and is the Chairman  of the Board and  Chief
      Executive Officer of Emerson and, therefore,  may be deemed to  control
      Emerson.  As  a result of  such control, Mr.  Jurick may  be deemed  to
      beneficially own the 5,463,223 shares of our common stock  beneficially
      owned by Emerson.  Mr. Jurick disclaims any such beneficial  ownership.
      See Note (1) above and "Certain Relationships and Related Transactions"
      for  more  information  about   Emerson's  investment.     Mr. Jurick's
      beneficial ownership also includes 300,000  shares of our common  stock
      issuable upon  the  exercise  of stock  options  that  are  exercisable
      currently or within 60 days of the date hereof.

 (7)  Consists of 36,106 shares of our common stock and 150,000 shares of our
      common stock  issuable upon  the exercise  of  stock options  that  are
      exercisable currently or within 60 days of the date hereof.

 (8)  Includes 15,625 shares of  our common stock  issuable upon exercise  of
      stock options that are exercisable currently  or within 60 days of  the
      date hereof.

 (9)  Consists of 15,625 shares of our common stock issuable upon exercise of
      stock options that are exercisable currently  or within 60 days of  the
      date hereof.

 (10) Consists of  6,856 shares of our common stock.

 (11) Consists of  135  shares of our  common stock and  8,333 shares of  our
      common stock  issuable upon  the exercise  of  stock options  that  are
      exercisable currently or within 60 days of the date hereof.

 (12) Consists of  50,000  shares  of our  common  stock  issuable  upon  the
      exercise of stock options that are  exercisable currently or within  60
      days of the date hereof.

 (13) Consists of 2,857 shares of our  common stock and 16,167 shares of  our
      common stock  issuable upon  the exercise  of  stock options  that  are
      exercisable currently or within 60 days of the date hereof.

 (14) Consists of 545  shares of our  common stock and  20,000 shares of  our
      common stock  issuable upon  the exercise  of  stock options  that  are
      exercisable currently or within 60 days of the date hereof.

 (15) Includes 588,250 shares of our common stock issuable upon the  exercise
      of stock options that  are exercisable currently or  within 60 days  of
      the date hereof and 1,000,000 shares of our common stock issuable  upon
      exercise of  the Emerson  warrants.   Mr. Jurick  disclaims  beneficial
      ownership of our securities owned by Emerson.  See Note (6) above.

 Compensation of Directors

      During our 2001 fiscal year, each non-management director was  entitled
 to receive  up  to $8,000  in  annual director's  fees.   In  addition,  the
 Chairman of the  Audit Committee and  the Chairman of  the Compensation  and
 Stock Option  Plan Committee  each receive  an additional  $2,500 in  annual
 fees.  During  fiscal 2001, Dr.  Treichler, Mr. Ko  and Mr. Bunger  received
 $6,500, $4,000 and $4,000, respectively, in  director's fees.  Our  officers
 do  not  receive  compensation  for  serving  on  our  Board.   Non-employee
 directors are automatically granted  nonqualified stock options to  purchase
 3,125 shares of our common stock on an annual basis.

 Change of Voting Control:

      On April 13, 2001, Emerson and Geoffrey Jurick jointly filed  Amendment
 No. 11 to  their Report on  Schedule 13D (as  amended, the "Schedule  13D").
 The Schedule 13D reported that Emerson increased it beneficial ownership  in
 SSG to 5,463,223 shares of  our common stock, or  55.1% of the total  issued
 and outstanding  common stock  as  of   March 21,  2001.   Pursuant  to  the
 Schedule 13D,  Emerson's beneficial  ownership  consists of  (i.)  3,364,323
 shares of our common stock owned directly by Emerson, (ii.) 1,098,900 shares
 of our common stock owned directly  by Emerson Radio (Hong Kong) Limited,  a
 wholly-owned subsidiary of Emerson ("Emerson HK"), and (iii.) warrants owned
 by Emerson to purchase  an additional 1,000,000 shares  of our common  stock
 for $7.50 per  share, which warrants  are exercisable within  60 days.   The
 warrants expire on December 10, 2001.

      Emerson is deemed to  beneficially own the shares  of our common  stock
 held by Emerson HK. Emerson reported that it has sole voting and dispositive
 power with respect  to the 5,463,223  shares of our  common stock  described
 above.

      Emerson's beneficial ownership  excludes 300,000 shares  of our  common
 stock issuable upon exercise of options  owned by Geoffrey P. Jurick,  which
 options are exercisable within 60 days.  The shares underlying these options
 constitute approximately  3.3%  of  the total  common  stock  deemed  to  be
 outstanding. Mr. Jurick has sole voting  and dispositive power with  respect
 to  these  shares.  Mr. Jurick  is the  Chairman  of  the  Board  and  Chief
 Executive Officer of SSG.  Mr. Jurick beneficially owns approximately  45.7%
 of the issued and outstanding shares of Emerson.  In addition, Mr. Jurick is
 the Chairman of the Board, Chief Executive Officer and President of Emerson.
 As a result of the foregoing, Mr.  Jurick may be deemed to control  Emerson.
 As a result of such  control, Mr. Jurick may  be deemed to beneficially  own
 the shares of  SSG beneficially owned  by Emerson. Each  of Emerson and  Mr.
 Jurick disclaims  beneficial ownership  of the  shares of  SSG  beneficially
 owned by the other.

      Emerson's record  ownership of  4,463,223 shares  of our  common  stock
 constitues  50.1%  of  our  issued  and  outstanding  common  stock,   which
 translates into voting control.  Pursuant to the terms of the Schedule  13D,
 Emerson obtained  voting  control  through open  market  purchases.  Emerson
 reported in the Schedule 13D that Emerson HK acquired an aggregate of  2,500
 shares of our  common stock  for a total  purchase price  of $4,650  through
 ordinary open market purchases on January 31 and February 21, 2001,utilizing
 its   working capital.   Emerson  also  reported in  the Schedule  13D  that
 Emerson acquired an aggregate  of 134,694 shares of  our common stock for  a
 total purchase price of  $247,034 through a series  of ordinary open  market
 purchases in March 2001, utilizing  Emerson's working capital.

      During the past 60 days, Emerson and Emerson HK purchased an  aggregate
 of 137,194 shares of common stock on the  dates and at the prices set  forth
 below.  All  of  such  purchases  were  effected  in  ordinary  open  market
 transactions or as otherwise disclosed in the Schedule 13D.

  Transaction Date          No. of Shares       Price/Share
  ----------------          -------------       -----------

     1/31/01                        500           $ 2.100
     2/21/01                      2,000             1.800
     3/14/01                     91,694             1.850
     3/21/01                     43,000             1.800
                                -------           -------
                                137,194          $251,684

      No other person is known to us to have the right to receive or power to
 direct dividends from, or  proceeds from the sale  of, shares of our  common
 stock beneficially owned by the Emerson  and Mr. Jurick, except for  500,000
 shares of  our  common  stock  pledged  by  Emerson  to  Congress  Financial
 Corporation, Emerson's senior secured lender.

 Corporate Performance Graph

      The following graph shows a comparison of cumulative total returns  for
 us, the S&P  500 Composite  Index and  an index  of peer  companies for  the
 period  since October 1, 1996.  The comparison assumes $100 was invested  on
 March 31,  1996 in  our common  stock and  in each  of the  two indices  and
 assumes reinvestment  of dividends.   Companies  in the  peer group  are  as
 follows:  K2,  Inc. (f/k/a Anthony  Industries, Inc.),  Escalade, Inc.,  and
 Johnson  Worldwide  Associates,  Inc.   Media   General  Financial  Services
 provided the information in the graph.

      The stock  price  performance  depicted  in  the  below  graph  is  not
 necessarily   indicative  of  future   price  performance.   The   Corporate
 Performance Graph will not be deemed to be incorporated by reference in  any
 filing by Sport Supply Group under  the Securities Act or the Exchange  Act,
 except to the extent that the company specifically incorporates the graph by
 reference.

<PAGE>
                      [ PERFORMANCE GRAPH APPEARS HERE ]

<TABLE>
                    COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
                        AMONG SPORT SUPPLY GROUP, INC.,
                      S&P 500 INDEX AND PEER GROUP INDEX


                                                      FISCAL YEAR ENDING
 COMPANY/INDEX/MARKET          3/29/1996  3/31/1997  3/31/1998  3/31/1999  3/31/2000  3/30/2001
 ---------------------         ---------  ---------  ---------  ---------  ---------  ---------
 <S>                             <C>        <C>        <C>        <C>        <C>        <C>
 Sport Supply Group              100.00      81.03     128.45     112.07      82.76      19.83
 Customer Selected Stock List    100.00      94.20     100.29      44.89      43.92      50.83
 S&P Composite                   100.00     119.82     177.34     210.07     247.77     194.06
</TABLE>

                     Assumes $100 Invested on March 29, 1996
                         Assumes Dividend Reinvested
                      Fiscal Year Ending March 30, 2001



<PAGE>

 Item 13.  Certain Relationships and Related Transactions.

 Ownership by Emerson Radio Corp.

      Emerson Radio Corp. (we refer to it as "Emerson"), one of the  nation's
 largest volume  consumer  electronics  distributors,  directly  and  through
 subsidiaries, designs, sources, imports and markets  a variety of video  and
 audio consumer electronics and  microwave oven products.   Emerson has  been
 listed on the  American Stock Exchange  under the symbol  "MSN" since  1990.
 Emerson and Emerson's wholly-owned subsidiary Emerson Radio (Hong Kong) Ltd.
 own 4,463,223 shares, or  approximately 50%, of  our issued and  outstanding
 common stock.  Emerson also owns five-year warrants to acquire an additional
 1,000,000 shares  of our  common stock  at an  exercise price  of $7.50  per
 share, subject to standard anti-dilution adjustments (the "1996  Warrants").
 If all  the  1996  Warrants  are exercised  by  Emerson,  Emerson  will  own
 approximately 55% of our common stock.

      Emerson and Emerson HK have certain demand and incidental  registration
 rights with respect to the resale of the shares of Common Stock they own, as
 well as on the exercise and resale of the shares of Common Stock Emerson may
 acquire under the Warrant Agreement governing the 1996 Warrants.

      Pursuant to a  Pledge and Security  Agreement, Emerson  has pledged  to
 Congress, its  senior lender,  500,000 of  its shares  in SSG  and the  1996
 Emerson Warrants together with  all proceeds thereof  and all dividends  and
 other income  and distributions  thereon or  with  respect thereto  and  all
 rights of Emerson to have  the such shares (and  any shares of Common  Stock
 acquired through  the  exercise of  the  1996  Warrants   (as  permitted  by
 Congress) registered under the Registration Rights Agreements.

      Our Board now includes  the following people  that are associated  with
 Emerson:  (1) Geoffrey P. Jurick, who beneficially owns approximately  45.7%
 of Emerson's issued and outstanding common  stock and is Emerson's  Chairman
 and Chief Executive Officer; and (2) Peter G. Bunger, a member of  Emerson's
 Board of Directors.  Mr. Jurick is  currently our Chairman of the Board  and
 Chief Executive Officer and Mr. Bunger serves on the Compensation  Committee
 of each company.  Mr. Jurick has an employment agreement with Emerson and us
 and splits  his  time  between the  two  companies.   John  P.  Walker,  our
 President and director,  was Executive  Vice President  and Chief  Financial
 Officer of Emerson  until March 31,  2001.  Terrence  M. Babilla, our  Chief
 Operating Officer and General Counsel, also provides certain legal  services
 to Emerson.

 Management Services Agreement with Emerson Radio Corp.

      During fiscal 1997,  we entered  into a  management services  agreement
 with Emerson  in an  effort to  share  certain administrative  and  logistic
 functions   and  to  enable Emerson  and us  to  reduce  certain costs.  The
 management services  agreement  implements  a  program  whereby  we  perform
 certain services for Emerson  in exchange for a  fee.  The services  include
 human resources, banking, computer/management information systems,  payables
 management,  warehouse  services  (including  subleasing  warehouse  storage
 space), provision of office space, design services and financial  management
 services. The  management services  agreement may  be terminated  by  either
 party upon 60 day's prior notice.   During fiscal 2001, we invoiced  Emerson
 approximately $249,000 for services  provided to Emerson,  all of which  has
 been paid.  For the  same time  period,  Emerson invoiced  us  approximately
 $202,000 for services they provided to us,  all of which has been paid.  For
 more  information  about  reimbursement   of  salaries/bonuses  of   certain
 executive officers,  see  "Executive  Compensation  and  Other  Information-
 Summary Compensation Table."


                        SECTION 16(a) BENEFICIAL OWNERSHIP
                             REPORTING COMPLIANCE

      Section 16(a) of the Exchange Act  (we refer to it as "Section  16(a)")
 requires our officers and directors, and persons who own more than 10% of  a
 registered class of our equity securities  to file reports of ownership  and
 changes in ownership with the SEC.  Officers, directors and greater than 10%
 stockholders are required by certain regulations  to furnish us with  copies
 of all Section 16(a) forms they file.

      Based solely on our review of the copies of such forms received by  us,
 we believe that,  during fiscal 2001,  our officers,  directors and  greater
 than  10%  beneficial  owners  have  complied  with  all  applicable  filing
 requirements with respect to our equity securities.



                                   PART IV

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


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

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

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

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

 (c)      Exhibits.  See Index.

<PAGE>

                                  SIGNATURES


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

 Dated: June 27, 2001

                                 SPORT SUPPLY GROUP, INC.


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

      Pursuant to the requirements  of the Securities  Exchange Act of  1934,
 this report has been  signed on June  27, 2001 by  the following persons  on
 behalf of the registrant and in the capacities indicated.





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

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


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


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


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


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


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


<PAGE>
<TABLE>

                  SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
               Schedule II -- Valuation and Qualifying Accounts
 For The Six Month Period Ended March 30, 2001, The Year Ended September 29, 2000,
      and The Year Ended October 1, 1999, and The Year Ended October 2, 1998


                                                        -----------Additions---------------
                                          Balance at    Charged to  Charged to              Balance at
                                          Beginning     costs and     other                   End of
                                          of Period     expense    accounts(1)   Deductions    Period
                                          ---------      --------    ---------    --------   ---------
  <S>                                    <C>            <C>         <C>          <C>        <C>
  Allowance for Doubtful Accounts
  -------------------------------
  Six Month period ended March 30, 2001  $  836,356     $ 220,884   $        -   $ 128,112  $  929,128

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

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

  Year ended October 2, 1998             $  792,730     $       -   $    4,366   $ 428,756  $  372,340


  Inventory Allowance
  -------------------
  Six Month period ended March 30, 2001  $1,132,135     $ 150,000   $        -   $   1,431  $1,280,704

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

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

  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>

                              INDEX TO EXHIBITS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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






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

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

 10.8      Consulting and  Separation Agreement dated  as of  September 16,
           1994  by  and  between  the   Company  and  Jerry  L.  Gunderson
           (incorporated by  reference from Exhibit  10.4 to  the Company's
           Report on Form 10-K for the year ended December 31, 1996).
 10.9      Form of Severance Agreement entered into between the Company and
           each  of  Messrs.   John  P.  Walker   and  Terrence M.  Babilla
           (incorporated by  reference from Exhibits  10.2 and  10.3 to the
           Company's Report on  Form 10-Q for  the quarter  ended April 12,
           1999).

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

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

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

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

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

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

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

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

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

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

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

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

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

 10.22     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).

 10.22.1   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).

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

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

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

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

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

 10.27 (*) Employment Agreement entered into by and between the Company and
           Michael Glassman dated April 1, 2001.

 10.28 (*) Services Agreement between the Company and EJB Development dated
           March 1, 2001.


 10.29 (*) Loan and Security Agreement dated  March 27, 2001 by and between
           the Company and Congress Financial Corporation.

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

 21 (*)    Subsidiaries of the Registrant.

 23.1 (*)  Consent of Independent Auditors.


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


 ( * )   =      Filed Herewith