FORM 10-K

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


 (Mark One)

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

      For the fiscal year ended September 29, 2000.

                     OR

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

      For the transition period from              to

                        Commission File number 1-10704

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

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

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

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

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

                                                Name of each exchange on
         Title of each class                        which registered
     -----------------------------              ------------------------
     Common Stock, $ .01 Par Value              New York Stock Exchange


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

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

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

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

      The aggregate market value of the  voting stock held by  non-affiliates
 of the registrant on  December 22, 2000  based on the  closing price of  the
 common stock on the New York Stock Exchange on such date, was  approximately
 $8,000,000.

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

       Title of Each Class of Common Stock        Number Outstanding
       -----------------------------------        ------------------
           Common Stock, $.01 par value                7,279,165

                     DOCUMENTS INCORPORATED BY REFERENCE

                Document                          Part of the Form 10-K
  --------------------------------------------    ---------------------
 Proxy Statement for Annual Meeting of
 Stockholders to be held on January 26, 2001            Part III


<PAGE>
                          TABLE OF CONTENTS



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

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

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

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

       4   Submission of Matters to a Vote of Security Holders     11

 PART II

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

       6   Selected Financial Data...........................      13

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

       8   Financial Statements and Supplementary Data.......      20

       9   Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure.............      39

 PART III

      10   Directors and Executive Officers of the Registrant      40

      11   Executive Compensation............................      40

      12   Security Ownership of Certain Beneficial Owners
             and Management..................................      40

      13   Certain Relationships and Related Transactions....      40

 PART IV

      14   Exhibits, Financial Statement Schedules, and
             Reports on Form 8-K.............................      41

      15   Signatures........................................      42

      16  Index to Exhibits..................................      43

<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 our 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  recently  implemented  SAP/AS400  ERP   Information
 Technology platform.

      One of  the  most important  contributions  of  SAP 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.
<PAGE>

      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 the completion of 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 September 29, 2000,
 we had two wholly-owned subsidiaries.  We acquired substantially all of  the
 assets of Athletic  Training Equipment  Company, Inc,  ("ATEC"), a  Delaware
 corporation in December, 1997.  On September 25, 2000, we acquired the stock
 of Sport Supply Group  Asia, Ltd., a  Hong Kong corporation.   SSG Asia  was
 acquired for US  $1,267 from  Emerson Radio Corporation.   (See  Item 13  --
 "Certain Relationships and Related Transactions").

      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:

   *  Official Factory Direct Equipment Supplier of Little League Baseball --
      (see discussion below).

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

   *  MacGregor[R] -- certain equipment and accessories relating to baseball,
      softball,  basketball,  soccer,   football,  volleyball,  and   general
      exercise (e.g., dumbbells, curling bars, etc.)  (licensed from  MacMark
      Corporation - see discussion below).  See also Part I. Item 1.  -"Sales
      and Marketing" and- Item 3.  "Legal Proceedings".
<PAGE>

   *  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.
<PAGE>

   *  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 the  manufacture,  advertisement,  and sale  to  certain  institutional
 customers of  specified sports  related  equipment and  products,  including
 inflated balls for all  sports and baseball and  softball products.  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   designated  customers  throughout  the  world,  specified
 institutional 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"  and  Item  3.  --  "Legal
 Proceedings".

      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.
<PAGE>

      On December 15, 1995, we entered  into an agreement with Little  League
 Baseball, Incorporated that, among other things,  names us as the  "Official
 Factory  Direct  Equipment  Supplier  of  Little  League  Baseball".    This
 agreement is scheduled to expire on  April 15, 2001.   We have an option  to
 extend the agreement through December 31,  2001, in exchange for a fee,  but
 do not know at this time if we will extend this agreement.

      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 30 people traveling in significant  metropolitan
 sales territories, and ten internet sites. We mailed approximately 1,700,000
 million catalogs during fiscal 2000.

      We have marketing efforts directed  towards the following athletic  and
 leisure activities: Football, Baseball, Basketball, Soccer, Track and Field,
 Training  and  Fitness,   Camping,  Outdoor   Recreation,  Early   Childhood
 Development, Table Games, Playground  Recreation, Tennis and Volleyball.  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 Baseball[TM], Major League Baseball[R]
 YMCA, Hershey  Chocolate  USA,  Antigua[R],  and  Amway  Corp.  We  are  the
 "Exclusive Official  Factory  Direct  Equipment Supplier  of  Little  League
 Baseball".  This affiliation allows us direct marketing rights through April
 15, 2001 to the 7,700 chartered Little Leagues in the USA, representing more
 than 2.0  million  participants.   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.
<PAGE>

      In an effort to maximize the  performance of the catalogs and  increase
 market penetration, we have begun the process of opening "Team Hubs" in  key
 underperforming markets.  The  purpose of these hubs  is to provide a  local
 presence and allow field sales representatives to make live presentations to
 customers and potential  customers.  These  local team sales  hubs 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
 facility in California.

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

      During the past  two years, we  have made a  significant investment  in
 launching the ten 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

      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.
<PAGE>

      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 9%, 7% and  7% of our sales  in fiscal years 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  750  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.  Although  we intend to extend the expiration  date of this
 contract, no assurance can be made that it will be extended.

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

 Seasonal Factors and Backlog

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

      We had a backlog of approximately $2,329,000 at September 29, 2000  and
 $2,458,000 at October 1, 1999.
<PAGE>

 Manufacturing and Suppliers

      We manufacture, assemble and distribute many of our products from seven
 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.  Gymnastics equipment is manufactured
 at our facility  in Cerritos, California.   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.

 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.
<PAGE>

 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 November 17, 2000, we had approximately 551 full-time employees,  of
 whom 176 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.

                      EXECUTIVE OFFICERS OF THE COMPANY
                          (As of December 27, 2000)

                                                               First Fiscal
                                                               Year Became
        Name           Age      Present  Position                Officer
        ----           ---      -----------------                -------
 Geoffrey P. Jurick     59   Chairman of the Board and              1996
                             Chief Executive Officer

 John P. Walker         37   President                              1996

 Terrence M. Babilla    38   Chief Operating Officer,               1995
                             Executive Vice President, General
                             Counsel and Secretary

 Robert K. Mitchell     48   Chief Financial Officer                2000

 Douglas E. Pryor       44   Vice President, Manufacturing          1999
                             and Purchasing

 Eugene J.P. Grant      53   Vice President, Strategic              1999
                             Planning

 Kenneth A. Corby       39   Vice President, Corporate              1998
                             Development


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

 Item 2.   Properties.

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

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

 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 (such as the claim described
 below) or any significant monetary settlement, could have a material adverse
 effect on our financial condition or results of operations.

      On June  18, 1999  we filed  a lawsuit  for declaratory  relief in  the
 United States  District Court  for the  Northern District  of Texas  against
 MacMark Corporation ("MacMark") and Equilink Licensing Corp., both of  which
 are controlled by Riddell Sports, Inc. Subsequently, we added Riddell Sports
 Corp. as a  defendant.   The lawsuit  arose  out  of a  notice delivered  by
 MacMark purportedly  terminating our  rights under  our license  to use  the
 MacGregor[R] trademark.  The license was perpetual and royalty free  subject
 to certain limited termination rights.   MacMark stated in it's notice  that
 it considered there to be continuing  and material breaches  of the  license
 agreement and that  such breaches were incurable, all of  which we disputed.

      On December 21, 2000, the parties settled this lawsuit by entering into
 an Amended and Restated License Agreement.  The Amended and Restated License
 Agreement clarifies and expands many  of our rights regarding the use of the
 MacGregor trademark,  including  additional  product offerings,  use  of the
 Internet and a broader geographic scope.  The Amended  and  Restated License
 Agreement also requires  us  to  pay an annual royalty  based upon sales  of
 MacGregor branded products, with the minimum annual royalty set at $100,000.

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

      Not Applicable.
<PAGE>

                                   PART II.

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

      Our common stock,  par value  $.01 per  share (the  "Common Stock")  is
 traded on the New York Stock  Exchange, Inc. ("NYSE") under the symbol  GYM.
 The NYSE recently adopted new continued listing requirements that require  a
 listed company to  have both  $50 million  of stockholders'  equity and  $50
 million of market  capitalization.  Since  we do not  meet the NYSE's  newly
 adopted continued listing requirements, the NYSE notified us that trading of
 our common stock on the NYSE  will be suspended.   We have requested that  a
 Committee of the Board of  Directors of the NYSE  review this decision.   We
 anticipate a hearing with the NYSE on or  before January 31, 2001.  We  have
 also applied for listing of our common stock on the American Stock  Exchange
 ("AMEX").  The AMEX has declined our application because we do not meet  the
 $3.00 minimum  price requirement and because of the default  under  our bank
 agreement  (which has subsequently been favorably  resolved)  as  more fully
 described in Item 7 -- "Management's Discussion and  Analysis  of  Financial
 Condition and Results  of Operations:   Liquidity  and  Capital  Resources".
 We  have appealed the AMEX ruling and expect a hearing in  January 2001.  No
 assurance can be  made that the  NYSE will continue to list our common stock
 or that the AMEX will approve  our  application to list our shares of common
 stock.   As  of  November 8, 2000,  there  were 1,713 holders of the  Common
 Stock (including individual security position listings). The following table
 sets forth the high/low sales range for the periods indicated.

                                         Common  Stock
        Fiscal Year  Fiscal Quarter      High       Low
        -----------  --------------     ------    -----
           1999          First           9.313    5.875
                         Second         11.875    7.750
                         Third          10.750    8.750
                         Fourth         10.313    8.125

           2000          First           8.438    5.688
                         Second          8.250    5.938
                         Third           6.125    3.875
                         Fourth          4.875    2.188

      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 of  September
 29, 2000, 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.
<PAGE>

      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.

 Item 6.   Selected Financial Data (Unaudited).

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

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

                                              Fiscal   Fiscal   Fiscal    Eleven     Fiscal
                                               Year     Year    Months      Year     Months
                                              Ended    Ended    Ended      Ended     Ended
                                             Sept 29,  Oct 1,   Oct 2,    Sep 26,    Nov 1,
Statement of Earnings Data:                    2000     1999     1998    1997 (1)     1996
                                             -------   -------  -------   -------    -------
<S>                                         <C>       <C>      <C>       <C>        <C>
Net revenues                                $113,334  $107,069 $ 97,292  $ 79,109   $ 80,521
Gross profit                                  36,170    37,283   32,303    26,811     25,001
Operating profit (loss)                         (437)    8,445    7,782     4,226        (65)
Interest expense                               2,022     1,196      474       757      1,372
Other income, net                                 17        63      215        83         38
Earnings (loss) from continuing operations    (1,518)    4,623    4,964     2,576       (964)
Loss from discontinued operations (2)             --        --       --    (2,574)   (17,773)
Net earnings (loss)                         $ (1,518) $  4,623 $  4,964  $      2   $(18,737)
                                             =======   =======  =======   =======    =======
Earnings (loss) per common share and
 common equivalent share: (notes 1 and 2)
Net earnings (loss) per common share
 from continuing operations                 $  (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        $  (0.21) $   0.63 $   0.62  $   0.00   $  (2.78)
                                             =======   =======  =======   =======    =======
Net earnings (loss) per common share from
 continuing operations - assuming dilution  $  (0.21) $   0.60 $   0.60  $   0.32   $  (0.14)
Net loss per common share from discontinued
 operations - assuming dilution                 --          --       --     (0.32)     (2.63)
                                             -------   -------  -------   -------    -------
Net earnings (loss) per common share
 - assuming dilution                        $  (0.21) $   0.60 $   0.60  $   0.00   $  (2.77)
                                             =======   =======  =======   =======    =======

Weighted average common and common
 equivalent shares: (note 1)
Weighted average common shares outstanding     7,273     7,390    8,026     8,146      6,747
Weighted average common shares outstanding     7,273     7,728    8,237     8,151      6,768
 - assuming dilution
Cash dividends declared per common share          --        --       --        --         --

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

</TABLE>
<PAGE>
                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) 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.


 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
                                12 Months       12 Months         12 Months
                             Ended Sept. 29,   Ended Oct. 1,     Ended Oct. 2,
                                   2000            1999              1998
                                   ----            ----              ----
 Net revenues (in thousands)     $113,333        $107,069           $97,292
                                    100.0%          100.0%            100.0%

 Cost of sales                       68.1%           65.2%             66.8%
 Selling, general and
   administrative expenses           30.8%           26.9%             24.0%
 Internet                             1.0%             --                --
 Non-Recurring Charges                0.5%             --               1.2%

 Operating profit (loss)             (0.4%)            7.9%             8.0%



 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              $113,333,785      $107,068,508
      Gross Profit               $36,169,949       $37,282,908
      SG&A                       $34,865,452       $28,838,366
      Internet expenses           $1,136,149                --
      Non-recurring 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  $6.3 million (5.9%) 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.
<PAGE>

 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.  We expect to continue
 to  experience  a lower  gross  profit  as  a  percentage  of net revenue as
 compared to the previous year due to expected increases in bid-related, fund
 raising products and team  dealer sales, because  revenues  associated  with
 such  customer groups have lower  margins than those  we  have  historically
 experienced.

 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.
      Currently,  the  depreciation for the  SAP/AS400  is approximately $1.0
      million annually.

 (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.

 We are attempting to reduce future operating expenses by migrating customers
 to our  fully  integrated websites,  reducing  catalog and  other  marketing
 expenditures, renegotiating  certain  leases  and  contracts,  consolidating
 operations and reducing manufacturing overhead.
<PAGE>

 Internet Expense.   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.  Internet  expenses
 are expected to decrease in fiscal year 2001 because additional  significant
 enhancements are not planned.

 Non-recurring  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  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 have  increased as a result of the amendments
 to our credit agreement.   Assuming interest rates stay the same,  we expect
 interest expense  in fiscal year 2001 to be similar to fiscal year 2000.

 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.  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  asset  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 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.  The
 weighted  average shares outstanding is expected to increase  during  fiscal
 2001 as a result of the issuance of approximately 1,630,000 of our shares of
 common stock to Emerson Radio Corp on or before  January 15, 2001.  See Item
 7. - "Management's  Discussion  and  Analysis  of  Financial  Condition  and
 Results of Operations: Liquidity and Capital Resources".
<PAGE>

 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       $107,068,508       $97,291,991
             Gross Profit        $37,282,908       $32,303,198
             SG&A                $28,838,366       $23,336,972
             Net Earnings         $4,622,839        $4,964,311

 Net Revenues.   Net  revenues for  the  fiscal year  ended October  1,  1999
 ("fiscal 1999") increased by approximately $9.8 million (10.1%) 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  34.8% in  fiscal 1999  from 33.2%  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 26.9%  for fiscal  year 1999  as
 compared to 24.0%  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.
<PAGE>

 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 7.9% in fiscal 1999 from 8.0% 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  4.3% in fiscal 1999  from 5.1%  in
 fiscal 1998.  Earnings per share  before dilution from continuing operations
 increased to $0.63 per share in fiscal  1999 from $0.62 per share in  fiscal
 1998.   Fiscal  year 1999  includes  a  decrease of  approximately  6.2%  in
 weighted average shares outstanding.

 Liquidity and Capital Resources

      Our working  capital decreased  approximately $1.1  million during  the
 fiscal year ended  September 29,  2000, from  $31.9 million  at fiscal  year
 ended October 1, 1999 to $30.8 million at September 29, 2000.  The  decrease
 in working capital is  primarily a result of  an increase in trade  payables
 and a decrease in  trade receivables.  The  decrease in working capital  was
 partially offset by an increase in inventories.

      We have  a credit  agreement with  Comerica Bank-Texas  to finance  our
 working capital requirements.  The credit agreement provides for a revolving
 credit facility and a  term loan.  As  of September 29,  2000, we had  total
 borrowings under our senior credit facility of approximately $20.3  million.
 This balance included  a term  loan of  $2.5 million  and loans  outstanding
 under the revolving credit facility of  $17.8 million. The net increase from
 1999 to 2000  of approximately $260,000  in borrowings  under the  revolving
 credit facility was a result of increased working capital needs.
<PAGE>

      On September  13, 2000,  we entered  into an  amendment to  the  credit
 agreement.  Several  changes were made  to the  credit agreement,  including
 reducing the credit facility from $40 million to $27.5 million and  amending
 the fixed charge  coverage ratio.   At fiscal  year  end,  we  were  not  in
 compliance with the revised fixed charge coverage ratio and were, therefore,
 in default.

      Comerica Bank-Texas  agreed to  waive this  default and  eliminate  the
 fixed charge coverage ratio pursuant to an amendment to the credit agreement
 including, among other terms, our pay off of the  term loan  by  January 15,
 2001.  The term loan currently  has an outstanding balance of  approximately
 $2.2 million.

      On December 22,  2000, Emerson  Radio Corp.,  our largest  stockholder,
 offered to purchase 1,629,629 shares of  our common stock from us for  $1.35
 per share in cash, for a  total purchase price of  $2.2 million.  The  $1.35
 per share purchase price represented a  20% premium to the closing price  of
 our common stock on  December 22, 2000.   Emerson's offer was contingent  on
 Comerica making certain  amendments to  the senior  secured credit  facility
 before December 28,  2000, including eliminating  the fixed charge  coverage
 ratio.  Emerson agreed  to finalize this purchase  on or before January  15,
 2001.  Our Board agreed that selling additional shares to Emerson for  $1.35
 per share and using the proceeds  to pay off the term  loan was in our  best
 interests and approved Emerson's offer.  Emerson will own 4,303,329  shares,
 or approximately 48.3%, of our issued and outstanding shares as a result  of
 such purchase.  Emerson  also owns  warrants  to purchase  an  additional  1
 million shares of our common stock for $7.50 per share.

      On December  27, 2000,  we  entered into  an  amendment to  the  credit
 agreement whereby we agreed to (i) pay off the term loan by January 15, 2001
 with the proceeds  from the Emerson  transaction mentioned  above, (ii)  pay
 Comerica a $15,000 waiver fee, (iii) delete the fixed charge coverage  ratio
 and add an interest coverage ratio and  (iv)  pay Comerica  a  $250,000  fee
 if the credit facility is not refinanced by March 30, 2001.

      Based  on  Emerson's  agreement  to purchase shares of common stock for
 $2.2 million and our intent to use these proceeds to pay  off the  term loan
 by  January 15, 2001,  and  Comerica waving existing defaults and  modifying
 financial  statement  covenants,  we  have  classified  our  Comerica credit
 facility  as  long  term.   We  believe  we will  meet all of our new credit
 facility covenants at least through September 29, 2001.

      Although the maturity date on our revolving note is October 2, 2002, it
 is our intent to refinance our credit facility with a different lender prior
 to March  30, 2001.    We are  currently  negotiating proposals  from  other
 lenders.  We  do not  have a commitment  for replacing  our current  lender.
 There can be  no assurance that  such financing will  be available prior  to
 March 30, 2001 or  that, if available, such  financing will be available  on
 acceptable terms.   If  we are  able  to refinance  the credit  facility  on
 acceptable terms, then we will incur fees and expenses associated with  such
 refinancing, including  writing off  approximately $150,000  in  unamortized
 loan fees on our balance sheet.   If we are  unable to refinance the  credit
 facility on acceptable  terms, then we  will retain Comerica  as our  senior
 lender and incur a $250,000 payment obligation.

      We believe we can satisfy our short-term and long-term working  capital
 requirements to support  our current  operations for  at least  the next  12
 months from borrowings under a credit  facility (whether it is our  existing
 credit facility  or  a replacement  credit  facility) and  cash  flows  from
 operations.
<PAGE>

      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  September
 29, 2000,  the Company  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.  The
 refinancing proposals we are  currently negotiating will similarly  restrict
 stock repurchases.

      During October  1999, we  acquired certain  assets of  LAKCO, Inc.  and
 Spaulding, Inc.,  both  distributors  of sporting  goods  equipment  to  the
 institutional market.  We  have accounted for  these acquisitions  using the
 purchase method and, as  such, our results of  operations are  combined with
 the results  of  operations of  the  acquired companies  subsequent  to  the
 acquisition date.  No proforma information  is presented herein  because the
 proforma information would not materially differ from actual results.

      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;
      7. foreign supplier related issues;
<PAGE>

      The general economic condition in the U.S. could affect pricing on  raw
 materials such as metals and other commodities used in the manufacturing  of
 certain products as well as finished goods.  Any material price increases to
 the customer  could  have  an  adverse effect  on  revenues  and  any  price
 increases from vendors could have an adverse effect on our costs.

      Approximately 9% of our  fiscal year 2000 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.    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 may be adversely affected.

      Paper and postage  are significant components  of our operating  costs.
 Paper  stock  represents  the  largest  element  of  the  cost  of   printed
 merchandise.   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.
<PAGE>

      The institutional market  for sporting  goods and  leisure products  is
 highly competitive  and there  are no  significant  barriers to  enter  this
 market.  The recent growth in this  market has encouraged the entry of  many
 new competitors as well as increased competition from established companies.
 We are facing significant competitors and new 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 not experienced abnormal increases in losses  associated
 with accounts receivable; however, we have  experienced an increase in  days
 sales outstanding.  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 2001  at the same level  as at the end  of
 fiscal year 2000, 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.
<PAGE>

 Item 8.   Financial Statements and Supplementary Data.

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

 Report of Independent Auditors                                      21

 Consolidated Balance Sheets as of September 29, 2000 and
   October 1, 1999                                                   22

 Consolidated Statements of Operations for the Years Ended
   September 29, 2000, October 1, 1999 and October 2, 1998           23

 Consolidated Statements of Stockholders' Equity for the Years
   Ended September 29, 2000, October 1, 1999 and October 2, 1998     24

 Consolidated Statements of Cash Flows for the Years Ended
   September 29, 2000, October 1, 1999, and October 2, 1998          25

 Notes to Consolidated Financial Statements                          26

 Supplemental Financial Information (Unaudited)                      38


 Financial statement schedules  are omitted  as the  required  information is
 presented in the consolidated financial statements  or the notes  thereto or
 is not necessary.

<PAGE>


                        REPORT OF INDEPENDENT AUDITORS

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

      We have audited the accompanying  consolidated balance sheets of  Sport
 Supply Group, Inc. and subsidiaries as of September 29, 2000 and October  1,
 1999, and the related  consolidated statements of operations,  stockholders'
 equity, and  cash flows for each  of the three  fiscal years  in the  period
 ended September 29, 2000.  These financial statements are the responsibility
 of the Company's management.  Our responsibility is to express an opinion on
 these financial statements based on our audits.

      We conducted our audits in accordance with 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 September  29,
 2000 and October 1, 1999, and  the consolidated results of their  operations
 and  their  cash flows  for  each  of the  three fiscal years  in the period
 ended September 29, 2000 in conformity with  accounting principles generally
 accepted in the United States.


                                 ERNST & YOUNG LLP

 Dallas, Texas
 November 20, 2000
 except for Note 3, as to which the date is
 December 27, 2000

<PAGE>
<TABLE>

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

                                                    September 29,  October 1,
                                                         2000        1999
                                                      ----------   ----------
<S>                                                  <C>          <C>
 CURRENT ASSETS :
   Cash and equivalents                              $   112,017  $   201,911
   Accounts receivable:
     Trade, less allowance for doubtful accounts
     of $836,000 at Sept. 29, 2000 and $465,000
     at Oct. 1, 1999                                  21,699,695   22,926,169
     Other                                               727,830      975,956
   Inventories, net                                   19,853,059   18,509,262
   Other current assets                                1,152,639      911,972
   Deferred tax assets                                 1,341,203    1,062,188
                                                      ----------   ----------
     Total current assets                             44,886,443   44,587,458
                                                      ----------   ----------
 DEFERRED CATALOG EXPENSES                             1,552,838    2,078,262

 PROPERTY, PLANT AND EQUIPMENT :
   Land                                                    8,663        8,663
   Buildings                                           1,605,102    1,605,102
   Computer equipment and software                    11,589,567   10,038,530
   Machinery and equipment                             6,402,708    6,192,272
   Furniture and fixtures                              1,521,374    1,286,745
   Leasehold improvements                              2,425,562    2,368,439
                                                      ----------   ----------
                                                      23,552,976   21,499,751
   Less--Accumulated depreciation and amortization   (11,131,183)  (8,889,925)
                                                      ----------   ----------
                                                      12,421,793   12,609,826
                                                      ----------   ----------
 DEFERRED TAX ASSETS                                   2,866,910    2,101,239

 COST IN EXCESS OF TANGIBLE NET ASSETS ACQUIRED,
   less accumulated amortization of $1,745,000 at
   Sept. 29, 2000 and $1,464,000 at Oct. 1, 1999       7,867,222    7,937,809
 TRADEMARKS, less accumulated amortization of
   $1,547,000 at Sept. 29, 2000 and $1,339,000
   at Oct. 1, 1999                                     3,235,996    3,079,010
 OTHER ASSETS, less accumulated amortization
   of $451,000 at Sept. 29, 2000 and $1,058,000
   at Oct. 1, 1999                                       855,613      855,375
                                                      ----------   ----------
                                                     $73,686,815  $73,248,979
                                                      ==========   ==========
<PAGE>

 CURRENT LIABILITIES :
   Accounts payable                                  $ 9,871,068  $ 7,975,509
   Other accrued liabilities                           2,604,680    2,328,549
   Notes payable and capital lease obligations,
     current portion                                   1,639,458    2,410,839
                                                      ----------   ----------
       Total current liabilities                      14,115,206   12,714,897

 NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS,
   net of current portion                             19,034,345   18,425,925

 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, 9,350,731 and 9,333,241 shares
     issued at Sept. 29, 2000 and Oct. 1, 1999,
     7,275,949 and 7,273,899 shares outstanding at
     Sept. 29, 2000 and Oct. 1, 1999, respectively        93,507       93,332
  Additional paid-in capital                          59,785,587   59,743,384
  Accumulated deficit                                 (1,639,813)    (122,207)
  Treasury stock, at cost, 2,074,782 shares at Sept.
    29, 2000 and 2,059,342 shares at Oct. 1, 1999    (17,702,017) (17,606,352)
                                                      ----------   ----------
                                                      40,537,264   42,108,157
                                                      ----------   ----------
                                                     $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 Years Ended September 29, 2000, October 1, 1999, and October 2, 1998


                                   ------------   ------------   -----------
                                        2000           1999          1998
                                   ------------   ------------   -----------
 <S>                              <C>            <C>            <C>
 Net revenues                     $ 113,333,785  $ 107,068,508  $ 97,291,991

 Cost of sales                       77,163,836     69,785,600    64,988,793
                                   ------------   ------------   -----------
 Gross profit                        36,169,949     37,282,908    32,303,198

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

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

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

 Income tax provision (benefit)        (923,885)     2,688,329     2,559,082
                                   ------------   ------------   -----------
 Net earnings (loss)              $  (1,517,606) $   4,622,839  $  4,964,311
                                   =============  ============   ===========
 Earnings (loss) per share:

 Net earnings (loss) - basic      $       (0.21) $        0.63  $       0.62
                                   ------------   ------------   -----------
 Net earnings (loss) - diluted    $       (0.21) $        0.60  $       0.60
                                   ------------   ------------   -----------
 Weighted average number of
    common shares outstanding
    - basic                           7,272,570      7,390,274     8,025,606
                                   =============  ============   ===========
 Weighted average number of
    common shares outstanding
    - diluted                         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 Year Ended September 29, 2000, The Year Ended October 1, 1999,
                          The Year Ended October 2, 1998


                                                          Additional    Retained
                                        Common Stock        Paid in    Earnings or       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
                                     =========   =======   ==========   ==========   =========   ===========    ==========

 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 Years Ended September 29, 2000, October 1, 1999, and October 2, 1998


<CAPTION>
                                                           2000         1999         1998
                                                        ----------   ----------   ----------
<S>                                                    <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES :
  Net earnings (loss)                                  $(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                        2,855,172    2,072,117    1,390,178
    Provision for (recovery of) allowances for
      accounts receivable                                  319,025      411,512     (428,756)
    Changes in assets and liabilities:
      (Increase) decrease in accounts receivable         1,902,706   (6,602,602)     346,687
      (Increase) decrease in inventories                  (565,986)  (3,039,248)  (1,041,239)
      (Increase) decrease in deferred catalog expenses
        and other current assets                           284,757       57,542   (1,125,628)
      Increase (decrease) in accounts payable            1,161,798      602,636    1,221,250
      (Increase) decrease in deferred taxes               (279,015)    (157,870)   1,165,360
      Increase (decrease) in accrued liabilities           170,301   (1,012,097)    (688,080)
      (Increase) decrease in other assets                 (284,426)     132,638      (29,294)
      (Increase) decrease in noncurrent deferred
       tax assets                                         (765,671)   2,557,950    1,179,706
      Other                                                      -            -      (22,091)
                                                        ----------   ----------   ----------
  Net cash provided by (used in) operating activites     3,281,055     (354,583)   6,932,404
                                                        ----------   ----------   ----------

CASH FLOWS FROM INVESTING ACTIVITIES :
  Acquisitions of property, plant & equipment           (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   (2,879,701) (10,674,568)  (4,455,777)
                                                        ----------   ----------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES :
  Proceeds from issuances of notes payable               2,205,620   21,099,089    2,916,984
  Payments of notes payable and capital
    lease obligation                                    (2,643,581)  (7,211,099)  (2,217,006)
  Proceeds from common stock issuances                      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     (491,248)  10,195,596   (2,043,940)
                                                        ----------   ----------   ----------
NET CHANGE IN CASH AND EQUIVALENTS                         (89,894)    (833,555)     432,687

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

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION :

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

The Company 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>
<PAGE>

                  SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              September 29, 2000

 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.  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  ("SSGA"),
 a  Hong  Kong  corporation.   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 2000 presentation.
<PAGE>

 Inventories

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


 Inventory Data:                      Sept. 29, 2000         Oct. 1, 1999
                                        -----------           -----------
 Raw materials                         $  3,300,001          $  3,209,581
 Work-in-process                            536,550               435,904
 Finished and purchased goods            17,148,643            15,928,680
                                        -----------           -----------
 Inventory, Gross                        20,985,194            19,574,165
 Less inventory allowance for
   obsolete or slow moving items         (1,132,135)           (1,064,903)
                                        -----------           -----------
 Inventory, Net                        $ 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  September 29, 2000  and  October 1, 1999,  approximately
 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
 31% and 36% of total net revenues in fiscal 2000 and 1999, respectively.

 Advertising and Deferred Catalog Expenses

      We expense the production costs of advertising as incurred, except  for
 production costs related  to direct-response  advertising activities,  which
 are capitalized.  Direct response advertising consists primarily of catalogs
 that include  order forms  for our  products.   Production costs,  primarily
 printing  and postage,  associated with  catalogs  are  amortized using  the
 straight-line method over twelve  months which approximates average usage of
 the catalogs produced.  Our advertising expenses for  the fiscal years ended
 September 29, 2000, October 1, 1999 and October  2, 1998  were approximately
 $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 over  the remaining estimated useful  life
 of the assets.
<PAGE>

 Property, Plant, and Equipment

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

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

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

 Intangible Assets

      Cost in excess of tangible 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 tangible net          Principally thirty
             assets acquired                         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 September 29,
 2000.

      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).
<PAGE>

 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 were required  to adopt  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.

 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).
<PAGE>
<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
                                        =========


          Stock Options Outstanding                  Stock Options Exercisable
           as of  Sept 29, 2000                         as of Sept. 29, 2000
 --------------------------------------------------     --------------------
                             Wtd. Avg.    Wtd. Avg.                Wtd. Avg.
     Range of                 Remaining   Exercise                 Exercise
 Exercise Prices    Shares      Life       Price        Shares       Price
 ---------------  ---------   ---------    ------       -------      -----
 <S>              <C>         <C>          <C>          <C>          <C>
 $6.125 - $9.44     927,866   7.1 years    $7.64        875,781      $7.46
</TABLE>

      All options granted under the stock option plan during the fiscal years
 ended on September 29, 2000, October 1, 1999, October 2, 1998 and the eleven
 month period ended on September 26, 1997 were at exercise prices equal to or
 greater than the fair market value of our stock on the date of the grant. On
 January 23, 1997, certain officers' options were repriced to $7.50 which was
 above the current fair market value.

      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.  There are  currently options  to
 acquire 100,000 shares of common stock for $6.88 per share that were  issued
 outside the plan.  These options are scheduled to expire on May 3, 2001.
<PAGE>

      As of  September 29,  2000, there  were a  total of  1,027,866  options
 (including non-plan options) outstanding  with exercise prices ranging  from
 $6.125 per share to $9.44 per share.   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 5.93%,  5.63%  and 5.34%  in  2000, 1999  and  1998
 respectively; (ii.)  dividend yield  of 0%  for all  years; (iii.)  expected
 volatility of 49%,  30% and 25%  in 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 2000,  1999
 and 1998 are $2.41, $2.34 and $1.81, respectively.

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


                                For the Fiscal  For the Fiscal   For the Fiscal
                                  Year Ended      Year Ended       Year Ended
                                Sept. 29, 2000   Oct, 1, 1999     Oct. 2, 1998
                                --------------   ------------     ------------
 Net income (loss):
    As reported                  $(1,517,606)       $4,622,839      $4,964,311
    Pro forma                    $(1,988,647)       $4,119,255      $4,526,870

 Earnings (loss) per share:
    As reported                       $(0.21)            $0.63           $0.62

    As reported - with dilution       $(0.21)            $0.60           $0.60

    Pro forma earnings (loss)         $(0.27)            $0.56           $0.56

    Pro forma dilutive                $(0.27)            $0.53           $0.53


 Dividends

      During January 1996, we terminated our annual cash dividend policy.

<PAGE>
 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
 are scheduled to 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 September 29, 2000, 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      For the       For the
                                         Fiscal Year  Fiscal Year   Fiscal Year
                                            Ended        Ended         Ended
                                          Sept. 29,     Oct. 1,       Oct. 2,
                                            2000          1999         1998
                                         ----------     ---------    ---------
 <S>                                    <C>            <C>          <C>
 Numerator:
 ----------
 Net earnings (loss)                    $(1,517,606)   $4,622,839   $4,964,311
                                         ==========     =========    =========
 Denominator:
 -----------
 Weighted average shares outstanding      7,272,570     7,390,274    8,025,606

 Effect of dilutive securities:
      Warrants                                    0       148,577       94,884
      Employee stock options                      0       188,926      116,040
                                         ----------     ---------    ---------
 Adjusted weighted average shares
   and assumed conversions                7,272,570     7,727,777    8,236,530
                                         ==========     =========    =========
 Per Share Calculations:
 ----------------------
 Basic earnings (loss) per share             $(0.21)        $0.63        $0.62
                                         ==========     =========    =========
 Diluted earnings (loss) per share           $(0.21)        $0.60        $0.60
                                         ==========     =========    =========
 Securities excluded from weighted
   average shares diluted because their
   effect would be antidilutive           2,027,866             0        6,250
</TABLE>
<PAGE>

 3.   NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS:

<TABLE>
      As of fiscal years ended September 29, 2000 and October 1, 1999,  notes
 payable and capital lease obligations consisted of the following:

                                                        2000           1999
                                                     ----------     ----------
 <S>                                                <C>            <C>
 Note payable under revolving line of credit,
   interest ranging from prime minus 0.25% to
   prime plus 1.0% (8.53% - 10.50% at Sept. 29,
   2000, and 7.75% at Oct. 1, 1999) due Oct. 2,
   2002 and collateralized by substantially
   all assets.                                      $17,804,126    $11,044,264

 Term loan, interest at prime plus 2% (11.50%) at
   Sept. 29, 2000 and 7.13% at Oct. 1, 1999) ,
   payable in monthly installments of $125,000
   plus accrued interest through Oct. 2, 2002 and
   collateralized by substantially all assets.        2,500,000      9,000,000

 Promissory note, interest at 7.75%, payable in
   monthly installments of $29,167 plus accrued
   interest through February 2001.                       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        230,311

 Other                                                   94,425         95,522
                                                     ----------     ----------
      Total                                          20,673,803     20,836,764

 Less - current portion                              (1,639,458)    (2,410,839)
                                                     ----------     ----------
 Long-term debt and capital lease obligations, net  $19,034,345    $18,425,925
                                                     ==========     ==========
</TABLE>


 Credit Facilities

      We have  a credit  agreement with  Comerica Bank-Texas  to finance  our
 working capital requirements.  The credit agreement provides for a revolving
 credit facility and a  term loan.  As  of September 29,  2000, we had  total
 borrowings under our senior credit facility of approximately $20.3  million.
 This balance included  a term  loan of  $2.5 million  and loans  outstanding
 under the revolving credit facility of $17.8 million.
<PAGE>

      On September  13, 2000,  we entered  into an  amendment to  the  credit
 agreement.  Several  changes were made  to the  credit agreement,  including
 reducing the credit facility from $40 million to $27.5 million and  amending
 the fixed charge  coverage ratio to  provide that we  were not permitted  to
 have a  fixed  charge coverage  ratio  less than  .95  to 1.00  in  any  two
 consecutive months.  Our  fixed charge coverage ratio  was less than .95  to
 1.00 at the end of September 2000.  Consequently, we were in default.

      Comerica Bank-Texas  agreed to  waive this  default and  eliminate  the
 fixed charge coverage ratio pursuant to an amendment to the credit agreement
 including, among other terms, the  pay off of the  term loan by  January 15,
 2001.  The term loan currently  has an outstanding balance of  approximately
 $2.2 million.

      On December 22,  2000, Emerson  Radio Corp.,  our largest  stockholder,
 offered to purchase 1,629,629 shares of  our common stock from us for  $1.35
 per share in cash, for a  total purchase price of  $2.2 million.  The  $1.35
 per share purchase price represented a  20% premium to the closing price  of
 our common stock on  December 22, 2000.   Emerson's offer was contingent  on
 Comerica making certain  amendments to  the senior  secured credit  facility
 before December 28,  2000, including eliminating  the fixed charge  coverage
 ratio.  Emerson agreed  to finalize this purchase  on or before January  15,
 2001.  Our Board agreed that selling additional shares to Emerson for  $1.35
 per share and using the proceeds  to pay off the term  loan was in our  best
 interests and approved Emerson's offer.  Emerson will own 4,303,329  shares,
 or approximately 48.3%, of our issued and outstanding shares as a result  of
 such purchase.  Emerson  also owns  warrants  to purchase  an  additional  1
 million shares of our common stock for $7.50 per share.

      On December  27, 2000,  we  entered into  an  amendment to  the  credit
 agreement whereby we agreed to (i) pay off the term loan by January 15, 2001
 with the proceeds  from the Emerson  transaction mentioned  above, (ii)  pay
 Comerica a $15,000 waiver fee, (iii) delete the fixed charge coverage  ratio
 and add an interest coverage ratio and (iv) agree to pay Comerica a $250,000
 fee  if the credit facility is not refinanced by March 30, 2001.  We believe
 we will meet all future  terms  and  conditions, including covenants, of our
 credit facility through the end of fiscal 2001.

      Although the maturity date on our revolving note is October 2, 2002, it
 is our intent to refinance our credit facility with a different lender prior
 to March  30, 2001.    We are  currently  negotiating proposals  from  other
 lenders.  We  do not  have a commitment  for replacing  our current  lender.
 There can be  no assurance that  such financing will  be available prior  to
 March 30, 2001 or  that, if available, such  financing will be available  on
 acceptable terms.   If  we are  able  to refinance  the credit  facility  on
 acceptable terms, then we will incur fees and expenses associated with  such
 refinancing, including  writing off  approximately $150,000  in  unamortized
 loan fees on our balance sheet.   If we are  unable to refinance the  credit
 facility on acceptable  terms, then we  will retain Comerica  as our  senior
 lender and incur a $250,000 payment obligation.

      Based  on  Emerson's  agreement  to purchase shares of common stock for
 $2.2 million and our intent to use these proceeds to pay  off the  term loan
 by  January 15, 2001,  and  Comerica waving existing defaults and  modifying
 financial  statement  covenants,  we  have  classified  our  Comerica credit
 facility  as  long  term.   We  believe  we will  meet all of our new credit
 facility covenants at least through September 29, 2001.
<PAGE>

      Maturities of our  capital lease obligations  and borrowings under  the
 senior credit facility as of September 29,  2000, by fiscal year and in  the
 aggregate, are as follows:

           2001                            $ 1,639,458
           2002                              1,065,461
           2003                             17,871,436
           2004                                 72,246
           2005                                 25,202
           Thereafter                                0
                                            ----------
             Total                          20,673,803
           Less Current Portion             (1,639,458)
                                            ----------
             Total Long term Portion       $19,034,345
                                            ==========

       As of September 29, 2000 the carrying value of our long term debt
       approximates its fair value.


 4.   INCOME TAXES:

      As of the fiscal  years ended September 29,  2000 and October 1,  1999,
 the components  of  the net  deferred  tax  assets and  liabilities  are  as
 follows:
                                              2000            1999
                                           ---------       ---------
 Current deferred tax assets
   (liabilities):
      Allowances for doubtful accounts    $  389,000      $  239,696
      Inventories                            897,767         817,890
      Other accrued liabilities               54,436           4,602
                                           ---------       ---------
       Total                              $1,341,203      $1,062,188
                                           =========       =========
 Noncurrent deferred tax assets
   (liabilities):
      Cost in excess of tangible net      $ (218,807)     $ (216,222)
        assets acquired
      Other intangible assets             (2,892,670)     (2,687,228)
      Net operating loss carryforward      5,492,151       4,504,802
      Minimum tax credit carryforward        486,236         499,887
                                           ---------       ---------
      Total                               $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 deferred  tax  asset  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.
<PAGE>

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

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

      The  provision  (benefit)  for  income  taxes  related  to   continuing
 operations in the accompanying statements of operations for the fiscal years
 ended September 29, 2000, October 1,  1999 and October 2, 1998, differ  from
 the statutory federal rate as follows:

                                       2000           1999          1998
                                     --------      ---------     ---------
  Income tax provision (benefit)
    at statutory federal rate       $(830,107)    $2,485,797    $2,557,954
  State income taxes, net
    of federal effect                 (75,865)       124,964            --
  Other                               (17,913)        77,568         1,128
                                     --------      ---------     ---------
  Total provision (benefit)
    for Income taxes                $(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  Sports 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  fiscal years ended September 29, 2000,  October
 1, 1999, and October 2, 1998.
<PAGE>

      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:

                 2001                   $1,970,732
                 2002                    1,745,807
                 2003                    1,578,912
                 2004                    1,460,689
                 2005                      305,372
                                         ---------
                      Total             $7,061,512
                                         =========

      Rent expense was  approximately $1,935,000,  $1,815,000 and  $1,645,000
 for fiscal years 2000, 1999 and 1998, respectively.

 Severance Agreements

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

 Product Liability and Other Claims

      Because of the nature of 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".
<PAGE>

      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 Income Statement.


 8.   EMPLOYEES' SAVINGS PLAN AND EMPLOYEE STOCK PURCHASE 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 will be 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  fiscal
 years ended  September 29, 2000,  October 1, 1999  and  October 2, 1998 were
 approximately  $89,000,  $84,000  and  $78,000  respectively.   We  pay  all
 administrative expenses of the 401(k) Plan.

      Effective July 1, 1997, we established an Employee Stock Purchase  Plan
 for the benefit of eligible employees.  All  eligible employees are  allowed
 to purchase shares of  SSG Common Stock  at a 15%  discount from the  market
 price.

<PAGE>

  9.  UNAUDITED QUARTERLY STATEMENT OF OPERATIONS

<TABLE>
      The following  table  sets  forth  certain  information  regarding  our
 results of operations for  each full quarter within  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.

                               2000  Fiscal  Year                            1999  Fiscal  Year
                   -------------------------------------------    -------------------------------------------
 Statement  of                1st      2nd      3rd     4th                 1st       2nd      3rd       4th
 Earnings Data:      Year     Qtr      Qtr      Qtr     Qtr        Year     Qtr       Qtr      Qtr     Qtr(1)
                   -------   ------   ------   ------   ------   -------   ------    ------   ------   ------
 <S>              <C>       <C>      <C>      <C>      <C>      <C>       <C>       <C>      <C>      <C>
 Net revenues     $113,334  $19,035  $34,794  $29,045  $30,460  $107,069  $14,870   $35,476  $26,310  $30,412
 Gross profit       36,170    6,341   11,514    9,400    8,915    37,283    5,079    12,139   10,025   10,040
 Operating
  profit or
  (loss)(note 1)      (437)  (1,330)   2,110      (81)  (1,136)    8,445     (751)    5,172    3,179      845
 Interest
  expense            2,022      414      519      445      644     1,196      165       334      371      326
 Other income
  (expense), net        17       (6)       8       (2)      17        63       18        13       21       11

 Net earnings
  (loss)           $(1,518) $(1,107)  $1,027    $(329) $(1,108)   $4,623    $(560)   $3,020   $1,759     $404
                   -------   ------   ------   ------   ------   -------   ------    ------   ------   ------
 Net earnings
  (loss) per
  Common Share      $(0.21)  $(0.15)   $0.14   $(0.05)  $(0.15)    $0.63   $(0.07)    $0.41    $0.24    $0.06
 Net earnings
  (loss) per
  Common Share
  -assuming
  dilution          $(0.21)  $(0.15)   $0.14   $(0.05)  $(0.15)    $0.60   $(0.07)    $0.39    $0.22    $0.05

 Weighted average
  Common Shares
  outstanding        7,273    7,270    7,270    7,273    7,273     7,390    7,607     7,388    7,360    7,281
 Weighted average
  Common Shares
  outstanding
  - assuming
  dilution           7,273    7,270    7,273    7,273    7,273     7,728    7,607     7,748    7,826    7,673


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

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

      None.
<PAGE>

                                   PART III

 Item 10.  Directors and Executive Officers of the Registrant.

      See the  discussion  under the  captions  "Election of  Directors"  and
 "Executive Compensation  and  Other  Information"  contained  in  the  Proxy
 Statement for the  Annual Meeting  of Stockholders  to be  held January  26,
 2001, which information is incorporated  herein by reference, and Item 1. --
 "Business - Executive Officers of the Company".

 Item 11.  Executive Compensation.

      See the discussion under the caption "Executive Compensation and  Other
 Information" contained  in the  Proxy Statement  for the  Annual Meeting  of
 Stockholders to  be held  January 26,  2001, which  information, except  the
 Performance Graph and  the Report of  the Compensation  Committee and  Stock
 Option Committee  on  Executive  Compensation,  is  incorporated  herein  by
 reference.

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

      See the discussion  under the  caption "Security  Ownership of  Certain
 Beneficial Owners and Management" contained in  the Proxy Statement for  the
 Annual  Meeting  of  Stockholders  to  be  held  January  26,  2001,   which
 information is incorporated herein by reference.

 Item 13.  Certain Relationships and Related Transactions.

      See the discussion under the caption "Certain Relationships and Related
 Transactions" contained in  the Proxy Statement  for the  Annual Meeting  of
 Stockholders  to  be  held  on  January  26,  2001,  which  information   is
 incorporated herein by reference.


<PAGE>

                                   PART IV

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


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

 (a) (2)  Supplemental Schedule Supporting Financial Statements.  See
          Item 8.

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

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

 (c)      Exhibits.  See Index.

<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: December 27, 2000

                                 SPORT SUPPLY GROUP, INC.


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

      Pursuant to the requirements  of the Securities  Exchange Act of  1934,
 this report has been signed on December 27, 2000 by the following persons on
 behalf of the registrant and in the capacities indicated.

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

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


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

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


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


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


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

<PAGE>
                              INDEX TO EXHIBITS

 Exhibit
   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).
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 21 (*)    Subsidiaries of the Registrant

 23.1 (*)  Consent of Independent Auditors.

 27.1 (*)  Financial Data Schedule.

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


 ( * )     Filed Herewith