UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-K

  FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

 (Mark One)

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

      For the fiscal year ended March 28, 2003


                        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 Number)


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

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

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

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

 Securities registered pursuant to Section 12(g) of the Act: None


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

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

      Indicate by check mark whether the  registrant is an accelerated  filer
 (as defined in Exchange Act Rule 126-2)   Yes _______  No   X

      The aggregate market value of the  voting and non voting common  equity
 held by non-affiliates of the registrant on September 27, 2002 based on  the
 closing price of the common stock on the Over the Counter Bulletin Board  as
 of the last business day of the registrant's most recently completed  second
 quarter, was approximately $6,200,000.

      Indicated below is the number of outstanding shares of each class of
 the registrant's common stock, as of June 1, 2003.

       Title of Each Class of Common Stock        Number Outstanding
       -----------------------------------        ------------------
           Common Stock, $.01 par value            8,917,244 shares


                     DOCUMENTS INCORPORATED BY REFERENCE

               Document                               Part of the Form 10-K
 ---------------------------------------------------  ---------------------
 Proxy Statement for Annual Meeting of
 Stockholders to be held on or about August 28, 2003    Part III

<PAGE>

                          TABLE OF CONTENTS

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

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

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

       3   Legal Proceedings..................................  11

       4   Submission of Matters to a Vote of Security Holders  11

 PART II

       5   Market for Registrant's Common Equity and Related
             Stockholder Matters..............................  11

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

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

      7A   Quantitative and Qualitative Disclosure About
             Market Risk......................................  23

       8   Financial Statements and Supplementary Data........  23

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

 PART III

      10   Directors and Executive Officers of the Registrant.  41

      11   Executive Compensation.............................  41

      12   Security Ownership of Certain Beneficial Owners
             and Management and Related Stockholder Matters...  41

      13   Certain Relationships and Related Transactions.....  41

      14   Controls and Procedures............................  41

      15   Principal Accountant Fees and Services.............  41

 PART IV

      16   Exhibits, Financial Statement Schedules, and
             Reports on Form 8-K..............................  42

<PAGE>


                               PART I.

  Item 1.  Business.
           --------

      General

      Sport Supply Group, Inc. is a  direct mail marketer of sporting  goods,
 physical education, recreational and leisure  products and equipment 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,
 world-wide sourcing, and  domestic manufacturing facilities.   We  currently
 offer approximately 10,000 sports related equipment products to over 100,000
 customers.

      We believe that over  the past few years  the sales of sports  related,
 physical education, recreational and leisure  products in the United  States
 have  experienced  increased  competition  and  declining  participation  in
 traditional sports activities. Satisfying the  product and service needs  of
 the sporting goods market has increasingly shifted from in-store and on-site
 sales to printed catalogs, broadcast  and cable infomercials, home  shopping
 channels, direct  telephone marketing  and the  Internet.   This  shift  has
 allowed increased competition  and expanded product  offerings to  customers
 across the country from direct marketing companies.

      We are  positioned  to  grow our  business  because  of  our  long-term
 customer relationships, expansive product lines, our Information  Technology
 (IT) and Internet platform, our  high capacity order-taking, processing  and
 fulfillment,  our   well-developed   expertise   in   catalog   design   and
 merchandising, and our superior sourcing capabilities.

      One of the most important contributions of our IT platform is that  our
 order processing and fulfillment capabilities are integrated throughout  our
 operations, including all of  our 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   provides  more
 convenience and added flexibility for our customers, many of whom are  part-
 time coaches and volunteers who have careers and parenting responsibilities.

      We believe the majority  of our customers have  access to the  Internet
 and view placing  orders and accessing  their account  information over  the
 Internet as a  significant benefit.   While the majority  of our  customers'
 orders are received directly by telephone and through the mail, we  continue
 to experience increased e-commerce activity through our websites and believe
 that in the future an increasing 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.  In fiscal  year
 2003, orders placed over the internet  have increased from approximately  $3
 million in the prior year to approximately $5 million this year.

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

      We are a Delaware corporation incorporated in 1982. In 1988, we  became
 the successor of an  operating division of  Aurora Electronics, Inc.  (f/k/a
 BSN Corp.  and referred  to  herein as  "Aurora").   Before  completing  the
 initial public offering  of 3,500,000 shares  of our common  stock in  April
 1991, we were a wholly-owned subsidiary of Aurora. As of March 28, 2003,  we
 had two  wholly-owned  subsidiaries: Athletic  Training  Equipment  Company,
 Inc., a Delaware corporation ("ATEC") and  Sport Supply Group Asia, Ltd.,  a
 Hong Kong  corporation.  In December  1997,  our ATEC  subsidiary  purchased
 substantially all  of the  assets of  Athletic Training  Equipment  Company,
 Inc., a Nevada corporation.  On September 25, 2000, we acquired the stock of
 Sport Supply Group Asia, Ltd.,  from  Emerson Radio Corp.  (See  Item 13  --
 "Certain Relationships  and Related  Transactions"). Effective  March  2001,
 Sport Supply Group,  Inc. is a  majority-owned subsidiary  of Emerson  Radio
 Corp.

      Our executive  offices  are located  at  1901 Diplomat  Drive,  Farmers
 Branch, Texas 75234-8914 and  our telephone number is  (972) 484-9484.   Our
 Internet  website,  www.sportsupplygroup.com,  provides  certain  additional
 information about us.   Our  Forms 10-K, Forms  10-Q and  other SEC  filings
 including Forms 3, 4 and 5 are made available free of charge on our website,
 www.sportsupplygroup.com as  soon as  reasonably  practical after  they  are
 filed electronically with the SEC.

 Products

      We believe we manufacture and distribute  one of the broadest lines  of
 sporting goods, physical  education, recreational and  leisure products  and
 equipment to the institutional  market.  We offer  over 10,000 products  for
 sale. We manufacture approximately  1,000 of these  products and obtain  the
 remainder from external manufacturers.  Our  product lines include, but  are
 not limited to: archery, baseball, softball, basketball, camping,  football,
 tennis and other racquet sports,  gymnastics, indoor recreational games  and
 game tables, 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 by us.  We believe many of our trade names and trademarks are  well
 recognized among institutional customers.  We  intend to continue to  expand
 our product and brand name offerings by actively pursuing product, trademark
 and trade name  licensing arrangements  and acquisitions.   Our  trademarks,
 servicemarks,  and  trade  names  include,  but  are  not  limited  to,  the
 following:

   *  Voit[R]  --  institutional  sports   and  physical  education   related
      equipment and  products  --  (licensed from  Voit  Corporation.  -  see
      discussion below).

   *  MacGregor[R] -- certain equipment and accessories relating to baseball,
      softball,  basketball,  soccer,   football,  volleyball,  and   general
      exercise (licensed from  MacMark Corporation, a  subsidiary of  Riddell
      Sports, Inc. - see discussion below).

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

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

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

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

   *  Blastball[R] -- youth recreational baseball.

   *  BSN[R] -- sport balls.

   *  Champion Barbell-- 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 - physical education,  recreational game tables and  coaching
      equipment.

   *  GSC Sports -- gymnastics equipment.

   *  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, football equipment

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

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

   *  Toppleball[R] -- recreational ball games.

   *  U.S. Games, Inc.[R] -- physical education equipment for exercise, games
      and childhood development.

      In December 1986, we entered into  an agreement with Voit  Corporation.
 The Voit license permits us to use the Voit[R] trademark in connection  with
 manufacturing, advertising, and selling  specified sports related  equipment
 and products,  including inflated  balls for  all  sports and  baseball  and
 softball products to certain  institutional customers.   We are required  to
 pay annual royalties  under the license,  with a minimum  annual royalty  of
 $100,000. Subject to the terms of the license agreement, we are permitted to
 use the Voit[R] trademark through December 31, 2004.

      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 with MacMark, Equilink and
 Riddel relating to the  use of the MacGregor[R]  trademark, was amended  and
 restated in its entirety.   The amended and  restated license permits us  to
 manufacture,  promote,  sell,   and  distribute   to  designated   customers
 throughout the  world,  specified  sports  related  equipment  and  products
 relating to baseball,  softball, basketball,  soccer, football,  volleyball,
 and general exercise.   The amended and restated license requires us to  pay
 an annual royalty based  upon sales of  MacGregor[R] 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 Part I. Item 7. - "Risks and Uncertainties."

      On August 19, 1993, we entered into an exclusive license agreement with
 AMF Bowling, Inc. to  use the AMF[R] 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. The minimum  royalty for the  contract year  ending
 December 31, 2002 was approximately $108,000.  The estimated royalty for the
 contract year ending December 31,2003 is approximately $100,000.  Subject to
 the terms  of the  AMF license,  we are  permitted to  use the  AMF[R]  name
 through December 31, 2003.

      In 1996, we entered into an advertising and distribution agreement with
 Hershey Chocolate USA. Pursuant to this agreement, we market and  distribute
 promotional fundraising  literature  and  programs  to  our  customers,  and
 service the fundraising needs of  many nontraditional customers, subject  to
 the provisions of the agreement.   The current agreement expires on May  15,
 2004 with a two  year renewal option.   We are currently  in the process  of
 renegotiating the terms of this agreement  with Hershey.  If this  agreement
 is not revised  to our satisfaction,  we will either  exercise our right  to
 terminate this agreement early or expand our fundraising product offering to
 include other confectionery brands.

      In June 1998, we entered into an agreement with the Huffy  Corporation.
 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  minimum  royalty increases  by  a  predetermined
 percentage each  year the  license  agreement is  in  effect.   The  minimum
 royalty for the contract  year ending September  30, 2002 was  approximately
 $87,000. The estimated royalty  for the contract  year ending September  30,
 2003 is approximately $85,000.The term  of the sublicense expires  September
 30, 2003.

      We are currently in the process of conducting cost benefit analyses  of
 our Huffy[R] and AMF[R] license  agreements.  We believe  we may be able  to
 convert some of our license branded products to brands that are owned by  us
 without  sacrificing  a  loss  in  revenues.  If  we conclude  that  we  can
 successfully convert product that is currently  branded under the AMF[R]  or
 Huffy[R] name to product that is branded under  a name we own, we will  make
 such a conversion  and permit the  applicable license  agreements to  expire
 thereby reducing our royalty expenses.

      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 United States 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 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  12 different  direct  mail
 catalogs, an internal sales and customer service staff of over 75 people, an
 external sales force of over 15 people traveling in significant metropolitan
 sales territories, and 15 Internet sites.

      We have marketing efforts directed  towards the following athletic  and
 leisure activities: Football, Baseball, Softball, Basketball, Soccer,  Track
 and  Field,  Training  and  Fitness,  Camping,  Outdoor  Recreation,  Indoor
 Recreation 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],
 Wilson, Mizuno, Spalding, Port-A-Pit, Champion Barbell, Voit[R], ATEC[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 assets.

      We  also   have  licenses   and  marketing   alliances  with   national
 organizations  including,  YMCA,  Hershey  Chocolate  USA,  American   Heart
 Association and American Diabetes Association.

      During fiscal year 1999, we acquired  two team dealers.  A team  dealer
 is a local sporting goods store  that sells its products primarily to  teams
 in its  local market.   These  team dealer  acquisitions service  the  local
 institutional customers and  teams with a  full line  of athletic  products.
 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  acquired two  more local  team
 dealers: Spaulding Athletic, located in Little Rock Arkansas, and LAKCO Team
 Sports, located in Southern California.

      During fiscal  year  1998,  we  acquired  certain  assets  of  Athletic
 Training Equipment Company, Inc., a  Nevada Corporation.  ATEC  manufactures
 and markets  pitching  machines and  other  baseball and  softball  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.

      We have designed and  launched 15 Internet 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 inquiries on a  real-time
 basis, twenty-four  hours a  day, seven  days a  week.   This  functionality
 allows added convenience and flexibility for our customers.  We maintain and
 operate these websites.  Our 15 Internet sites are listed below:

      BSNsports.com           -- targets primarily middle schools, high
                                 schools, colleges, and municipalities
      LeagueDirect.com        -- targets Little League and other league sports
      US-Games.com            -- targets elementary schools and the early
                                 childhood development buyer
      ChampionBarbell.com     -- targets fitness
      BSNgsanaf.com           -- targets government entities
      NewEnglandCamp.com      -- targets camps and outdoor leisure
      Portapit.com            -- targets track and field
      eSportsonline.com       -- targets direct consumers
      ATECsports.com          -- website for ATEC
      Officialfundraising.com -- targets all customers interested in
                                 fundraising
      Flagatag.com            -- targets flag football and intramural leagues
      Blastball.com           -- targets users of our exclusive Blastball
                                 product
      ConlinSports.com        -- targets the West Coast sports customer
                                 familiar with the Conlin Sports name
      RolDri.com              -- targets dealers servicing the tennis market
      ThinkSportz             -- targets direct consumers of baseball
                                 products

      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 and  physical education  customers.   We  also
 target individual  consumers on  our esportsonline.com  and  ThinkSportz.com
 websites.

      Our  new  Associate  Program  is   a  revenue  sharing  program,   with
 independent third parties  called "associates." These  associates receive  a
 percentage of revenue generated by the  purchase of our products for  orders
 directed through the associate's  website.   More  than 1,000 entities  have
 joined the Associate Program because they can generate revenues by promoting
 a full-line  sporting  goods  store on  their  website  without  taking  any
 inventory or  credit  risk.   Typically,  the  Associate  Agreement  may  be
 terminated by either party upon 30 days notice.

 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.
 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.  We believe our customer base in the United States is the largest in
 the institutional direct mail market for sports related equipment.

      Approximately 8%, 8%, 7%, and 9% of our sales in the fiscal years 2003,
 2002, 2001, and 2000,  respectively, were to agencies  of 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, 2006. Under the GSA Contract, we agree to sell
 approximately  385  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 sell products to United States Government customers from a  NAF
 (Non-Appropriated Funds) contract.  Our entire  product line is included  on
 this contract  and  offers  pricing  to  the  United  States  Government  at
 discounted prices  that are  consistent with  any discount  provided to  our
 other customers.  This contract  is administered  by the  United States  Air
 Force and is scheduled to expire on September 30, 2003.

      Not withstanding the foregoing, no material portion of our business  is
 subject  to  renegotiation  of  profits  or  termination  of  contracts   or
 subcontracts at the election of the Government.

 Seasonal Factors and Backlog

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

      We had  a  backlog  of approximately  $2,936,000  at  March  28,  2003,
 $2,015,000 at March 29, 2002, $2,638,000  at March 30, 2001, and  $2,329,000
 at September 29, 2000.

 Manufacturing and Suppliers

      We manufacture, assemble and distribute many of our products from  four
 of our facilities.  See Item 2.  -- "Properties" for details. Several  vinyl
 and netting products are manufactured in  our two Anniston, Alabama  plants.
 Baseball and softball  pitching machines are  manufactured and assembled  at
 our ATEC  subsidiary  in  Sparks,  Nevada.   Items  of  steel  and  aluminum
 construction, such as  soccer, football  and baseball  field equipment,  are
 principally manufactured at our facilities in Farmers Branch, Texas.

      Most of our manufactured products  are standardized.  Certain  products
 manufactured by us are custom-made (such  as tumbling mats ordered in  color
 or  size  specifications).  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,
 and steel and aluminum tubing.

      We are now outsourcing many of the products previously manufactured  by
 us, including products such as game tables and fitness equipment.   Products
 have been outsourced to both domestic and international vendors.  In  fiscal
 year 2003, we  opened a  sourcing office in  Hong Kong.   We  now have  more
 control  of  our   sourcing  through  direct   negotiation  of  terms   with
 manufacturers, conducting  on-site quality  control  and a  local  presence.
 Outsourcing these products has enabled us  to (i.) reduce our cost of  goods
 in many of these  products, (ii.) reduce  our manufacturing facility  costs,
 (iii.) reduce many  selling prices to  our customers and  (iv.) improve  our
 remaining manufacturing efficiencies by  focusing on longer production  runs
 of fewer products.   Outsourcing these  products also requires  us to  carry
 more inventory  due to  the longer  lead times  from overseas.   We  believe
 selling products to  our customers at  more competitive prices  will have  a
 positive impact on our revenue base.

      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  available  from
 other sources.  We  purchase most of our  finished product in United  States
 dollars and  are, therefore,  not subject  to direct  foreign exchange  rate
 differences.  See Part II.  Item  7.  - Management Discussion and Analysis -
 Certain Factors that May Affect the  Company's Business or Future  Operating
 Results".

 Competition

      We compete in the institutional sporting goods market principally  with
 local sporting goods  dealers, retail  sporting goods  stores, other  direct
 mail catalog marketers and providers of sporting goods on the Internet.   We
 have  identified  approximately  15  other  direct  marketing  and  internet
 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, customer base 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 expansive product lines and  availability
 of goods we source enable us to respond more rapidly to customer demand.  We
 believe our direct  mail competitors  operate primarily  as wholesalers  and
 distributors.

 Government Regulation

      Many of our products are subject to 15 U.S.C.A. SS 2051-2084 (1998  and
 Supp. 2002), among other  laws, which empowers  the Consumer Product  Safety
 Commission (the "CPSC") to protect  consumers from hazardous sporting  goods
 and other articles.  The CPSC has  the authority to exclude from the  market
 certain  articles  that  are  found  to  be  hazardous  and  can  require  a
 manufacturer to  refund  the  purchase price  of  products  that  present  a
 substantial  product  hazard.  CPSC  determinations  are  subject  to  court
 review.  Similar laws exist in some states and cities in the United States.

 Product Liability and Insurance

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

      In recent  years,  product liability  insurance  has become  much  more
 expensive, more restrictive and more difficult  to obtain.  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 April 30,  2003, we had  approximately 340  full-time employees,  of
 whom approximately 65  were involved in  our manufacturing  operations.   We
 also hire part-time and  temporary employees during peak  seasons.  None  of
 our employees are represented by unions,  and we believe our relations  with
 employees are good.

 Directors and Executive Officers
                                                                 Year First
                                                                   Became
                                                                 Director or
          Name        Age              Position                    Officer
          ----        ---              --------                    -------

 Geoffrey P. Jurick    62  Chairman of the Board and Chief           1996
                           Executive Officer

 John P. Walker        40  President and Director                    1996

 Terrence M. Babilla   41  Chief Operating Officer, Executive        1995
                           Vice President, General Counsel and
                           Secretary

 Robert K. Mitchell    51  Chief Financial Officer                   1999

 Thomas P. Treichler   59  Director                                  1997

 Peter G. Bunger       63  Director                                  1996

 Carl D. Harnick       68  Director                                  2003



 Item 2.   Properties.
           ----------

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

                               Approximate
                                 Square                     Lease Expires
   Facility Purpose              Footage     Location        or is Owned
   ----------------              -------     --------       --------------
 Manufacturing and corporate     135,000     Farmers        December, 2004
   headquarters (1)                          Branch, TX
 Warehouse and fulfillment       181,000     Farmers        December, 2004
   processing (2)                            Branch, TX
 Warehouse                        31,000     Farmers        December, 2003
                                             Branch, TX
 Manufacturing                    62,500     Sparks, NV     December, 2006
 Manufacturing                    35,000     Anniston, AL       Owned
 Manufacturing                    45,000     Anniston, AL       Owned

 (1) Approximately 40,000 square feet are utilized by Emerson Radio Corp.
 (2) Approximately 35,000 square feet are utilized by Emerson Radio Corp.

      We believe the facilities  used in our  operations are in  satisfactory
 condition and adequate  for our present  and anticipated future  operations.
 However, we are  currently reviewing  the possibility  of consolidating  the
 facilities located in Farmers Branch into one facility in 2004.  The purpose
 of  the  consolidation  would  be  to  improve efficiencies,  take advantage
 of economies of  scale  and  reduce  property  taxes.  In  addition  to  the
 facilities listed above, we lease space  in various locations primarily  for
 use as sales offices.


 Item 3.   Legal Proceedings.
           -----------------

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


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

      No matter was submitted  by us to a  vote of security holders,  through
 the solicitation of proxies or otherwise,  during the fourth quarter of  the
 fiscal year covered by this report.



                                   PART II.

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

 Trading Price Range and Dividends

      Our common stock,  par value $.01  per share, (the  "Common Stock")  is
 quoted on the Over-the-counter Bulletin Board under the symbol SSPY.  As  of
 April 30, 2003,  there were  1,122 holders  of the  Common Stock  (including
 individual security position listings).  The following table sets forth  the
 high and low sales range for the periods indicated.  During 2001, we changed
 our financial reporting year end from September 30 to March 31.   Therefore,
 the fiscal year ended  March 30, 2001 is  a transition period consisting  of
 six calendar  months.   Over-the-counter  market quotations  reflect  inter-
 dealer prices, without retail mark-up, mark-down  or commission and may  not
 necessarily represent actual transactions.

                                                    Common Stock
        Fiscal Year       Fiscal Quarter            High     Low
        -----------       ---------------          ------  ------
           2000           Ended December            8.438   5.688
                          Ended March               8.250   5.938
                          Ended June                6.125   3.875
                          Ended September           4.875   2.188

           2001           Ended December            2.938   0.750
                          Ended March               2.375   1.063

           2002           Ended June                1.500   1.270
                          Ended September           1.350   0.760
                          Ended December            1.250   0.850
                          Ended March               1.100   0.960

           2003           Ended June                1.300   1.070
                          Ended September           1.600   1.280
                          Ended December            1.750   1.400
                          Ended March               2.100   1.550

      We have not declared dividends in the past three fiscal years. Pursuant
 to  the  Loan  and  Security  Agreement  we  have  with  Congress  Financial
 Corporation, we  are  restricted  from paying  cash  dividends  without  the
 lender's prior consent.   We  do not  intend to  pay cash  dividends in  the
 foreseeable future.

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

 Securities Authorized for Issuance under Equity Compensation Plans

      The  following  table  sets  forth  information  regarding  our  equity
 compensation plans as  of March  29, 2002. See  Note 2  to the  Consolidated
 Financial Statements for further information.


 ----------------------------------------------------------------------------
                        Number of                             Number of
                     securities to be       Weighted          securities
                       issued upon          average           remaining
                       exercise of       exercise price      available for
                       outstanding       of outstanding     future issuance
                    options, warrants   options, warrants     under equity
                       and rights          and rights      compensation plans
                           (a)                (b)                (c)
 ----------------------------------------------------------------------------
 Equity compensation
 plans approved by
 security holders        308,442             $6.695            1,244,349
 ----------------------------------------------------------------------------


 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      Six       Fiscal     Fiscal     Fiscal
                                                Year       Year      Months      Year       Year       Year
                                               Ended      Ended      Ended      Ended      Ended      Ended
                                              March 28, March 29,   March 30,  Sept 29,    Oct 1,     Oct 2,
 Statement of Earnings Data:                    2003      2002      2001 (1)     2000       1999       1998
                                              --------   --------   --------   --------   --------   --------
 <S>                                         <C>        <C>        <C>        <C>        <C>        <C>
 Net revenues                                $ 102,617  $ 103,601  $  50,337  $ 119,321  $ 112,880  $ 101,935
 Gross profit                                   30,029     29,495     13,936     36,170     37,283     32,303
 Operating profit (loss)                          (943)    (2,790)    (2,411)      (437)     8,445      7,782
 Interest expense                                  629        986        957      2,022      1,196        474
 Other income, net                                 (11)       193         14         17         63        215
 Earnings (loss) before cumulative
   effect of accounting change                  (1,561)    (3,582)    (2,123)    (1,518)     4,623      4,964
 Cumulative effect of accounting change         (7,442)        --         --         --         --         --
                                              --------   --------   --------   --------   --------   --------
 Net earnings (loss)                         $  (9,003) $  (3,582) $  (2,123) $  (1,518) $   4,623  $   4,964
                                              ========   ========   ========   ========   ========   ========
 Earnings (loss) per common share and
   common equivalent share:
 Net earnings (loss) per common share
   before cumulative effect of accounting
   change - basic                            $   (0.18) $   (0.40) $   (0.27) $   (0.21) $    0.63  $    0.62
 Cumulative effect of accounting
   change - basic                                (0.83)        --         --         --         --         --
                                              --------   --------   --------   --------   --------   --------
 Net earnings (loss) per common
   share - basic                             $   (1.01) $   (0.40) $   (0.27) $   (0.21) $    0.63  $    0.62
                                              ========   ========   ========   ========   ========   ========
 Net earnings (loss) per common share
   before cumulative effect of accounting
   change - diluted                          $   (0.18) $   (0.40) $   (0.27) $   (0.21) $    0.60  $    0.60
 Cumulative effect of accounting
   change - diluted                              (0.83)        --         --         --         --         --
                                              --------   --------   --------   --------   --------   --------
 Net earnings (loss) per common
   share - diluted                           $   (1.01) $   (0.40) $   (0.27) $   (0.21) $    0.60  $    0.60
                                              ========   ========   ========   ========   ========   ========
 Weighted average common and common
   equivalent shares:
 Weighted average common shares
   outstanding - basic                           8,917      8,917      7,964      7,273      7,390      8,026
 Weighted average common shares
   outstanding - diluted                         8,917      8,917      7,964      7,273      7,728      8,237


                                                 At         At         At         At         At         At
                                              March 28,  March 29,  March 30,  Sept 29,    Oct 1,     Oct 2,
 Balance Sheet Data:                            2003       2002     2001 (1)     2000       1999       1998
                                              --------   --------   --------   --------   --------   --------
 Working capital                             $  27,716  $  26,977  $  28,383  $  30,771  $  31,873  $  25,245
 Total assets                                   61,996     67,307     73,584     73,687     73,249     54,804
 Long-term obligations, net                     17,612     17,000     17,333     19,034     18,426      5,161
 Total liabilities                              33,950     30,258     32,955     33,150     31,141     13,626
 Stockholders equity                            28,046     37,049     40,629     40,537     42,108     41,178


              NOTES TO SELECTED FINANCIAL DATA (UNAUDITED)

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

</TABLE>
<PAGE>


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

 2003 Compared to 2002

 The following table summarizes certain financial information relating to our
 results of  operations for  the fiscal  year ended  March 28,  2003 and  the
 fiscal year ended March 29, 2002:

                                                    2003             2002
                                                 -----------      -----------
 Net Revenues                                   $102,617,413     $103,601,428
 Gross Profit                                     30,029,166       29,495,185
 SG&A                                             30,511,651       31,928,924
 Internet expenses                                   460,845          355,766
 Interest expense                                    629,026          985,509
 Other income, net                                    11,398          192,586
 Net loss before cumulative effect of
   accounting change                              (1,560,958)      (3,582,428)
 Cumulative effect of accounting change            7,442,432               --
 Net loss                                       $ (9,003,390)    $ (3,582,428)


 Net Revenues. Net revenues decreased  approximately $984,000 (1.0%) for  the
 fiscal year ended March 28, 2003 as compared to the fiscal year ended  March
 29, 2002. The decrease in net  revenues was primarily the result of  revenue
 losses in our Team  Dealer operations and decreases  in school spending  for
 athletic programs.

 Gross Profit.  Gross profit increased approximately $534,000 (1.8%) for  the
 fiscal year ended March 28,  2003 as compared to  the same period in  fiscal
 2002. As a percentage of net  revenues, gross profit increased to 29.3%  for
 the fiscal year ended  March 28, 2003  as compared to  28.5% for the  fiscal
 year ended March 29, 2002.  The increase in gross profit is attributable  to
 the consolidation of  several of  our plants,  exiting certain  unprofitable
 product lines and improved product sourcing.

 Selling,  General  and  Administrative  Expenses.    Selling,  general   and
 administrative expenses decreased approximately $1.4 million (4.4%) for  the
 fiscal year ended March 28,  2003 as compared to  the same period in  fiscal
 2002.  As a percentage of net revenues, selling, general and  administrative
 expenses decreased to 29.7% from 30.8%  for the fiscal year ended March  28,
 2003 as compared to the  fiscal year ended March  29, 2002. The decrease  in
 selling, general and administrative expenses for the fiscal year ended March
 28, 2003 as compared to the fiscal year ended March 29, 2002 is primarily  a
 result of the following:

 (i.)  A  decrease  in payroll  and  related expense  of  approximately  $1.1
      million; primarily a result of reduced headcount.

 (ii.) A decrease in depreciation  and amortization expense of  approximately
      $366,000; primarily a result of assets reaching their full depreciation
      levels and the discontinuation of goodwill amortization.

 (iii.) A decrease in auditing and legal expenses of approximately  $185,000;
      primarily a result of lower audit fees due to our change in fiscal year
      from September to March which resulted in more audit work in the  prior
      year.

 Internet  Expenses.    Internet  related  expenses  increased  approximately
 $105,000 (29.5%) for the fiscal year ended March 28, 2003 as compared to the
 fiscal year  ended  March  29,  2002. These  expenses  are  related  to  the
 continued support and  enhancement of our  websites and  web development  to
 post electronic catalogs on our websites.

 Interest Expense.      Interest  expense  decreased  approximately  $356,000
 (36.2%) for the fiscal year ended March  28, 2003 as compared to the  fiscal
 year ended March 29, 2002.  This decrease is due to lower average borrowings
 and lower interest rates.

 Other Income, Net.   Other income decreased  approximately $181,000 for  the
 fiscal year ended March 28, 2003 as compared to the fiscal year ended  March
 29, 2002.  This decrease is due primarily to the casualty gain on  insurance
 proceeds received in the prior year for assets lost in a flood that occurred
 in our corporate facility.  These proceeds were used to purchase replacement
 assets.

 Net Loss before  Cumulative Effect of  Accounting Change.   Net loss  before
 cumulative effect of accounting change for  the fiscal year ended March  28,
 2003 decreased by $2.0 million (56.4%) as compared to the fiscal year  ended
 March 29, 2002.

 Cumulative Effect  of Accounting  Change.   On  March  30, 2002  we  adopted
 Financial Accounting Standards Board Statement No. 142, "Goodwill and  Other
 Intangible Assets"  (SFAS 142).   SFAS  142 requires  that goodwill  not  be
 amortized but  instead  be  tested  for  impairment  at  least  annually  by
 reporting unit.   Goodwill  is required  to be  tested for  impairment in  a
 transitional test  upon adoption  and then  at least  annually by  reporting
 unit. As  a  result  of  our impairment  testing,  we  recorded  a  non-cash
 "cumulative  effect  of   accounting  change"  impairment   write  down   of
 approximately $7.4  million.   We  now have  no  remaining goodwill  on  our
 financial statements.

 Net Loss.  Net loss increased approximately $5.4 million for the fiscal year
 ended March 28, 2003 as  compared to the fiscal  year ended March 29,  2002.
 Net loss per  share increased to  $(1.01) from $(0.40)  for the fiscal  year
 ended March 28, 2003 as  compared to the fiscal  year ended March 29,  2002.
 This increase is due to the cumulative effect of accounting change.

 2002 Compared to 2001

      The following table summarizes  certain financial information  relating
 to our results of operations  for the fiscal year  ended March 29, 2002  and
 the comparable twelve months ended March 30, 2001:

                                                    2002             2001
                                                 -----------      -----------
            Net Revenues                        $103,601,428     $113,060,806
            Gross Profit                          29,495,185       32,252,079
            SG&A                                  31,928,924       34,274,170
            Internet expenses                        355,766        1,352,635
            Nonrecurring charges                          --          253,239
            Interest expense                         985,509        2,046,656
            Other income, net                        192,586           29,433
            Income tax benefit                            --        2,085,736
            Net loss                            $ (3,582,428)    $ (3,559,452)


 Net Revenues. Net revenues decreased  approximately $9.5 million (8.4%)  for
 the fiscal year ended  March 29, 2002 as  compared to the comparable  twelve
 months ended March 30, 2001. The decrease in net revenues was primarily  the
 result of  a general  slow-down in  the  economy, reduced  participation  in
 traditional youth sports, a reduced sales force, and the discontinuation  of
 certain unprofitable and low margin product lines.

 Gross Profit.  Gross profit decreased approximately $2.8 million (8.7%)  for
 the fiscal year  ended March  29, 2002  as compared  to the  same period  in
 fiscal 2001. As a percentage of net revenues, gross profit remained at 28.5%
 for the  fiscal year  ended March  29, 2002  as compared  to the  comparable
 twelve  months  ended  March  30, 2001.  The decrease  in gross  profit  was
 directly attributable to the decrease in net revenues.

 Selling,  General  and  Administrative  Expenses.    Selling,  general   and
 administrative expenses decreased approximately $2.3 million (6.8%) for  the
 fiscal year ended March 29,  2002 as compared to  the same period in  fiscal
 2001.  As a percentage of net revenues, selling, general and  administrative
 expenses increased to 30.8% from 30.3%  for the fiscal year ended March  29,
 2002 as compared to the comparable twelve months ended March 30, 2001.   The
 decrease in selling, general and administrative expenses for the fiscal year
 ended March 29, 2002 as compared to the comparable twelve months ended March
 30, 2001 was primarily a result of the following:

 (i.)   A  decrease  in  payroll  and related  expense of approximately  $1.2
        million; primarily a result of reduced headcount.

 (ii.)  A decrease  in  selling and  promotional  expenses  of  approximately
        $774,000; primarily a result of reduced catalog expenses.

 (iii.) A decrease in depreciation and amortization expense of  approximately
        $276,000;  primarily   a  result  of   assets   reaching  their  full
        depreciation levels.

 (iv.)  A  decrease  in  tax expense  of approximately $195,000; primarily  a
        result of lower sales & use tax expense.

 Internet Expenses.  Internet  related expenses decreased approximately  $1.0
 million (73.7%) for the fiscal year ended March 29, 2002 as compared to  the
 comparable twelve months ended March 30, 2001.  These  expenses  are related
 to the continued support and enhancement of our websites and web development
 to post  electronic  catalogs  on  our   websites.  Internet  expenses  were
 significantly higher in the  twelve months ended March  30, 2001 because  we
 were still developing our e-commerce sites.

 Nonrecurring Charges.  In  the  twelve  months  ended  March  30,  2001,  we
 consolidated  our  manufacturing  facility  located  in  Cerritos,  CA  with
 our facilities located  in Anniston,  AL.  In  association with  this  plant
 consolidation, we recorded additional nonrecurring expenses of approximately
 $114,000, which included employee termination costs, facility closure  costs
 and moving  costs.   In  addition, we  recorded  approximately  $139,000  of
 nonrecurring expenses  in  the twelve  month  period ended  March  30,  2001
 related to the accelerated  amortization of loan fees  due to our change  in
 lenders in March  2001.  During  the quarter ended  March 2001, we  mutually
 agreed with our lender  to an early termination  of the credit agreement  so
 that we could establish a credit arrangement with a lender that could better
 service our working  capital needs.   This change in  lenders resulted in  a
 lower interest rate and increased borrowing availability.

 Interest Expense.    Interest expense  decreased approximately $1.1  million
 (51.8%) for the fiscal year ended  March 29, 2002 as compared to  comparable
 twelve months ended March 30, 2001.  This decrease was due to lower  average
 borrowings and lower interest rates.

 Other Income, Net.   Other income increased  approximately $163,000 for  the
 fiscal year ended March 29, 2002 as compared to the comparable twelve months
 ended March 30, 2001.  This increase was due primarily to the casualty  gain
 on insurance proceeds received for assets  lost in a flood that occurred  in
 our corporate facility.   These proceeds were  used to purchase  replacement
 assets.

 Income Tax  Provision (Benefit).   The  benefit for  income taxes  decreased
 approximately $2.1 million to a benefit of $0 in the fiscal year ended March
 29, 2002 as compared to the  comparable twelve months ended March 30,  2001.
 Based upon our operating results for  the fiscal year ended March 29,  2002,
 we did not provide an income tax  benefit related to our loss before  income
 taxes.

 Net Loss.   Net loss  increased approximately  $23,000 for  the fiscal  year
 ended March 29, 2002 as compared to the comparable twelve months ended March
 30, 2001.   Net loss per  share decreased to  $(0.40) from  $(0.45) for  the
 fiscal year ended March 29, 2002 as compared to the comparable twelve months
 ended March 30, 2001.  The weighted average shares outstanding increased  by
 approximately 12.0% for the fiscal year ended March 29, 2002, as compared to
 the comparable twelve months ended March 30, 2001.  The increase in weighted
 average shares outstanding was primarily due  to the sale of treasury  stock
 to Emerson Radio Corp. in January 2001.

 2001 Compared to 2000

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

                                                    2001             2000
                                                 -----------      -----------
            Net Revenues                        $ 50,336,524     $ 56,596,700
            Gross Profit                          13,935,999       17,853,869
            SG&A                                  15,775,650       16,366,932
            Internet expenses                        317,808          101,322
            Nonrecurring charges                     253,239          605,000
            Interest expense                         957,270          932,391
            Other income, net                         14,400            1,904
            Income tax benefit                     1,231,053           69,203
            Net loss                            $ (2,122,515)    $    (80,669)

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

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

 Selling,  General  and  Administrative  Expenses.    Selling,  general   and
 administrative expenses decreased approximately $591,000 (3.6%) for the  six
 month period ended March 30, 2001 as  compared to the same period in  fiscal
 2000.  As a percentage of net revenues, selling, general and  administrative
 expenses increased to 31.3% from 28.9% for the six month period ended  March
 30, 2001 as  compared to the  same period in  fiscal 2000.  The decrease  in
 selling, general and administrative expenses for the six month period  ended
 March 30, 2001 as compared to the six month period ended March 31, 2000  was
 primarily a result of the following:

 (i.)  A decrease  in  selling  and  promotional  expense  of   approximately
       $565,000. This decrease is primarily a result of lower catalog expense
       as part of our cost reduction programs initiated in 2001.

 (ii.) A decrease in payroll related expense of approximately $364,000.  This
       decreases is a result of reduced headcount, primarily in the sales and
       sales administration areas.

 (iii.) A  decrease in legal fees of approximately  $200,000.  This  decrease
       is primarily the result of a reduction in litigation.

 (iv.) A  decrease  in  facility  expenses of  approximately $156,000.   This
       decrease is primarily a result of lower rent and telephone expense due
       to renegotiations of certain leases and contracts.

      These decreases in  selling, general and  administrative expenses  were
 partially offset  by  an  increase of  approximately  $632,000  in  computer
 related expenses and an  increase of approximately  $104,000 in license  and
 royalty related expenses. Fiscal  2001 was the first  year of normal,  fully
 functional MIS department operating expenses.   The increase in license  and
 royalty related  expenses was  primarily due  to  the Amended  and  Restated
 License Agreement with  MacMark, entered into  on December  21, 2000,  which
 requires us to pay an annual  royalty based upon sales of MacGregor  branded
 products, with the minimum annual royalty set at $100,000.

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

 Nonrecurring  Charges.  In  the  six  months   ended  March  30,  2001,   we
 consolidated our manufacturing  facility located  in Cerritos,  CA with  our
 facilities  located  in  Anniston,  AL.   In  association  with  this  plant
 consolidation, we recorded for  the six month period  ended March 30,  2001,
 nonrecurring expenses  of  approximately $114,000  which  included  employee
 termination costs,  facility closure  and moving  costs.   In  addition,  we
 recorded approximately $139,000  of nonrecurring expenses  in the six  month
 period ended March 30, 2001 related to the accelerated amortization of  loan
 fees due to the change  in lenders in March  2001. During the quarter  ended
 March 2001, we mutually  agreed with our lender  to an early termination  of
 the credit agreement so that we could establish a credit arrangement with  a
 lender that could better service our working capital needs.  This change  in
 lenders  resulted  in  a  lower   interest  rate  and  increased   borrowing
 availability.  In the six month period  ended March 31, 2000, we recorded  a
 nonrecurring charge related to the settlement  of two different lawsuits  in
 the amount of $605,000.  The first lawsuit involved a former employee.   The
 second lawsuit related to a marketing program.  No previous accrual was made
 because the final settlement was not measurable nor probable at the  balance
 sheet date.

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

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

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

 Net Loss.  Net loss increased  approximately $2.0 million for the six  month
 period ended March 30, 2001 as compared  to the same period in fiscal  2000.
 Net loss  per share  increased to  $(0.27) from  $(0.01) for  the six  month
 period ended March 30, 2001 as compared  to the same period in fiscal  2000.
 The weighted average shares outstanding increased by approximately 9.5%  for
 the six month period ended March 30, 2001 as compared to the same period  in
 fiscal 2000.   The  increase  in  weighted average  shares  outstanding  was
 primarily due to the sale of treasury stock to Emerson Radio Corp.

 Liquidity and Capital Resources

      Our working capital increased approximately $739,000 during the  fiscal
 year ended March 28,  2003, from $27.0  million at March  29, 2002 to  $27.7
 million at March 28, 2003.  The increase in working capital is primarily the
 result of an increase in cash of approximately $1.6 million, an increase  in
 inventories of approximately $1.2 million, and an increase in trade accounts
 receivable of approximately  $932,000.  These increases wer partially offset
 by an increase in trade accounts payable of  $2.3 million and an increase in
 accrued liabilities of approximately $792,000.

      We have  a  credit agreement  with  Congress Financial  Corporation  to
 finance our working  capital requirements through  March 2004.   The  credit
 agreement provides for a $25 million revolving credit facility.   Borrowings
 under our  credit  agreement  are subject  to  an  accounts  receivable  and
 inventory collateral  base  and are  secured  by substantially  all  of  our
 assets.  We  are required to  maintain certain net  worth levels  and as  of
 March 28, 2003 we were in compliance with this requirement.  As of March 28,
 2003, we had total available borrowings under our senior credit facility  of
 approximately $22.4  million,  of  which approximately  $17.5  million  were
 outstanding.  Congress  Financial Corporation has  expressed an interest  in
 extending this  credit agreement.   We  intend to  have a  long-term  credit
 agreement in place well in  advance of March 2004.   Although  no  assurance
 can be made, we  believe we will be  able to extend the  term of our  credit
 agreement with Congress Financial Corporation prior to its maturity date  of
 March 27, 2004.

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

      We have undertaken revenue enhancement programs in the past two  fiscal
 years, including our  associate programs in  which associates  share in  the
 revenue generated from their website links to  our websites.   We have  also
 initiated successful marketing alliances with American Heart Association and
 American Diabetes Association.   See Part I. Item  1. "Business - Sales  and
 Marketing" for more information on these programs.

 The following table sets forth our contractual obligations at March 28, 2003
 for the periods shown:

                                Due in       Due in
                  Due within    two to       four to
                   one year  three years   five years  Thereafter     Total
                 ------------------------------------------------------------

 Notes payable   $   53,563  $17,595,180   $     --    $      --  $17,648,743
 Capital lease
  obligations        17,519       16,573         --           --       34,092
 Leases           1,790,962    1,674,007    226,154           --    3,691,123
                 ------------------------------------------------------------
 Total           $1,862,044  $19,285,760   $226,154    $      --  $21,373,958
                 ============================================================

      On May 28, 1997, the Board  of Directors approved the repurchase of  up
 to 1,000,000 shares of our issued  and outstanding common stock in the  open
 market and/or privately negotiated transactions.   On October 28, 1998,  the
 Board of  Directors  approved  a  second repurchase  program  of  up  to  an
 additional 1,000,000 shares of  our issued and  outstanding common stock  in
 the open market and/or privately negotiated  transactions.  As of March  28,
 2003, we had 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  credit agreement  currently prohibits  the
 repurchase of any additional shares without the lender's prior consent.

      As of March 28, 2003, we did not have any material commitments for
 capital expenditures.

 Critical Accounting Policies

      Our discussion and analysis of our  financial condition and results  of
 operations are based upon our consolidated financial statements, which  have
 been prepared in accordance with accounting principles generally accepted in
 the United States.  The preparation  of these financial statements  requires
 us to  make estimates  and judgments  that affect  the reported  amounts  of
 assets, liabilities, revenues and expenses.  We consider certain  accounting
 policies related to inventories  and trade accounts receivables,  impairment
 of long lived  assets and valuation  of deferred tax  assets to be  critical
 policies due to the estimation processes involved in each.

 Inventories

      Inventories are  stated  at the  lower  of cost  or  market.   Cost  is
 determined using the  weighted-average and standard  cost methods for  items
 manufactured by us and weighted-average cost for items purchased for resale.
 The inventory  allowance for  obsolete or  slow moving  items is  determined
 based upon  our periodic  assessment  of the  net  realizable value  of  our
 inventory.  If  actual market conditions  are less favorable  than those  we
 have projected, additional inventory write-downs may be required.

 Trade Accounts Receivable

      We extend  credit  based upon  evaluations  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.   If  the financial  conditions  of our  customers  deteriorate,
 resulting in an  impairment of their  ability to  make payments,  additional
 allowances may be required.

 Intangible Assets

      We have significant intangible assets related to acquired  intangibles.
 The determination of related estimated useful lives and whether or not these
 assets are impaired  involves significant  judgments.   Changes in  strategy
 and/or market  conditions could  significantly  impact these  judgments  and
 require adjustments to recorded asset balances.

 Income Taxes

      We record a valuation  allowance to reduce the  amount of our  deferred
 tax assets to the amount that is more likely than not to be realized.  While
 we have considered future taxable income and ongoing tax planning strategies
 in assessing the  need for  the valuation allowance,  in the  event that  we
 determine that we would be  able to realize our  deferred tax assets in  the
 future in excess of the net  recorded amount, an adjustment to the  deferred
 tax asset would increase income in  the period such determination was  made.
 Likewise, if we determine that we would not  be able to realize all or  part
 of the net deferred tax asset in  the future, an adjustment to the  deferred
 tax asset would be  charged to income in  the period such determination  was
 made.

 Certain Factors that May Affect Our 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.
 Several 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. budgetary restrictions of  schools and government agencies;
      3. unanticipated disruptions or slowdowns in operations;
      4. high fixed costs;
      5. competitive factors;
      6. continuation of existing license agreement;
      7. foreign supplier related issues;
      8. use of deferred tax asset; and
      9. product liability and insurance.

 General and Specific Market and Economic Conditions
 ---------------------------------------------------

      The general  economic  condition  in the  United  States  could  affect
 pricing and  availability of  raw materials  such as  metals, petroleum  and
 other  commodities  used  in  manufacturing  certain  products  and  certain
 purchased finished goods as well as transportation costs. Any material price
 increases to our customers could have an adverse effect on revenues and  any
 price increases from  vendors could  have an  adverse effect  on our  costs.
 Professional sports have a significant impact  on the market conditions  for
 each individual sport.  Collective  bargaining, labor disputes, lockouts  or
 strikes by  a  professional  sport  could have  a  negative  impact  on  our
 revenues.

 Budgetary Restrictions of Schools and Government Agencies
 ---------------------------------------------------------

      Much of  our  business is  dependent  on the  budgetary  allowances  of
 schools,  as  well  as  local,   state  and  federal  government   agencies.
 Restrictions to the  funding or budgeted  spending of  these entities  could
 adversely affect our results of operations.

 Unanticipated Disruptions or Slowdowns in 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,
 manufacturing facilities, and 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 70% 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 and believe this is most advantageous to  our
 company.

      In addition to the foregoing, the International Longshore and Warehouse
 Union ("ILWU"), which is the union of dock workers that move the cargo (such
 as import containers) along the West Coast, reached a contract agreement  on
 November 23, 2002 with the Pacific Maritime Association ("PMA"), a group  of
 global ship owners and terminal operators.  A strike by the ILWU, or lockout
 by the PMA, as experienced in  September 2002, would significantly slow  the
 receipt of our  import products  and could cause  delays in  our ability  to
 process and fulfill customer orders.  Any strike or lockout could also cause
 an  increase  in  backlog  and  freight  charges  such  as  port  congestion
 surcharges, extended peak season  surcharges, charges as  a result of  force
 majeure clauses, etc.

 High Fixed Costs
 ----------------

      Operations and  maintenance of  our call  center, distribution  center,
 manufacturing  facilities   and  management   information  systems   involve
 substantial  fixed  costs.  Paper,  packaging,  shipping  and  postage   are
 significant components of our  costs. Catalog marketing entails  substantial
 paper, postage,  and costs  associated with  catalog development.   Each  of
 these is subject to price fluctuations.

 Competitive Factors
 -------------------

      The institutional market  for sporting  goods and  leisure products  is
 highly competitive  and there  are no  significant  barriers to  enter  this
 market.  The size of this market has encouraged the entry of new competitors
 as well as  increased competition from  established companies.   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.

 Continuation of Existing License Agreement
 ------------------------------------------

      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
 license agreement permits us to  manufacture, promote, sell, and  distribute
 to designated  customers  throughout  the world,  specified  sports  related
 equipment and products relating  to baseball, softball, basketball,  soccer,
 football, volleyball, and general exercise.   The license agreement requires
 us to pay royalties based upon sales of MacGregor[R] branded products,  with
 the  minimum  annual  royalty  set at  $100,000.   Futhermore,  the  license
 agreement is exclusive with respect  to certain customers and  non-exclusive
 with  respect to  others.   The license agreement  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.  Termination of this license agreement could have a
 material adverse effect on our results of operations.

 Foreign Supplier Related Issues
 -------------------------------

      Approximately  30%  of  our  total  product  costs  are  from  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),
 war and  political turmoil.   The  occurrence  of any  one  or more  of  the
 foregoing could adversely affect our operations.

 Use of Deferred Tax Asset
 -------------------------

      We believe our  net deferred tax  assets will be  realized through  tax
 planning strategies  available  in  future  periods  and  future  profitable
 operating results.  Although  realization is not assured,  we believe it  is
 more likely than  not that  our remaining net  deferred tax  assets will  be
 realized.   The amount  of the  deferred  tax asset  considered  realizable,
 however, could be  reduced or  eliminated in the  near term  if certain  tax
 planning strategies are  not successfully  executed or  estimates of  future
 taxable income during the carryforward period are reduced.  If we  determine
 that we would not  be able to realize  all or part of  the net deferred  tax
 asset in  the future,  an adjustment  to  the deferred  tax asset  would  be
 charged to income in the period such determination was made.

 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".

      In recent  years,  product liability  insurance  has become  much  more
 expensive, more restrictive and more difficult  to obtain.  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.


 Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
           ----------------------------------------------------------

      An increase in interest rates could  have a material adverse effect  on
 our results of operations  and our financial  position.  Assuming  borrowing
 levels remain at the same level for fiscal year 2004 as at the end of fiscal
 year 2003,  each additional  1% increase  in interest  rates would  increase
 interest expense by approximately $150,000 to $200,000.


 Item 8.   Financial Statements and Supplementary Data.
           -------------------------------------------

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

 Report of Independent Auditors                                      24

 Consolidated Balance Sheets as of March 28, 2003,
   March 29, 2002, and March 30, 2001                                25

 Consolidated Statements of Operations for the Fiscal Year
   Ended March 28, 2003, the Fiscal Year ended March 29, 2002,
   the Six Months Ended March  30, 2001, and the Year Ended
   September 29, 2000                                                26

 Consolidated Statements of Stockholders' Equity for the Fiscal
   Year Ended March 28, 2003, the Fiscal Year ended March 29,
   2002, the Six Months Ended March 30, 2001 and the Year Ended
   September 29, 2000                                                27

 Consolidated Statements of Cash Flows for the Fiscal Year
   Ended March 28, 2003, the Fiscal Year ended March 29, 2002,
   the Six Months Ended March 30, 2001 and the Year Ended
   September 29, 2000                                                28

 Notes to Consolidated Financial Statements                          29


<PAGE>

                        REPORT OF INDEPENDENT AUDITORS



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

      We have audited the accompanying  consolidated balance sheets of  Sport
 Supply Group, Inc. and subsidiaries as of March 28, 2003 and March 29, 2002,
 and the related consolidated statements of operations, stockholders' equity,
 and  cash flows for  each of the two fiscal years in the period  ended March
 28, 2003,  the  six month period ended  March 30, 2001  and the  fiscal year
 ended September  29, 2000.  Our audits also included the financial statement
 schedule listed in the Index to Exhibits at Item 16(a)(2).  These  financial
 statements and schedule are the responsibility of  the Company's management.
 Our responsibility  is  to express an opinion on these financial  statements
 and schedule based on  our audits.

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

      In our opinion, the consolidated financial statements referred to above
 present  fairly,  in  all  material  respects,  the  consolidated  financial
 position of Sport Supply Group, Inc. and subsidiaries as of March 28,  2003,
 and  March 29, 2002,  and the  consolidated results of  their operations and
 their cash  flows for each of the two fiscal years ended March 28, 2003, the
 six month period ended March 30, 2001 and  the fiscal year  ended  September
 29, 2000  in conformity with accounting principles generally accepted in the
 United States.  Also,  in  our  opinion,  the  related  financial  statement
 schedule,  when  considered  in relation to  the  basic financial statements
 taken as a whole,  presents fairly  in all material respects the information
 set forth therein.

      As discussed in Note 1 to the consolidated financial statements,  Sport
 Supply Group, Inc.  and subsidiaries changed  its method  of accounting  for
 goodwill end other purchased intangible assets  during the year ended  March
 28, 2003.

                                 ERNST & YOUNG LLP

 Dallas, Texas
 May 10, 2003

<PAGE>

                    SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                                       March 28,     March 29,
                                                          2003          2002
                                                      -----------   -----------
 CURRENT ASSETS :
  Cash and equivalents                               $  2,142,302  $    586,911
  Accounts receivable:
    Trade, less allowance for doubtful accounts
    of $500,000 at March 28, 2003 and $524,000
    at March 29, 2002                                  19,756,947    18,824,829
     Other                                                488,728       235,008
  Inventories, net                                     19,564,314    18,368,392
  Other current assets                                    576,653       560,362
  Deferred tax assets                                   1,525,472     1,659,039
                                                      -----------   -----------
     Total current assets                              44,054,416    40,234,541
                                                      -----------   -----------

 DEFERRED CATALOG EXPENSES                              1,912,346     2,017,280

 PROPERTY, PLANT AND EQUIPMENT :
  Land                                                      8,663         8,663
  Buildings                                             1,605,102     1,605,102
  Computer Equipment & Software                        11,461,375    11,231,120
  Machinery and equipment                               6,558,502     6,358,546
  Furniture and fixtures                                1,508,393     1,673,683
  Leasehold improvements                                2,497,209     2,384,335
                                                      -----------   -----------
                                                       23,639,244    23,261,449
  Less -- Accumulated depreciation and amortization   (15,119,308)  (13,310,710)
                                                      -----------   -----------
                                                        8,519,936     9,950,739
                                                      -----------   -----------

 DEFERRED TAX ASSETS                                    3,974,753     3,841,186

 COST IN EXCESS OF NET ASSETS ACQUIRED,
  less accumulated amortization of $2,171,000
  at March 29, 2002                                             -     7,442,432

 TRADEMARKS
  less accumulated amortization of $995,000 at
  March 28, 2003 and $1,114,000 at March 29, 2002       2,926,288     3,044,888

 OTHER ASSETS
  less accumulated amortization of $798,000 at
  March 28, 2003 and $589,000 at March 29, 2002           607,900       775,839
                                                      -----------   -----------
                                                     $ 61,995,639  $ 67,306,905
                                                      ===========   ===========

 CURRENT LIABILITIES :
  Accounts payable                                   $ 11,823,287  $  9,532,407
  Other accrued liabilities                             4,443,990     3,652,310
  Notes payable and capital lease
    obligations, current portion                           71,082        73,132
                                                      -----------   -----------
        Total current liabilities                      16,338,359    13,257,849
                                                      -----------   -----------
 NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS,
  net of current portion                               17,611,753    17,000,139

 COMMITMENTS AND CONTINGENCIES

 STOCKHOLDERS' EQUITY :
  Preferred stock, par value $0.01, 100,000 shares
    authorized, no shares outstanding                           -             -
  Common stock, par value $0.01, 20,000,000 shares
    authorized, 9,362,397 shares issued at March 28,
    2003 and March 29, 2002, and 8,917,244 shares
    outstanding at March 28, 2003 and March 29, 2002       93,624        93,624
  Additional paid-in capital                           48,101,331    48,101,331
  Accumulated deficit                                 (16,348,146)   (7,344,756)
  Treasury stock, at cost, 445,153 shares,
    at March 28, 2003 and March 29, 2002               (3,801,282)   (3,801,282)
                                                      -----------   -----------
        Total Stockholders' Equity                     28,045,527    37,048,917
                                                      -----------   -----------
                                                     $ 61,995,639  $ 67,306,905
                                                      ===========   ===========


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

<PAGE>
<TABLE>

                  SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS
        For The Year Ended March 28, 2003, The Year Ended March 29, 2002,
The Six Month Period Ended March 30, 2001, and The Year Ended September 29, 2000


                                    ------------   ------------   -----------   -----------
                                        2003           2002          2001           2000
                                    ------------   ------------   -----------   -----------
 <S>                               <C>            <C>            <C>           <C>
 Net revenues                      $ 102,617,413  $ 103,601,428  $ 50,336,524  $119,320,982

 Cost of sales                        72,588,247     74,106,243    36,400,525    83,151,033
                                    ------------   ------------   -----------   -----------
  Gross profit                        30,029,166     29,495,185    13,935,999    36,169,949

 Selling, general and
    administrative expenses           30,511,651     31,928,924    15,775,650    34,865,452
 Internet expenses                       460,845        355,766       317,808     1,136,149
 Nonrecurring charges                          -              -       253,239       605,000
                                    ------------   ------------   -----------   -----------
  Operating loss                        (943,330)    (2,789,505)   (2,410,698)     (436,652)

 Interest expense                       (629,026)      (985,509)     (957,270)   (2,021,763)

 Other income, net                        11,398        192,586        14,400        16,924
                                    ------------   ------------   -----------   -----------
  Net loss before income taxes
    and cumulative effect of
    accounting change                 (1,560,958)    (3,582,428)   (3,353,568)   (2,441,491)

 Income tax benefit                            -              -    (1,231,053)     (923,885)
                                    ------------   ------------   -----------   -----------
 Net loss before cumulative
   effect of accounting change        (1,560,958)    (3,582,428)   (2,122,515)   (1,517,606)

 Cumulative effect
   of accounting change               (7,442,432)             -             -             -
                                    ------------   ------------   -----------   -----------
 Net loss                          $  (9,003,390) $  (3,582,428) $ (2,122,515) $ (1,517,606)
                                    ============   ============   ===========   ===========
 Loss per share:

  Net loss per share before
    cumulative effect of
    accounting change - basic      $       (0.18) $       (0.40) $      (0.27) $      (0.21)
                                    ============   ============   ===========   ===========
  Cumulative effect of accounting
    change - basic                 $       (0.83) $           -  $          -  $          -
                                    ============   ============   ===========   ===========
  Net loss per share - basic       $       (1.01) $       (0.40) $      (0.27) $      (0.21)
                                    ============   ============   ===========   ===========

  Net loss per share before
    cumulative effect of
    accounting change - diluted    $       (0.18) $       (0.40) $      (0.27) $      (0.21)
                                    ============   ============   ===========   ===========
  Cumulative effect of accounting
    change - diluted               $       (0.83) $           -  $          -  $          -
                                    ============   ============   ===========   ===========
  Net loss per share - diluted     $       (1.01) $       (0.40) $      (0.27) $      (0.21)
                                    ============   ============   ===========   ===========

 Weighted average number of common
   shares outstanding - basic          8,917,244      8,917,244     7,963,989     7,272,570
                                    ============   ============   ===========   ===========
 Weighted average number of common
   shares outstanding - diluted        8,917,244      8,917,244     7,963,989     7,272,570
                                    ============   ============   ===========   ===========

 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 March 28, 2003, The Year Ended March 29, 2002,
The Six Month Period Ended March 30, 2001, and The Year Ended September 29, 2000


                                        Common Stock       Additional                     Treasury Stock
                                     -------------------    Paid in     Accumulated   -----------------------
                                      Shares     Amount     Capital       Deficit       Shares      Amount         Total
                                     ---------   -------   ----------   -----------   ---------   -----------    ----------
 <S>                                 <C>        <C>       <C>          <C>            <C>        <C>            <C>
 Balance, October 1, 1999            9,333,241  $ 93,332  $59,743,384  $   (122,207)  2,059,342  $(17,606,352)  $42,108,157

 Issuances of common stock upon
   exercises of outstanding options      5,000        50                                                                 50
 Issuances of common stock              12,490       125       51,503                                                51,628
 Purchase of treasury stock                                                              16,420      (112,437)     (112,437)
 Reissuances of treasury shares                                (9,300)                     (980)       16,772         7,472
 Net loss (comprehensive loss)                                           (1,517,606)                             (1,517,606)
                                     ---------   -------   ----------   -----------   ---------   -----------    ----------
 Balance, September 29, 2000         9,350,731  $ 93,507  $59,785,587    (1,639,813)  2,074,782  $(17,702,017)  $40,537,264
                                     ---------   -------   ----------   -----------   ---------   -----------    ----------

 Issuances of common stock               9,028        91       14,257                                                14,348
 Sale of treasury shares                                  (11,700,735)               (1,629,629)   13,900,735     2,200,000
 Net loss (comprehensive loss)                                           (2,122,515)                             (2,122,515)
                                     ---------   -------   ----------   -----------   ---------   -----------    ----------
 Balance, March 30, 2001             9,359,759  $ 93,598  $48,099,109  $ (3,762,328)    445,153  $ (3,801,282)   40,629,097
                                     ---------   -------   ----------   -----------   ---------   -----------    ----------

 Issuances of common stock               2,638        26        2,222                                                 2,248
 Net loss (comprehensive loss)                                           (3,582,428)                             (3,582,428)
                                     ---------   -------   ----------   -----------   ---------   -----------    ----------
 Balance, March 29, 2002             9,362,397  $ 93,624  $48,101,331  $ (7,344,756)    445,153  $ (3,801,282)   37,048,917
                                     ---------   -------   ----------   -----------   ---------   -----------    ----------

 Net loss (comprehensive loss)                                           (9,003,390)                             (9,003,390)
                                     ---------   -------   ----------   -----------   ---------   -----------    ----------
 Balance, March 28, 2003             9,362,397  $ 93,624  $48,101,331  $(16,348,146)    445,153  $ (3,801,282)  $28,045,527
                                     =========   =======   ==========   ===========   =========   ===========    ==========


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

</TABLE>
<PAGE>
<TABLE>

                  SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
         For the Year Ended March 28, 2003, The Year Ended March 29, 2002,
 The Six Month Period Ended March 30, 2001, and The Year Ended September 29, 2000


                                                              2003          2002          2001          2000
                                                          -----------   -----------   -----------   -----------
 <S>                                                     <C>           <C>           <C>           <C>
 CASH FLOWS FROM OPERATING ACTIVITIES :
   Net loss                                              $ (9,003,390) $ (3,582,428) $ (2,122,515)  $(1,517,606)
   Adjustments to reconcile net loss to net
       cash provided by (used in) operating activities:
    Depreciation and amortization                           2,172,387     2,572,600     1,556,419     2,855,172
    Provision for allowances for accounts receivable          451,367       351,306       220,884       319,025
    Cumulative effect of accounting change                  7,442,432             -             -             -
    Changes in assets and liabilities:
     (Increase) decrease in accounts receivable            (1,637,205)        5,558     2,789,939     1,902,706
     (Increase) decrease in inventories                    (1,195,922)    2,682,147    (1,197,480)     (565,986)
     (Increase) decrease in deferred catalog expenses
       and other current assets                                88,643       706,326      (578,491)      284,757
     Increase (decrease) in accounts payable                2,290,880    (4,081,428)    3,742,767     1,161,798
     (Increase) decrease in deferred taxes                    133,567      (240,204)      (77,632)     (279,015)
     Increase (decrease) in accrued liabilities               791,680     1,722,953      (675,323)      170,301
     Increase in other assets                                 (30,912)     (187,490)     (140,580)     (284,426)
     (Increase) decrease in noncurrent deferred
       tax assets                                            (133,567)      240,204    (1,214,480)     (765,671)
                                                          -----------   -----------   -----------   -----------
   Net cash provided by operating activites                 1,369,960       189,544     2,303,508     3,281,055
                                                          -----------   -----------   -----------   -----------

 CASH FLOWS FROM INVESTING ACTIVITIES :
   Acquisitions of property, plant & equipment               (424,133)     (537,194)      (97,030)   (2,025,608)
   Payments for acquisitions, net of cash acquired                  -             -             -      (854,093)
                                                          -----------   -----------   -----------   -----------
   Net cash used in investing activities                     (424,133)     (537,194)      (97,030)   (2,879,701)
                                                          -----------   -----------   -----------   -----------

 CASH FLOWS FROM FINANCING ACTIVITIES :
   Proceeds from issuances of notes payable               112,456,629   123,834,275    17,134,214     2,205,620
   Payments of notes payable and capital
     lease obligations                                   (111,847,065) (124,173,058)  (20,395,961)   (2,643,581)
   Proceeds from common stock issuances                             -         2,248     2,214,348        59,150
   Purchase of treasury stock                                       -             -             -      (112,437)
                                                          -----------   -----------   -----------   -----------
   Net cash (used in) provided by financing activities        609,564      (336,535)   (1,047,399)     (491,248)
                                                          -----------   -----------   -----------   -----------

 NET CHANGE IN CASH AND EQUIVALENTS                         1,555,391      (684,185)    1,159,079       (89,894)

 Cash and equivalents, beginning of period                    586,911     1,271,096       112,017       201,911
                                                          -----------   -----------   -----------   -----------
 Cash and equivalents, end of period                     $  2,142,302  $    586,911  $  1,271,096   $   112,017
                                                          ===========   ===========   ===========   ===========


 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION :

 Cash paid during the period for interest                $    686,518  $    986,297  $    824,353   $ 2,169,859
                                                          ===========   ===========   ===========   ===========
 Cash paid during the period for income taxes            $     88,697  $     55,287  $     73,435   $   204,455
                                                          ===========   ===========   ===========   ===========

 We acquired the assets of certain entities. In
   connection with these acquisitions, liabilities were
   assumed as follows:
      Fair value of assets acquired                      $          -  $          -  $          -   $ 1,968,685
      Cash paid for the acquisitions, net                           -             -             -      (854,093)
      Debt issued for the acquisitions                              -             -             -      (275,000)
                                                          -----------   -----------   -----------   -----------
      Liabilities assumed                                $          -  $          -  $          -  $    839,592
                                                          ===========   ===========   ===========   ===========

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

</TABLE>
<PAGE>

                  SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                March 28, 2003

 1.   BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

 Background

      Sport Supply Group, Inc. ("SSG") was incorporated in 1982.  The  assets
 of the Sports & Recreation Division  of Aurora Electronics, Inc. (f/k/a  BSN
 Corp., "Aurora") were contributed  to us effective  September 30, 1988.   We
 were a wholly-owned subsidiary of Aurora before our initial public  offering
 in April 1991.  Effective March 2001, Sport Supply Group, Inc is a majority-
 owned subsidiary of  Emerson Radio Corp.   Our financial  statements do  not
 include any purchase  accounting adjustments to  reflect our acquisition  by
 Emerson Radio Corp.  Our operations  are all within one financial  reporting
 segment: direct marketing of sports  related equipment and leisure  products
 to institutional customers  in the  United States.   We source  most of  the
 products we  sell  and  also  manufacture some  of  the  products  we  sell.
 Manufactured products include, but are not limited to: 1) Football, baseball
 and track  and field  equipment; 2.)  Tennis, volleyball,  and other  sports
 nets;  3.)  Steel  and  aluminum  construction  items,  such  as   football,
 basketball, soccer  and  field  hockey  goals;  and  4.)  Track  and  field,
 gymnastics and physical education mats.

 Principles of Consolidation and Basis of Presentation

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

      Certain financial  information  for  previous  fiscal  years  has  been
 reclassified to conform to the fiscal 2003 presentation.

 Change in Fiscal Year

      In May 2001, we changed our financial reporting year end from September
 30 to March  31.  Accordingly,  the fiscal year  ended March 30,  2001 is  a
 transition period consisting of six months.  We operate on a 52/53 week year
 ending on  the  Friday  closest to  March  31.   All  twelve  month  periods
 reflected in the consolidated statements of operations consist of 52  weeks.
 The six month period ended March 30, 2001 consisted of 26 weeks.

 Inventories

      Inventories are  stated  at the  lower  of cost  or  market.   Cost  is
 determined using the standard cost method  for items manufactured by us  and
 weighted-average cost for items purchased for resale.  As of March 28, 2003
 and March 29, 2002, inventories consisted of the following:



  Inventory Data:                           Mar. 28, 2003      Mar. 29, 2002
  ---------------                            ------------       ------------
  Raw materials                             $   2,095,242      $   2,153,634
  Work-in-process                                 318,165            257,653
  Finished and purchased goods                 18,223,657         17,121,730
                                             ------------       ------------
  Inventory, Gross                             20,637,064         19,533,017
  Less inventory allowance for obsolete or
       slow moving items                       (1,072,750)        (1,164,625)
                                             ------------       ------------
  Inventory, Net                            $  19,564,314      $  18,368,392
                                             ============       ============

      The inventory allowance for obsolete or slow moving items is determined
 based upon  our periodic  assessment  of the  net  realizable value  of  our
 inventory.  As  of March 28, 2003 and March 29, 2002, approximately 24%  and
 23%, 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 24%, 26%,  30%,
 and 31%  of  total  net revenues  in  fiscal  2003, 2002,  2001,  and  2000,
 respectively.

 Accounts Receivable and Concentration of Credit Risk

      Financial instruments that potentially  subject us to concentration  of
 credit risk are accounts receivable.  Accounts receivable represent sales of
 sporting goods and  leisure products  to all  levels of  public and  private
 schools, colleges,  universities,  and  military  academies,  municipal  and
 governmental  agencies,   military  facilities,   churches,  clubs,   camps,
 hospitals, youth sport leagues,  nonprofit organizations, team dealers,  and
 certain other  retailers.  We  did not  have any  individual customers  that
 accounted for more than 10% of  outstanding accounts receivable as of  March
 28, 2003 or  March 29,  2002.  The  majority of  our sales  are to  publicly
 funded institutional customers.  We extend credit based upon evaluations  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.  The allowance for doubtful accounts
 was approximately $500,000 and  $524,000, a as of  March 28, 2003 and  March
 29, 2002, respectively.

 Advertising and Deferred Catalog Expenses

      We expense advertising costs as  incurred, except for production  costs
 related  to  direct-response  catalog  activities,  which  are  capitalized.
 Direct response  catalogs are  product and  order  reference books  for  our
 customers.   Production  and  distribution  costs,  primarily  printing  and
 postage, associated with  catalogs are  amortized over  twelve months  which
 approximates  customer  usage  of  the  catalogs   produced.   Our   catalog
 amortization for the fiscal year ended March 28, 2003, the fiscal year ended
 March 29, 2002, the six  month period ended March  30, 2001, and the  fiscal
 year  September   29,  2000   were  approximately   $3,161,000   $3,026,000,
 $1,312,000, and $4,122,000, respectively.

 Internet Expenses

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

 Property, Plant, and Equipment

      Property, plant and equipment are stated  at cost and depreciated  over
 the estimated useful  lives of the  related assets  using the  straight-line
 method.   Leasehold improvements  and property  and equipment  leased  under
 capital lease obligations are amortized over the terms of the related leases
 or their  estimated  useful lives,  whichever  is  shorter.   The  costs  of
 maintenance and  repairs are  charged to  expense as  incurred.  Significant
 renewals and improvements 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 to ten years
           Computer Equipment and Software         Three to ten years
           Furniture and Fixtures                  Five years
           Leasehold Improvements                  Remaining lease term


 Intangible Assets

      Trademarks relate to costs incurred in connection with the  acquisition
 or 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 deposits,  capitalized
 loan and financing fees  and patents.  Capitalized  loan and financing  fees
 are amortized over the term of the credit agreement.

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

           Trademarks and servicemarks             Five to forty years
           Patents                                 Seven to eleven years

      We periodically  assess the  recoverability of  the carrying  value  of
 intangible  assets  in   relation  to  projected   earnings  and   projected
 undiscounted  cash  flows.   Based  on  our  assessment,   we  believe   our
 investments in intangible assets are fully realizable as of March 28, 2003.

      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 quarterly based upon
 the estimated future  tax effects  of the differences  in the  tax bases  of
 existing assets and liabilities and the related financial statement carrying
 amounts, using  currently enacted  tax laws  and  rates in  accordance  with
 Statement of Financial Accounting Standards No. 109,  "Accounting for Income
 Taxes" (See Note 4).

 Net Earnings (Loss) Per Share of Common Stock

      Net earnings  (loss) per  share  of common  stock  are based  upon  the
 weighted average number of common and common equivalent shares  outstanding.
 Outstanding stock options and common stock purchase warrants are treated  as
 common stock equivalents when dilution results from their assumed exercise.

 Revenue Recognition

      Our policy  is to  recognize revenue  upon shipment  of inventory,  and
 record an  estimate against  revenues for  possible returns  based upon  our
 historical return rate.  Subject to certain limitations, customers have  the
 right to return product within 60 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.


 Shipping and Handling

      On September 30, 2000, we adopted the provisions of the Emerging Issues
 Task Force, EITF 00-10, Accounting for Shipping and Handling Fees and Costs.
 Prior to September 30, 2000, we netted shipping fees against shipping costs.
 The net  difference  was included  in  cost  of sales  in  our  consolidated
 statements of operations.   The provisions  of EITF 00-10  provide that  all
 amounts billed to a customer in  a sale transaction related to shipping  and
 handling, if  any, represent  revenues earned  for  the goods  provided  and
 should be classified as revenue.   Accordingly, we have classified  shipping
 and handling fees as revenues in  our consolidated statements of  operations
 for the  fiscal year  ended March  28,  2003.   Previous periods  have  been
 restated to conform to fiscal 2003 presentation.

 Stock-based Compensation

      We have stock option plans under  which certain officers and  employees
 have been granted options. All the options have been granted at prices equal
 to the market value of the shares at the time of the grant and expire on the
 tenth anniversary  of  the  grant  date.  Our  stock-based  compensation  is
 measured in accordance  with the provisions  of Accounting Principles  Board
 Opinion No. 25  (APB 25),  "Accounting for  Stock Issued  to Employees"  and
 related interpretations. Accordingly, no compensation expense is  recognized
 for fixed option plans because the exercise prices of Employee stock options
 equal or exceed the market  prices of the underlying  stock on the dates  of
 grant.

       The  following  table  represents the effect on net loss and loss  per
 share if  we  had  applied  the fair  value  based  method  and  recognition
 provisions  of  Statement  of   Financial  Accounting  Standards  No.   123,
 "Accounting  for  Stock-Based   Compensation,"  to   stock  based   Employee
 compensation.

                              For the       For the      For the       For the
                              Fiscal        Fiscal         Six         Fiscal
                            Year Ended    Year Ended   Months Ended  Year Ended
                             Mar.  28,     Mar.  29,    Mar.  30,     Sept. 29,
                               2003          2002          2001         2000
                            ----------    ----------    ----------   ----------
 Net loss,  as reported    $(9,003,390)  $(3,582,428)  $(2,122,515) $(1,517,606)

 Deduct: Total stock-based
 employee compensation
 expense determined under
 the fair value method for
 all awards, net of related
 tax effects                   $(2,826)     $(10,710)    $(268,091)   $(471,041)

 Pro forma loss            $(9,006,216)  $(3,593,138)  $(2,390,606) $(1,988,647)

 Loss per share - basic
 and diluted:
 As reported                    $(1.01)       $(0.40)       $(0.27)      $(0.21)
 Pro forma                      $(1.01)       $(0.40)       $(0.30)      $(0.27)


 Recent Pronouncements

      In June 2002, the Financial Accounting Standards Board issued Statement
 No. 146, "Accounting for Costs Associated with Exit or Disposal  Activities"
 (SFAS 146).  SFAS 146 requires that  a liability be recognized for exit  and
 disposal costs only when the liability has been incurred and when it can  be
 measured at fair value.  This  statement is effective for exit and  disposal
 activities that are initiated after December 31, 2002.  This statement  will
 impact the timing of our recognition of liabilities for cost associated with
 exit or disposal activities.

      In  August  2001,  the  Financial  Accounting  Standards  Board  issued
 Statement No. 144, "Accounting for the Impairment or Disposal of  Long-Lived
 Assets"  (SFAS  144).   This   statement   supersedes  Statement  No.   121,
 "Accounting for  the  Impairment of  Long-Lived  Assets and  for  Long-Lived
 Assets to be Disposed of" (SFAS No. 121), but carries over the key  guidance
 from SFAS  121  in  establishing  the  framework  for  the  recognition  and
 measurement of long-lived  assets to be  disposed of by  sale and  addresses
 significant implementation issues.   SFAS No.  144 is  effective for  fiscal
 years beginning after December 15, 2001, with early adoption permitted.   We
 have adopted SFAS 144 effective March 30, 2002 and it did not have an impact
 on our financial statements when adopted.

 Adoption of Recent Pronouncements

      In June 2001, the Financial Accounting Standards Board issued Statement
 No. 142,  "Goodwill and  Other  Intangible Assets"  (SFAS  142).   SFAS  142
 requires that goodwill not be amortized but instead be tested for impairment
 at least annually by  reporting unit.  We  adopted SFAS 142 effective  March
 30, 2002.   As a  result, we ceased  recording amortization  of goodwill  on
 March 30, 2002.  Had  we ceased amortizing goodwill  as of the beginning  of
 fiscal 2002, net loss for  the fiscal year ended  March 29, 2002 would  have
 decreased by $284,000 ($0.03 per basic and diluted share).

       Goodwill is required  to be tested  for impairment  in a  transitional
 test upon adoption and  then at least annually  by reporting unit.  Goodwill
 impairment testing must also be performed more frequently if events or other
 changes in circumstances indicate that goodwill might be impaired. Under the
 provisions of SFAS  142, a  two step process  is used  to evaluate  goodwill
 impairment.  Under step one of the evaluation process, the carrying value of
 a reporting unit is compared to its  fair value to determine if a  potential
 goodwill impairment exists.  Under step two of the evaluation process, if  a
 potential goodwill impairment is identified during step one, then the amount
 of goodwill impairment, if  any, is measured  using a hypothetical  purchase
 price allocation approach.

      The results of our step one analysis indicated that we had a  potential
 impairment of goodwill.   In our step  two analysis, the  fair value of  the
 goodwill was  determined through  a third  party appraisal.   The  appraisal
 determined fair value to be the price that the assets could be sold for in a
 current arms-length transaction between  willing  parties.   As a result  of
 our step two impairment testing, we  recorded a non-cash "cumulative  effect
 of accounting  change"  increase  in our  net  loss  of  approximately  $7.4
 million.  As  of March  28, 2003 and March 29, 2002,  we  had $0   and  $7.4
 million  of   goodwill  recorded   on   our  consolidated   balance   sheet,
 respectively.

 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  our Board  of  Directors  (or a  Stock  Option  Committee
 comprised of members of our Board of Directors).

      The following table  contains transactional data  for our stock  option
 plan.
                                                         Exercise Price or
   Stock Option Plan                  Shares            Weighted Avg. Price
   -----------------                 ---------          -------------------
 Outstanding at October 1, 1999      1,087,799                 $7.695

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

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

 Granted                                29,375                 $1.30
 Exercised                                  --                    --
 Forfeited                             (10,125)                $8.09
                                     ---------          -------------------
 Outstanding at March 29, 2002         926,179                 $7.45

 Granted                                19,375                 $1.69
 Exercised                                  --                    --
 Forfeited                            (637,112)                $7.64
                                     ---------          -------------------
 Outstanding at March 28, 2003         308,442                 $6.695
                                     =========          ===================

                           Options Outstanding             Options Exercisable
                  --------------------------------------  ---------------------
                                   Weighted     Weighted               Weighted
                                   Average      Average                 Average
    Range of        Amount        Remaining     Exercise    Amount     Exercise
 Exercise Prices  Outstanding  Contractual Life   Price   Exercisable   Price
 ---------------  -----------  ---------------- --------  -----------  --------
  $0.95 - $2.00     58,125           8.71        $ 1.46     34,791     $ 1.38
  $6.13 - $7.50     91,817           4.88          7.07     91,817       7.07
  $7.88 - $9.44    158,500           6.25          8.40    158,500       8.40
                   -------                                 -------
                   308,442           6.30        $ 6.695   285,108     $ 7.11
                   =======                                 =======

      All options granted under the stock option plan were at exercise prices
 equal to or greater than the fair market value  of our stock on the date  of
 the grant.

      As of March 28, 2003, there were a total of 308,442 options outstanding
 with exercise prices ranging  from $0.95 to  $9.44.  As  of March 28,  2003,
 285,108  of  the  total  options  outstanding  were  fully  vested  with  an
 additional 23,334 vesting through January 2006.  As of March 29, 2002, there
 were a total of 926,179 options outstanding.  As of March 29, 2002,  896,178
 of the total options outstanding were fully vested with an additional 30,001
 vesting through April  2003.  As  of March 30,  2001, 921,094  of the  total
 options outstanding  were fully  vested with  an additional  85,835  options
 vesting through November  2002.  As  of September 29,  2000, 875,781 of  the
 total options  outstanding  were fully  vested  with an  additional  152,085
 options vesting through November 2002.

      Pro forma information regarding net income and net income per share has
 been determined as if we had accounted for employee stock options subsequent
 to December 31, 1995 under the fair value method.  The fair value for  those
 options was estimated  at the  date of  grant using  a Black-Scholes  option
 pricing model with the following weighted  average assumptions:  (i.)  risk-
 free interest rates of 4.10%, 4.15%,  4.29%, and 5.93% in 2003, 2002,  2001,
 and 2000 respectively;  (ii.) dividend  yield of  0% for  all years;  (iii.)
 expected volatility of 36%, 39%, 55%, and 49% in 2003, 2002, 2001, and 2000,
 respectively; and (iv.) weighted average expected life for each option of  3
 years.  The weighted average fair value of employee stock options granted in
 2003, 2002, 2001, and 2000 are $0.49, $0.41, $0.59, and $2.41, respectively.

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

                         For the       For the        For the       For the
                         Fiscal        Fiscal           Six         Fiscal
                          Year          Year           Months        Year
                          Ended         Ended          Ended         Ended
                         Mar. 28,      Mar. 29,       Mar. 30,      Sept. 29,
                          2003           2002           2001          2000
                       ----------     ----------     ----------    ----------
 Net loss:
    As reported       $(9,003,390)   $(3,582,428)   $(2,122,515)  $(1,517,606)
    Pro forma         $(9,006,216)   $(3,593,138)   $(2,390,606)  $(1,988,647)

 Loss per share -
  basic and diluted:
 As reported               $(1.01)        $(0.40)        $(0.27)       $(0.21)
 Pro forma                 $(1.01)        $(0.40)        $(0.30)       $(0.27)


 Repurchase of Common Stock

      On May 28, 1997, we approved  the repurchase of up to 1,000,000  shares
 of our  issued  and outstanding  common  stock  in the  open  market  and/or
 privately negotiated transactions. On October 28, 1998, we approved a second
 repurchase program of up to an additional 1,000,000 shares of our issued and
 outstanding common  stock in  the open  market and/or  privately  negotiated
 transactions.  As of March 28,  2003 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  credit agreement  currently
 prohibits the repurchase of any additional shares without the lender's prior
 consent.

 Net Earnings  Per Common Share

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

                         For the       For the        For the       For the
                         Fiscal        Fiscal        Six Month       Fiscal
                          Year          Year           Period        Year
                          Ended         Ended          Ended         Ended
                         Mar. 28,      Mar. 29,       Mar. 30,      Sept. 29,
                          2003           2002           2001          2000
                       ----------     ----------     ----------    ----------
 Numerator:
 ---------
 Net loss             $(9,003,390)   $(3,582,428)   $(2,122,515)  $(1,517,606)
                       ==========     ==========     ==========    ==========
 Denominator:
 -----------
 Weighted average
 shares outstanding     8,917,244      8,917,244      7,963,989     7,272,570

 Effect of dilutive
 securities:
   Warrants                    --             --             --            --
   Employee stock
    options                    --             --             --            --
                       ----------     ----------     ----------    ----------
 Adjusted weighted
  average shares and
  assumed conversions   8,917,244      8,917,244      7,963,989     7,272,570
                       ==========     ==========     ==========    ==========

 Per Share Calculations:
 ----------------------
 Basic and diluted
  loss per share           $(1.01)        $(0.40)        $(0.27)       $(0.21)
                       ==========     ==========     ==========    ==========

 Securities excluded
 from weighted average
 shares diluted because
 their effect would be
 antidilutive             308,442        926,179      2,006,929     2,027,866


 3.   NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS:

      As of March  28, 2003 and  March 29, 2002,  notes  payable and  capital
 lease obligations consisted of the following:

                                                      2003            2002
                                                   ----------      ----------
 Note payable under revolving line of credit,
   Interest ranging from prime minus 0.25% to
   prime plus 1.0% (4.25% at Mar. 28, 2003 and
   4.75% at Mar. 29, 2002) and LIBOR (3.76% at
   Mar. 28, 2003 and 4.35% at Mar. 29, 2002)
   due Mar. 27, 2004 and collateralized by
   substantially all assets.                      $17,521,601     $16,838,905

 Capital lease obligation, interest at 9%,
   payable in annual installments of principal
   and interest Totaling $55,000 through
   August 2005.                                       117,963         158,682

 Other                                                 43,271          75,684
                                                   ----------      ----------
      Total                                        17,682,835      17,073,271
 Less - current portion                               (71,082)        (73,132)
                                                   ----------      ----------
      Long-term debt and capital lease
        obligations, net                          $17,611,753     $17,000,139
                                                   ==========      ==========


 Credit Facilities

      We  have  a  Loan  and  Security  Agreement  with  Congress   Financial
 Corporation to finance our working capital requirements through March  2004.
 This agreement provides for revolving loans and letters of credit which,  in
 the aggregate, cannot exceed the lesser of $25 million or a "Borrowing Base"
 amount based on  specified percentages of  eligible accounts receivable  and
 inventories.  We are required to maintain certain net worth levels and as of
 March 28, 2003 we were in compliance with this requirement. As of March  28,
 2003, we had total available borrowings under our senior credit facility  of
 approximately $22.4  million  of  which  approximately  $17.5  million  were
 outstanding. Amounts  outstanding  under  the  senior  credit  facility  are
 secured by substantially all the assets of the Sport Supply Group, Inc.  and
 our subsidiaries.  Pursuant  to the  Loan  and Security  Agreement,  we  are
 restricted from, among other things, paying cash dividends and entering into
 certain transactions without the lender's prior consent and we are  required
 to maintain certain net worth levels.

      Maturities of our  capital lease obligations  and borrowings under  the
 senior credit facility  as of  March 28,  2003, by  fiscal year  and in  the
 aggregate, are as follows:

                2004                            $      71,082
                2005                               17,586,551
                2006                                   25,202
                Thereafter                                 --
                                                 ------------
                     Total                         17,682,835
                Less current portion                 (71,082)
                                                 ------------
                     Total long term portion    $  17,611,753
                                                 ============

      As of March 28, 2003 the carrying value of our long-term debt
 approximates its fair value.


 4.   INCOME TAXES:

      As of  March 28, 2003 and March  29,  2002 the  components of  the  net
 deferred tax assets and liabilities are as follows:

                                                      2003            2002
                                                   ----------      ----------
 Current deferred tax assets
 (liabilities):
 ---------------------------
      Allowances for doubtful accounts            $   189,800     $   198,910
      Inventories                                     933,698       1,068,038
      Other accrued liabilities                       401,975         392,091
      Valuation allowance for
        deferred tax assets                                --              --
                                                   ----------      ----------
      Total current deferred tax assets,
        net of valuation allowance                $ 1,525,472     $ 1,659,039

 Noncurrent deferred tax assets
 (liabilities):
 ------------------------------
      Depreciation expense                        $   (95,745)    $  (212,890)
      Intangible assets including goodwill
        and SAP costs                                (414,755)     (3,172,755)
      Net operating loss                            9,560,691       8,926,654
      Tax credit                                      486,236         486,236
      Valuation allowance for deferred
        tax assets                                 (5,561,674)     (2,186,059)
                                                   ----------      ----------
      Total non current deferred tax assets,
        net of valuation allowance                $ 3,974,753     $ 3,841,186
                                                   ==========      ==========

      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.  As
 of  March 28, 2003  we  have  net  deferred tax assets of approximately $5.5
 million,  inclusive of a $5.6 million valuation allowance.  We  believe  the
 net  deferred  tax  assets  will be realized through tax planning strategies
 available  in  future  periods  and  future  profitable  operating  results.
 Although realization is not assured,  we believe it is more  likely than not
 that our remaining net deferred  tax assets will be realized.  The amount of
 the deferred  tax asset considered  realizable, however, could be reduced or
 eliminated  in  the  near term  if  certain tax planning  strategies are not
 successfully  executed  or  estimates  of future taxable income  during  the
 carryforward period are reduced.

      The income tax  provision (benefit) in  the accompanying statements  of
 operations for the fiscal year ended  March 28, 2003, the fiscal year  ended
 March 29, 2002, the  six month period  ended March 30,  2001 and the  fiscal
 year ended September 29, 2000 consisted of the following:

                          2003           2002          2001           2000
                       ----------     ----------    ----------     ----------
 Current              $        --    $        --   $    (6,333)   $   118,115
 Deferred                      --             --    (1,224,720)    (1,042,000)
                       ----------     ----------    ----------     ----------
 Income tax benefit   $        --    $        --   $(1,231,053)   $  (923,885)
                       ==========     ==========    ==========     ==========


      The provision (benefit) for income taxes in the accompanying statements
 of operations for  the fiscal  year ended March  28, 2003,  the fiscal  year
 ended March 29,  2002, the six  month period ended  March 30,  2001 and  the
 fiscal year ended September 29, 2000 differ from the statutory federal  rate
 as follows:

                            2003          2002          2001          2000
                         ----------    ----------    ----------    ----------
 Income tax benefit
  at statutory
  federal rate          $(3,061,153)  $(1,269,060)  $(1,140,213)  $  (830,107)
 Permanent differences       37,683        65,965            --            --
 State income taxes,
  net of federal effect    (352,145)     (605,116)     (105,254)      (75,865)
 Increase in valuation
  reserve                 3,375,615      2,186,059           --            --
 Other                           --       (377,848)      14,414       (17,913)
                         ----------     ----------    ----------   ----------
 Total benefit for
     income taxes       $        --    $        --   $(1,231,053) $  (923,885)
                         ==========     ==========    ==========   ==========


 5.   COMMITMENTS AND CONTINGENCIES:

 Leases

      We lease a significant 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:


                           2004          1,790,962
                           2005          1,333,661
                           2006            340,346
                           2007            225,045
                           2008              1,109
                                         ---------
                                Total   $3,691,123
                                         =========


      Rent expense was approximately $2,288,000, $2,199,000, $1,056,000,  and
 $1,935,000 for the fiscal year ended  March 28, 2003, the fiscal year  ended
 March 29, 2002, the six  month period ended March  30, 2001, and the  fiscal
 year ended September 29, 2000, respectively.

 Product Liability and Other Claims

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

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

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


 6.   EMPLOYEES' SAVINGS PLAN:

      Effective June 1,  1993, we established  a defined contribution  profit
 sharing plan (our "401(k) Plan") for the benefit of eligible employees.  All
 employees with 90 days of service  and who have attained  the age of 21  are
 eligible to participate in our 401(k) Plan.  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  United
 States Internal Revenue Code.

      Our 401(k) Plan contains provisions that allow us to make discretionary
 contributions during each plan year.  Employer contributions for the  fiscal
 year ended March 28,  2003, the fiscal  year ended March  29, 2002, the  six
 month period ended March 30, 2001,  and the fiscal year ended September  29,
 2000 were approximately $0, $0, $26,000, and $89,000, respectively.  We  pay
 all administrative expenses of our 401(k) Plan.

<PAGE>

 7. UNAUDITED STATEMENT OF OPERATIONS DATA:

<TABLE>
      The following  table  sets  forth  certain  information  regarding  our
 results of operations  for each full  quarter within the  fiscal year  ended
 March 28, 2003,  the fiscal year  ended March 29,  2002, and  the six  month
 period ended March 30, 2001, with amounts in thousands, except for per share
 data.  Due to rounding, quarterly amounts may not
 fully sum to yearly amounts.


                                      2003 Fiscal Year
                                      ----------------

                                       Qtr        Qtr       Qtr        Qtr
    Statement of                      ended      ended     ended      ended
  Operations Data:          Year       June      Sept.      Dec.       Mar.
  ---------------         -------     ------     ------    ------    ------
<S>                     <C>         <C>        <C>       <C>       <C>
 Net revenues            $102,617    $26,773    $26,087   $18,518   $31,238
 Gross profit              30,029      8,139      8,032     5,067     8,791
 Operating profit (loss)     (943)       513        175    (2,380)      749
 Interest expense             629        168        147       136       177
 Other income
   (expense), net              11         (8)         4        21        (6)
 Income tax provision
   (benefit)                   --        127         10      (136)       --
 Net earnings (loss)
  before Cumulative
  effect of Accounting
  change                    1,561        210         22    (2,359)      566
 Cumulative effect of
 Accounting change         (7,442)    (7,442)        --        --        --
 Net earnings (loss)      $(9,003)   $(7,232)       $22   $(2,359)     $566

 Net earnings (loss)
  per share Basic
  and diluted              $(1.01)    $(0.81)     $0.00    $(0.26)    $0.06

 Weighted average
  shares outstanding -
   basic                    8,917      8,917      8,917     8,917     8,917
   diluted                  8,917      8,917      8,917     8,917     8,917



                                      2002 Fiscal Year                              2001 Fiscal Year
                                      ----------------                              ----------------
                                                                              Six Month
                                       Qtr        Qtr       Qtr       Qtr       Period      Qtr      Qtr
   Statement of                       ended      ended     ended     ended      ended      ended    ended
 Operations Data:          Year        June      Sept.      Dec.      Mar.       Mar.       Dec.     Mar.
 ----------------         -------     ------     ------    ------    ------     ------     ------   ------
 <S>                     <C>         <C>        <C>       <C>       <C>        <C>        <C>      <C>
 Net revenues            $103,601    $27,955    $28,245   $17,043   $30,358    $50,336    $18,201  $32,135
 Gross profit              29,495      7,939      7,888     4,832     8,835     13,936      4,917    9,019
 Operating profit
  (loss) (note 1)          (2,790)      (266)      (246)   (3,112)      834     (2,411)    (2,994)     583
 Interest expense             985        332        261       219       173        957        533      424
 Other income, net            193         75         --        11       107         14          2       12
 Income tax provision
   (benefit)                   --       (189)      (186)      375        --     (1,231)    (1,297)      66
 Net earnings (loss)     $ (3,582)   $  (333)   $  (322)  $(3,695)  $   768    $(2,123)   $(2,228) $   105
                          -------     ------     ------    ------    ------     ------     ------   ------
 Net earnings (loss)
   per share -
   Basic and diluted       $(0.40)    $(0.04)    $(0.04)   $(0.41)    $0.09     $(0.27)    $(0.31)   $0.01

 Weighted average
  shares outstanding -
    basic                   8,917      8,915      8,915     8,915     8,917      7,964      7,270    8,643
    diluted                 8,917      8,915      8,915     8,915     8,917      7,964      7,273    8,649


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


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

      During our two most recent fiscal years,  no independent accountant who
 was engaged as the principal accountant  to audit our financial  statements,
 or any  independent  accountant  who was  engaged  to  audit  a  significant
 subsidiary on whom the principal accountant expressed reliance in its report
 has resigned or was dismissed.


                                  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  on or  about
 August 28, 2003, which information is incorporated herein by reference,  and
 Part I. Item 1. -- "Business - Directors and Executive Officers".


 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 on  or about  August 28,  2003, 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 on or about August 28, 2003, 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 or about August  28, 2003, which information  is
 incorporated herein by reference.


 Item 14.  Controls and Procedures
           -----------------------

      Within the  90-day  period prior  to  the  filing of  this  report,  an
 evaluation was carried out under the supervision and with the  participation
 of our management, including our Chief Executive Officer and Chief Financial
 Officer, of the effectiveness of the design and operation of our  disclosure
 controls and procedures (as  defined in Exchange Act  Rules 13a-14 and  15d-
 14.) Based  upon that  evaluation, our  Chief  Executive Officer  and  Chief
 Financial Officer concluded that the design and operation of our  disclosure
 controls and procedures were effective.  No significant changes were made in
 our internal controls or  in other factors  that could significantly  affect
 these controls subsequent  to the date  of their  evaluation, including  any
 corrective actions  with regard  to  significant deficiencies  and  material
 weaknesses.


 Item 15.  Principal Accountant Fees and Services
           --------------------------------------

      See the discussion  under the  caption "Principal  Accountant Fees  and
 Services" contained  in  the  Proxy Statement  for  the  Annual  Meeting  of
 Stockholders to be held  on or about August  28, 2003, which information  is
 incorporated herein by reference.



                                   PART IV.

 Item 16.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
           ----------------------------------------------------------------

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


 (a) (2)   Supplemental Schedule Supporting Financial Statements. See Page 45

 (a) (3)   Management Contract or Compensatory Plan.  [See Index to
           Exhibits].  [Each of the following Exhibits described on
           the Index to Exhibits is a management contract or compensatory
           plan: Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7,
           10.8, 10. 27, 10.31, 10.32, and 10.33].

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

 (c)       Exhibits.  See Index to Exhibits


<PAGE>


                                  SIGNATURES


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

 Dated: July 11, 2003

                                 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 below on July 11, 2003 by the following  persons
 on behalf of the registrant and in the capacities indicated.

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

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


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


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


    /s/ Carl D. Harnick               Director
    ----------------------
     Carl D. Harnick


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


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

<PAGE>

                                CERTIFICATIONS

 I, Geoffrey P. Jurick, certify that:

   1. I have reviewed this annual report on Form  10-K of Sport Supply Group,
      Inc.;

   2. Based on my knowledge,  this annual report does not  contain any untrue
      statement of a material fact or omit to state a material fact necessary
      to make the statements made, in light  of the circumstances under which
      such statements were  made, not misleading  with respect to  the period
      covered by this annual report;

   3. Based on  my knowledge, the  financial statements, and  other financial
      information included  in  this annual  report,  fairly  present in  all
      material respects the  financial condition,  results of  operations and
      cash flows of the registrant as  of, and for, the  periods presented in
      this annual report;

   4. The registrant's  other certifying officers  and I are  responsible for
      establishing and  maintaining  disclosure controls  and  procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

        a) designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including its
           consolidated subsidiaries, is made known to us by others within
           those entities, particularly during the period in which this
           annual report is being prepared;

        b) evaluated the effectiveness of the registrant's disclosure
           controls and procedures as of a date within 90 days prior to the
           filing date of this annual report (the "Evaluation Date"); and

        c) presented in this annual report our conclusions about the
           effectiveness of the disclosure controls and procedures based on
           our evaluation as of the Evaluation Date;

   5. The registrant's other certifying officers  and I have disclosed, based
      on our most  recent evaluation,  to the  registrant's auditors  and the
      audit  committee  of  registrant's  board  of   directors  (or  persons
      performing the equivalent functions):

        a) all significant deficiencies in the design or operation of
           internal controls which could adversely affect the registrant's
           ability to record, process, summarize and report financial data
           and have identified for the registrant's auditors any material
           weaknesses in internal controls; and

        b) any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
           internal controls; and

   6. The registrant's other certifying officers and I have indicated in this
      annual report  whether  there  were  significant  changes  in  internal
      controls or in other  factors that could  significantly affect internal
      controls  subsequent  to  the  date  of  our  most  recent  evaluation,
      including  any   corrective   actions   with   regard  to   significant
      deficiencies and material weaknesses.


 Date: July 11, 2003
                                    By: /s/ Geoffrey P. Jurick
                                    --------------------------
                                    Geoffrey P. Jurick
                                    Chief Executive Officer

<PAGE>

 I, Robert K. Mitchell, certify that:

   1. I have reviewed this annual report on Form  10-K of Sport Supply Group,
      Inc.;

   2. Based on my knowledge,  this annual report does not  contain any untrue
      statement of a material fact or omit to state a material fact necessary
      to make the statements made, in light  of the circumstances under which
      such statements were  made, not misleading  with respect to  the period
      covered by this annual report;

   3. Based on  my knowledge, the  financial statements, and  other financial
      information included  in  this annual  report,  fairly  present in  all
      material respects the  financial condition,  results of  operations and
      cash flows of the registrant as  of, and for, the  periods presented in
      this annual report;

   4. The registrant's  other certifying officers  and I are  responsible for
      establishing and  maintaining  disclosure controls  and  procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

        a) designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including its
           consolidated subsidiaries, is made known to us by others within
           those entities, particularly during the period in which this
           annual report is being prepared;

        b) evaluated the effectiveness of the registrant's disclosure
           controls and procedures as of a date within 90 days prior to the
           filing date of this annual report (the "Evaluation Date"); and

        c) presented in this annual report our conclusions about the
           effectiveness of the disclosure controls and procedures based on
           our evaluation as of the Evaluation Date;

   5. The registrant's other certifying officers  and I have disclosed, based
      on our most  recent evaluation,  to the  registrant's auditors  and the
      audit  committee  of  registrant's  board  of   directors  (or  persons
      performing the equivalent functions):

        a) all significant deficiencies in the design or operation of
           internal controls which could adversely affect the registrant's
           ability to record, process, summarize and report financial data
           and have identified for the registrant's auditors any material
           weaknesses in internal controls; and

        b) any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
           internal controls; and

   6. The registrant's other certifying officers and I have indicated in this
      annual report  whether  there  were  significant  changes  in  internal
      controls or in other  factors that could  significantly affect internal
      controls  subsequent  to  the  date  of  our  most  recent  evaluation,
      including  any   corrective   actions   with   regard  to   significant
      deficiencies and material weaknesses.



 Date: July 11, 2003
                                    By: /s/ Robert K. Mitchell
                                    --------------------------
                                    Robert K. Mitchell
                                    Chief Financial Officer


<PAGE>
<TABLE>

                  SPORT SUPPLY GROUP, INC. AND SUBSIDIARIES
               Schedule II -- Valuation and Qualifying Accounts
       For The Year Ended March 28, 2003, The Year Ended March 29, 2002,
 The Six Month Period Ended March 30, 2001, and The Year Ended September 29, 2000


                                                       -------Additions-------
                                          Balance at   Charged to   Charged to                Balance at
                                          Beginning    costs and       other                    End of
                                          of Period     expense    accounts (1) Deductions (2)  Period
                                          ----------   ----------  -----------   ----------   ----------
  <S>                                    <C>          <C>          <C>          <C>          <C>
  Allowance for Doubtful Accounts
  -------------------------------
  Year ended March 28, 2003              $   524,406  $   451,367  $         -  $   475,687  $   500,086

  Year ended March 29, 2002              $   929,128  $   351,306  $         -  $   756,028  $   524,406

  Six Month period ended March 30, 2001  $   836,356  $   220,884  $         -  $   128,112  $   929,128

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


  (1) Amounts consist primarily of reserves added for acquired entities.
  (2) Amounts consist primarily of asset write-offs.

</TABLE>
<PAGE>

                              INDEX TO EXHIBITS

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

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

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

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

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

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

 10.1       Form of Severance Agreement entered into between
            the Company and Mitch Labov dated March 24, 1999
            (incorporated by reference from Exhibit 10.31 to the
            Company's Report on Form 10-K for the fiscal year
            ended March 29, 2002).

 10.2       Employment Agreement entered into by and between the Company
            and Michael Glassman dated April 1, 2001 (incorporated by
            reference from Exhibit 10.27 to the Company's Report on Form
            10-K for the fiscal year ended March 30, 2001).

 10.3       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).

 10.4       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 fiscal year ended November 1,
            1996).

 10.5       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 2,
            1999).

 10.6       Form of Severance Agreement 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).

 10.7       Form of Severance Agreement entered into between the Company
            and John Bals dated February 8, 2002 (incorporated by
            reference from Exhibit 10.32 to the Company's Report on Form
            10-K for the fiscal year ended March 29, 2002).

 10.8       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)).

 10.9       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)).

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

<PAGE>

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

 10.11      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)).

 10.12      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)).

 10.13      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).

 10.14      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).

 10.15      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).

 10.15.1    Second Amendment to 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).

 10.16      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)).

 10.17      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).

 10.17.1    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).

 10.18      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).

 10.19      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).

 10.20      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).

 10.21.1    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
            fiscal year ended September 26, 1997).

 10.22      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).

<PAGE>

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

 10.22.1    First Amendment to 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 10.2 to the Company's Report on Form 10-Q for
            the quarter ended June 28, 2002).

 10.23      Services Agreement between the Company and EJB Development
            dated March 1, 2001 (incorporated by reference from Exhibit
            10.27 to the Company's Report on Form 10-K for the fiscal
            year ended March 30, 2001).

 10.24      Loan and Security Agreement dated March 27, 2001 by and
            between the Company and Congress Financial Corporation
            (incorporated by reference from Exhibit 10.29 to the
            Company's Report on Form 10-K for the year ended March 30,
            2001).

 10.24.1    First Amendment to Loan and Security Agreement dated October
            1, 2002 by and between the Company and Congress Financial
            Corporation (incorporated by reference from Exhibit 10.2 to
            the Company's Report on Form 10-Q for the quarter ended
            December 27, 2002).

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

 10.26      Employment Agreement by and between the Company and Eugene
            J.P. Grant dated January 1, 2001 (incorporated by reference
            from Exhibit 10.1 from the Company's Report on Form 10-Q for
            the quarter ended June 28, 2002).

 10.27      Employment Agreement by and between the Company and Wayne
            Merritt dated January 16, 2003 (incorporated by reference
            from Exhibit 10.1 from the Company's Report on Form 10-Q for
            the quarter ended December 27, 2002).

 10.28 (*)  Form of Indemnification Agreement by and between the Company
            and the Company's General Counsel and Carl D. Harnick dated
            April 1, 2003.

 21 (*)     Subsidiaries of the Registrant.

 23.1 (*)   Consent of Independent Auditors.

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

 99.1 (*)   Certification of the Company's Chief Executive Officer
            pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
            Section 906 of the Sarbanes-Oxley Act of 2002.

 99.2 (*)   Certification of the Company's Chief Financial Officer
            pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
            Section 906 of the Sarbanes-Oxley Act of 2002.

 -----------------------------
 ( * )   =      Filed Herewith