UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549


                            FORM 10-Q


  X       Quarterly Report Pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934

          For the quarterly period ended May 31, 1997


                  Commission file number 0-24450


              RAWLINGS SPORTING GOODS COMPANY, INC.
      (Exact Name of Registrant as Specified in its Charter)

          Delaware                                43-1674348
(State or Other Jurisdiction                   (I.R.S. Employer
of Incorporation or Organization)             Identification No.)

          1859 Intertech Drive, Fenton, Missouri  63026
       (Address of Principal Executive Offices) (Zip Code)

                          (314) 349-3500
       (Registrant's Telephone Number, Including Area Code)

          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        

     Number of shares outstanding of the issuer's Common Stock,
par value $0.01 per share, as of June 6, 1997:  7,718,826 shares.



<PAGE>


Part I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

<TABLE>


      Rawlings Sporting Goods Company, Inc. and Subsidiaries

                Consolidated Statements of Income
          (Amounts in thousands, except per share data)
                           (Unaudited)

<CAPTION>
                                            Quarter Ended                          Nine Months Ended
                                               May 31,                                  May 31,
                                       1997             1996                 1997                1996

<S>                                  <C>               <C>                 <C>                 <C>
Net revenues                         $39,859           $39,107             $120,977            $125,963
Cost of goods sold                    27,274            26,552              82,518               86,532 
Gross profit                          12,585            12,555              38,459               39,431 
Selling, general and
  administrative expenses              8,462             8,715              25,862               26,274
Operating income                       4,123             3,840              12,597               13,157 
Interest expense, net                    864               984               2,550                2,963 
Other expense, net                        53                50                 151                  211 
Income before income taxes             3,206             2,806               9,896                9,983 
Provision for income taxes             1,202             1,100               3,711                3,913 
  Net income                         $ 2,004           $ 1,706            $  6,185             $  6,070 
Average number of common 
shares outstanding                     7,715             7,686               7,708                7,676 

Net income per common 
share                                $  0.26           $  0.22             $  0.80             $   0.79 

</TABLE>


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


<PAGE>



      Rawlings Sporting Goods Company, Inc. and Subsidiaries

                   Consolidated Balance Sheets
            (Amounts in thousands, except share data)
                           (Unaudited)


                                                  May 31,      August 31,
                                                  1997           1996
Assets
Current Assets:
  Cash and cash equivalents                   $   1,216        $     789 
  Accounts receivable, net of 
   allowance of $1,414 and $1,498 
   respectively                                  35,527           30,090 
  Inventories                                    31,332           32,415 
  Prepaid expenses                                  432            1,472 
  Deferred income taxes                           3,161            3,162 
    Total current assets                         71,668           67,928 
Property, plant and equipment, net                8,817            7,860 
Other assets                                        576              698 
Deferred income taxes                            22,280           25,766 
    Total assets                              $ 103,341        $ 102,252 

Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable                            $   6,511        $   9,119 
  Accrued liabilities                             9,777            8,461 
    Total current liabilities                    16,288           17,580 
Long-term debt                                   35,000           38,700 
Other long-term liabilities                      11,204           11,508 
    Total liabilities                            62,492           67,788 
Stockholders' equity:
  Preferred stock, none issued                        -                - 
  Common stock, 7,718,826 and 7,697,527
    shares issued and outstanding,
    respectively                                     77               77 
  Additional paid-in capital                     26,020           25,820 
  Retained earnings                              14,752            8,567 
  Stockholders' equity                           40,849           34,464 
    Total liabilities and 
    stockholders' equity                      $ 103,341        $ 102,252 




The accompanying notes are an integral part of these consolidated
balance sheets.


<PAGE>






      Rawlings Sporting Goods Company, Inc. and Subsidiaries

               Consolidated Statements of Cash Flow
                      (Amounts in thousands)
                           (Unaudited)

                                                     Nine Months Ended    
                                                          May 31,          
                                                   1997           1996   
                                                                         
Cash flows from operating activities:                                    
  Net income                                     $6,185         $  6,070 
  Adjustments to reconcile net 
  income to net cash provided by 
  operating activities:
Depreciation and amortization                       912              837 
    Deferred income taxes                         3,487            3,737 
  Changes in operating assets 
  and liabilities:
    Accounts receivable, net                    (5,437)          (12,768)
 Inventories                                      1,083           (2,327)
    Prepaid expenses                              1,040              413 
    Other assets                                   (18)               71 
    Accounts payable                            (2,608)            1,479 
    Accrued liabilities and other                 1,024            2,609 
Net cash provided by operating 
activities                                        5,668              121 
Cash flows from investing 
activities:
  Capital expenditures                          (1,741)             (973)
Cash flows from financing activities:
  Net repayments of long-term debt              (3,700)             (400)
  Payment from former parent related to
  purchase price settlement                          -               275 
  Issuance of common stock                          200              263 
Net cash (used in) provided by 
financing activities                            (3,500)              138 
Net increase (decrease) in cash 
and cash equivalents                                427             (714)
Cash and cash equivalents, 
beginning of period                                 789            1,337 
Cash and cash equivalents, 
end of period                                   $1,216          $    623 




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


<PAGE>




      Rawlings Sporting Goods Company, Inc. and Subsidiaries

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1:   Summary of Significant Accounting Policies.

     The accompanying unaudited interim consolidated financial
statements have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission pertaining
to interim financial information and do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements.  These
financial statements should be read in conjunction with the
consolidated financial statements and accompanying notes included
in the Company's Annual Report for the year ended August 31,
1996.  In the opinion of management, all adjustments consisting
only of normal recurring adjustments considered necessary for a
fair presentation of financial position and results of operations
have been included therein.  The results for the nine months
ended May 31, 1997 are not necessarily indicative of the results
that may be expected for a full fiscal year.

Note 2:   Inventories

     Inventories consisted of the following (in thousands):

                                   May 31,        August 31,
                                    1997            1996

Raw materials                      $ 5,656          $ 5,624

Work in process                      2,052            1,899

Finished goods                      23,624           24,892

                                   $31,332          $32,415


<PAGE>





Item 2.   Management's Discussion and Analysis of Results of
          Operations and Financial Condition


RESULTS OF OPERATIONS

               Quarter Ended May 31, 1997 Compared
                 with Quarter Ended May 31, 1996


     Net revenues in the quarter ended May 31, 1997 were
$39,859,000, or 1.9 percent higher than net revenues of
$39,107,000 in the comparable quarter last year.  Improved net
revenues from inflatables (basketballs, footballs and
volleyballs) and apparel partially offset by lower net revenues
from baseball-related products and licensing were primarily
responsible for the increase.  The increase in inflatables net
revenues was primarily the result of a new volleyball product
sold to a corporate customer for a promotion.  Apparel net
revenues improved during the quarter as revenues for both special
order and stock apparel products improved.  The decline in net
revenues from baseball-related products was primarily confined to
baseballs with most other baseball product categories showing
increases.

     Gross margin in the quarter ended May 31, 1997 was 31.6
percent, .5 margin points lower than the gross margin of 32.1
percent in the comparable quarter last year.  The lower gross
margin was primarily the result of lower licensing revenues
related to a domestic licensee.  This licensee has indicated that
it expects its results related to Rawlings' licensed products to
improve in the fiscal fourth quarter.

     Selling, general and administrative (SG&A) expenses were
$8,462,000 in the quarter ended May 31, 1997, or 2.9 percent
lower than SG&A expenses of $8,715,000 in the comparable prior
year quarter.  As a percent of net revenues, SG&A expenses were
21.2 percent in the quarter ended May 31, 1997 compared with 22.3
percent in the comparable prior year quarter.

     Interest expense was $864,000 in the quarter ended May 31,
1997, or 12.2 percent lower than interest expense of $984,000 in
the comparable prior year quarter.  Lower average debt
outstanding was primarily responsible for the decrease.

<PAGE>



             Nine Months Ended May 31, 1997 Compared
             with the Nine Months Ended May 31, 1996

     Net revenues for the nine months ended May 31, 1997 were
$120,977,000, or 4.0 percent below net revenues of $125,963,000
in the comparable nine month period last year.  Lower net
revenues from baseball-related products, partially offset by
higher net revenues from inflatables and apparel, were primarily
responsible for the net revenues decline.  Lower net revenues
from baseball gloves primarily resulted from two major warehouse
clubs exiting the baseball category and a decline at a major mass
merchandiser who entered the 1997 selling season with excess
inventory.  Preliminary indications from this mass merchandiser
indicate that baseball glove purchases will be increased for the
1998 season.

     Gross margin for the nine months ended May 31, 1997 was 31.8
percent, .5 margin points higher than the comparable period last
year.  Higher margins from apparel and basketball products were
primarily responsible for the improved margin.

     SG&A expenses for the nine months ended May 31, 1997 were
$25,862,000, or 1.6 percent lower than SG&A expenses of
$26,274,000 in the comparable prior year period.  As a percent of
net revenues, SG&A expenses were 21.4 percent in the nine months
ended May 31, 1997, compared with 20.9 percent in the comparable
prior year nine month period.  The decline in net revenues and a
large amount of fixed expenses resulted in the modest increase in
SG&A as a percent of net revenues.

     Interest expense for the nine months ended May 31, 1997 was
$2,550,000, or 13.9 percent lower than interest expense of
$2,963,000 in the comparable nine month period last year.  The
decrease is primarily the result of lower average borrowings.

     The effective tax rate of 37.5 percent for the nine months
ended May 31, 1997 was 1.7 points lower than the effective tax
rate of 39.2 percent in the comparable prior year nine month
period.  The decrease in the effective tax rate is the result of
lower foreign effective tax rates on a portion of the Company's
income generated and indefinitely reinvested in Costa Rica.  The
Company expects its fiscal 1997 effective tax rate, based on its
current mix of domestic and foreign earnings, to be approximately
37 to 38 percent.

<PAGE>



Seasonality

     Net revenues of baseball equipment and related team uniforms
are highly seasonal. Customers historically have placed orders
with the Company for baseball-related products beginning in July
for shipment beginning in October (pre-season orders). These pre-
season orders from customers historically represented
approximately 75 percent to 80 percent of the customers'
anticipated needs for the entire baseball season. The amount of
these pre-season orders historically determined the Company's net
revenues and profitability between October 1 and March 31. The
Company then receives additional orders (fill-in orders) which
depend upon customers' actual sales of products during the
baseball season (sell-through). Fill-in orders are typically
received by the Company between February and May. These orders
historically represented approximately 20 percent to 25 percent
of the Company's sales of baseball-related products during a
particular season.  Pre-season orders for certain baseball-
related products from certain customers are not required to be
paid until early spring.  These extended terms increase the risk
of collectability related to accounts receivable.  In fiscal 1996
and 1997, customers have begun placing their pre-season orders
later and a larger percentage of orders are fill-in orders.  In
addition, with an increasing number of customers on automatic
replenishment systems more and more orders are received on a
ship-at-once basis.  This change has resulted in shipments to the
customer closer to the time the products are actually sold.  This
trend has and may continue to have the effect of shifting the
seasonality and quarterly results of the Company with higher
inventory and debt levels required to meet orders for immediate
delivery.  The sell-through of baseball-related products also
affects the amount of inventory held by customers at the end of
the season which is carried over by the customer for sale in the
next baseball season. Customers typically adjust their pre-season
orders for the next baseball season to account for the level of
inventory carried over from the preceding baseball season.
Football equipment and related team uniforms are both shipped by
the Company and sold by retailers primarily in the period between
March 1 and September 30. Basketballs and related team uniforms
generally are shipped and sold throughout the year. Because the
Company's sales of baseball-related products exceed those of its
other products, Rawlings' business is seasonal, with its highest
net revenues and profitability recognized between November 1 and
April 30.


<PAGE>




     Except for the historical information contained herein, the
matters outlined in the management's discussion and analysis are
forward looking statements that involve risks and uncertainties,
including quarterly fluctuation in results, retail sell rates for
the Company's products which may result in more or less orders
than those anticipated and the impact of competitive products and
pricing.  In addition, other risks and uncertainties are detailed
from time to time in the Company's SEC reports, including the
report on Form 10-K for the year ended August 31, 1996.


Liquidity and Capital Resources

     Working capital increased $5,032,000 for the nine months
ended May 31, 1997, primarily the result of the seasonal increase
in accounts receivable.

     Cash flows provided by operating activities for the nine
months ended May 31, 1997 were $5,668,000, or $5,547,000 higher
than the $121,000 provided in the comparable prior year period. 
The increase is primarily the result of a smaller build in
accounts receivable.

     Capital expenditures were $1,741,000 for the nine months
ended May 31, 1997 compared to $973,000 in the comparable prior
year period.  With additional planned equipment purchases, the
Company expects capital expenditures of approximately $2,700,000
in fiscal 1997.

     The Company had net repayment of debt of $3,700,000 in the
nine months ended May 31, 1997.  This resulted in total debt at
May 31, 1997 of $35,000,000, $8,500,000, or 19.5 percent, below
total debt as of May 31, 1996.


<PAGE>






                             Part II.
                        OTHER INFORMATION

Item 1.   Legal Proceedings

     The Company previously reported that on November 22, 1995 a
class action complaint was filed in the United States District
Court for the Eastern Division of the Eastern District of
Missouri by Henry G. Jakobe, Jr., against the Company, Mr. Carl
J. Shields, Chairman, CEO and President of the Company, and
Howard B. Keene, Chief Operating Officer of the Company.  The
complaint alleged, among other things, that the defendants
violated the federal securities laws by making false and
misleading statements regarding the impact of the Major League
Baseball strike on the Company's business. 

     The Company and the individual defendants denied, and
continue to deny, all allegations in the litigation.  On
September 23, 1996, the District Court granted in part and denied
in part the defendants' Motion to Dismiss.  The dismissal order
limited plaintiffs class claims to open market purchasers of the
Company's common stock between March 17, 1995 and June 30, 1995. 
Subsequent to the dismissal order, the parties agreed to settle
the litigation to avoid potentially protracted and costly
litigation, and entered into a Settlement Agreement on January
13, 1997.

     By order dated February 13, 1997, the District Court
approved a settlement class on behalf of open market purchasers
of the Company's common stock during the period of March 17, 1995
through June 30, 1995 inclusive.  Following a class settlement
hearing on May 16, 1997, the District Court entered its Final
Judgment and Order with Respect to Settlement Approval on May 23,
1997, effectively terminating the litigation.  The Company's
consideration for the settlement was not material and a
substantial portion of the settlement consideration was paid by
the Company's insurance company.

Item 2.   Material Modification of Rights of Registrant's
          Securities

          None.

Item 3.   Defaults on Senior Securities

          None.



<PAGE>




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

          None. 

Item 5.   Other Information

          None.

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               10.1  Amendment No. 4 dated May 30, 1997 to the Credit
                     Agreement by and among Rawlings Sporting Goods
                     Company, Inc., The First National Bank of Chicago,
                     as agents and certain lenders named therein.

          (b)  Reports on Form 8-K

               None.


<PAGE>



                            SIGNATURES

     Pursuant to the requirements 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.



                         RAWLINGS SPORTING GOODS COMPANY, INC.



Date:  July 8, 1997      /s/ CARL J. SHIELDS
                         Carl J. Shields
                         Chairman, CEO and President



Date:  July 8, 1997      /s/ PAUL E. MARTIN
                         Paul E. Martin
                         Chief Financial Officer
                         (Principal Accounting Officer)