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 November 30, 1996


                 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 December 16, 1996:  7,705,721
shares.




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Part I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

      Rawlings Sporting Goods Company, Inc. and Subsidiaries

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



                                            Three Months Ended   
                                                 November 30,    
                                             1996       1995  

Net revenues.............................. $ 28,259    $ 35,451 
Cost of goods sold........................   19,441      24,528 
  Gross profit............................    8,818      10,923 
Selling, general and administrative               
expenses..................................    8,142       8,456 
  Operating income........................      676       2,467 
Interest expense, net.....................      738         902 
Other expense, net........................       30         102 
  Income (loss) before income taxes.......      (92)      1,463 
Provision (benefit) for income
taxes.....................................      (34)        573 
  Net income (loss)....................... $    (58)   $    890 
               
Average number of common shares 
outstanding...............................    7,701       7,664 
               
Net income (loss) per common share........ $  (0.01)   $   0.12 
               







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

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      Rawlings Sporting Goods Company, Inc. and Subsidiaries

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


                                         November 30,    August 31,
                                            1996            1996   

Assets
Current Assets:
  Cash and cash equivalents.......     $       926     $     789 
  Accounts receivable, net of 
  allowance of $1,484 and $1,498 
  respectively....................          34,001        30,090 
  Inventories.....................          37,118        32,415 
  Prepaid expenses................             798          1,472 
  Deferred income taxes...........           3,161         3,162 
    Total current assets..........          76,004        67,928 
Property, plant and equipment, net           7,747         7,860 
Other assets......................             661           698 
Deferred income taxes.............          25,938        25,766 
    Total assets..................     $   110,350      $ 102,252 

Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable................     $     6,989      $  9,119
  Accrued liabilities.............           9,590         8,461 
    Total current liabilities.....          16,579        17,580 
Long-term debt....................          47,800        38,700 
Other long-term liabilities.......          11,508        11,508 
    Total liabilities.............          75,887        67,788 
Stockholders' equity:              
  Preferred stock, none issued....               -             - 
  Common stock, 7,703,435 and 7,697,527           
    shares issued and outstanding,
    respectively..................              77            77 
  Additional paid-in capital......          25,877        25,820 
  Retained earnings...............           8,509         8,567 
  Stockholders' equity............          34,463        34,464 
    Total liabilities and stockholders'           
    equity........................     $   110,350     $ 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)


                                               Three Months Ended
                                                   November 30,  
                                                1996        1995   

Cash flows from operating activities:
  Net income (loss)........................   $   (58)    $   890 
  Adjustments to reconcile net income to               
  net cash used in operating activities:               
    Depreciation and amortization..........       303        262 
    Deferred income taxes..................      (171)       569 
  Changes in operating assets and liabilities:              
    Accounts receivable, net...............    (3,911)   (10,962)
    Inventories............................    (4,703)    (1,953)
    Prepaid expenses.......................       674        416 
    Other assets...........................        (9)       (48)
    Accounts payable.......................    (2,130)     1,178 
    Accrued liabilities and other..........     1,129        340 
Net cash used in operating activities......    (8,876)    (9,308)
Cash flows from investing activities:             
  Capital expenditures.....................      (144)      (247)
Cash flows from financing activities:             
  Net borrowings of long-term debt.........     9,100      8,300 
  Payment from former parent related to           
  purchase price settlement................         -        275 
  Issuance of common stock.................        57        141 
Net cash provided by financing
activities.................................     9,157      8,716 
Net increase (decrease) in cash and cash               
equivalents................................       137       (839)
Cash and cash equivalents, beginning of 
period..............................              789      1,337 
Cash and cash equivalents, end of
period.....................................   $   926   $    498 




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 three months
ended November 30, 1996 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):

                              November 30,   August 31,
                                 1996           1996

Raw materials                   $ 5,164        $ 5,624

Work in process                   1,995          1,899

Finished goods                   29,959         24,892

                                $37,118        $32,415



<PAGE>









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

RESULTS OF OPERATIONS

             Quarter Ended November 30, 1996 Compared
               with Quarter Ended November 30, 1995

     Net revenues in the quarter ended November 30, 1996 were
$28,259,000 or 20.3 percent below the same quarter last year. 
Decreased net revenues of baseball-related products, primarily
baseballs and baseball gloves, and basketballs were primarily
responsible for the decrease.  The decrease in net revenues from
baseballs is primarily the result of the Cal Ripken, Jr.
commemorative baseball contributing significantly to net revenues
in the quarter ended November 30, 1995 with no comparable product
in the quarter ended November 30, 1996.  Lower net revenues of
baseball gloves resulted from a continued trend toward later
shipments to retailers and a major warehouse club exiting the
baseball category.  Net revenues from basketballs declined
primarily as a result of overall weakness in the basketball
category at retail.  The settlement of the Major League Baseball
labor situation and other factors have resulted in retailers
being optimistic regarding the spring selling season for
baseball-related products.  The Company believes it is well
positioned to take advantage of an improved spring selling season
in baseball-related products.

     The Company's gross profit was $8,818,000, or 19.3 percent
below gross profit of $10,923,000 in the comparable prior year
period.  The gross profit margin was 31.2 percent, 0.4 margin
points higher than the comparable prior year period.  Higher
gross margins in apparel were primarily responsible for the
increase.

     Selling, general and administrative (SG&A) expenses were
$8,142,000 or 3.7 percent lower than SG&A expenses of $8,456,000
in the comparable prior year period.  Lower royalties and
commissions were primarily responsible for the decrease.  SG&A
expenses were 28.8 percent of net revenues, up 4.9 points from
the comparable prior year quarter.  The high level of fixed SG&A
expenses combined with the lower net revenues were primarily
responsible for the increase in SG&A expenses as a percent of net
revenues.

     Interest expense for the quarter was $738,000, 18.2 percent
lower than interest expense of $902,000 in the comparable quarter
last year.  Lower average borrowings and lower average interest
rates were responsible for the decrease.



<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 $9,077,000 for the three months
ended November 30, 1996, primarily the result of the seasonal
increase in accounts receivable and inventories.

     Cash flows used in operating activities for the quarter
ended November 30, 1996 were $8,876,000, or 4.6 percent lower
than the $9,308,000 used in the comparable prior year period. 
The decrease is primarily the result of a smaller build in
accounts receivable partially offset by a larger build in
inventories.

     Capital expenditures were $144,000 for the quarter ended
November 30, 1996 compared to $247,000 in the comparable prior
year period.  With the planned expansion of the Costa Rica
facility and other equipment purchases the Company expects
capital expenditures of approximately $2,500,000 in fiscal 1997.

     The Company had net borrowings for seasonal working capital
needs of $9,100,000 in the quarter ended November 30, 1996.  This
resulted in total debt at November 30, 1996 of $47,800,000,
$4,400,000, or 8.4 percent, below total debt as of November 30,
1995 and $9,600,000, or 16.7 percent, below the total debt as of
November 30, 1994.



<PAGE>





                             Part II.
                        OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               None.

          (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:     January 9, 1997          /s/ CARL J. SHIELDS                
                         Carl J. Shields
                         Chairman, CEO and President



Date:     January 9, 1997          /s/ PAUL E. MARTIN                 
                         Paul E. Martin
                         Chief Financial Officer
                         (Principal Accounting Officer)