AMENDMENTS TO THE BYLAWS OF
              RAWLINGS SPORTING GOODS COMPANY, INC.

          On October 24, 1996, the Board of Directors of Rawlings
Sporting Goods Company, Inc., a Delaware corporation (the
"Corporation") adopted the following resolutions which amended
the Bylaws of the Corporation:

          RESOLVED, that the Bylaws of the Corporation are
     hereby amended by inserting the following new Section
     2.11 immediately after the present Section 2.10:

               SECTION 2.11.  CONDUCT OF MEETINGS.  The
          date and time of the opening and the closing
          of the polls for each matter upon which the
          stockholders will vote at a meeting shall be
          announced at the meeting by the person
          presiding over the meeting.  The Board of
          Directors of the Corporation may, to the
          extent not prohibited by law, adopt by
          resolution such rules and regulations for the
          conduct of the meetings or any meeting of
          stockholders as it shall deem appropriate. 
          Except to the extent inconsistent with such
          rules and regulations, the chairman of the
          meeting of stockholders may prescribe such
          rules, regulations and procedures and do all
          such acts as, in the judgment of such
          chairman, are appropriate for the proper
          conduct of the meeting.  Such rules,
          regulations or procedures, whether adopted by
          the Board of Directors or prescribed by the
          chairman of the meeting, may, to the extent
          not prohibited by law, include, without
          limitation, the following:  (i) the
          establishment of an agenda for the meeting;
          (ii) the maintenance of order at the meeting;
          (iii) limitations on attendance at or
          participation in the meeting to stockholders
          of record of the Corporation, their duly
          authorized proxies and such other persons as
          shall be determined by the chairman of the
          meeting or the Board of Directors; (iv)
          restrictions on entry to the meeting after a
          specified time; (v) limitations on the time
          allotted to questions or comments by
          participants, and (vi) the matters addressed
          by Section 3.03(c).  Unless otherwise
          determined by the Board of Directors or the
          chairman of the meeting, meetings of
          stockholders shall not be required to be held
          in accordance with any rules of parliamentary
          procedure.  
<PAGE>          
          Unless otherwise determined by
          the Board of Directors, the chairman of the
          meeting shall be the Chairman of the Board of
          Directors.


                     *          *          *

       WHEREAS, the Board of Directors of the Corporation
  desire to amend the Bylaws of the  Corporation with
  respect to the advance notification requirements
  pertaining to matters brought before an annual meeting
  of stockholders by the stockholders of the Corporation;
  and

       WHEREAS, the Board of Directors believe that an
  amendment to the Bylaws of this nature should not
  become effective until after proper notice thereof is
  provided to the stockholders of the Corporation, which
  notice will be provided in the proxy statement for the
  Annual Meeting of Stockholders to be held on January
  16, 1997,

       NOW, THEREFORE, BE IT RESOLVED, that effective
  upon the adjournment of the Annual Meeting of
  Stockholders to be held January 16, 1997, that the
  Bylaws of the Corporation are hereby amended by (i)
  deleting the second paragraph of present Section 3.02
  in its entirety and (ii) deleting the section heading
  of present Section 3.02 in its entirety and
  substituting in lieu thereof the following section
  heading:  


            SECTION 3.02.  NUMBER, QUALIFICATIONS
       AND TERM OF OFFICE.

       FURTHER RESOLVED, that effective upon the
  adjournment of the Annual Meeting of Stockholders to be
  held January 16, 1997, the Bylaws of the Corporation
  are hereby amended by inserting the following new
  Section 3.03 immediately after the present Section 3.02
  and by appropriately renumbering the sections currently
  designated as Sections 3.03 through 3.14:

       SECTION 3.03.  NOMINATION OF DIRECTORS AND
  PRESENTATION OF BUSINESS AT ANNUAL STOCKHOLDER
  MEETINGS.

                 (a)  Nominations of persons for
       election to the Board of Directors and the
       proposal of business to be considered by the
       stockholders may be made at an annual 
<PAGE>       
       meeting of stockholders (i) pursuant to the
       Corporation's notice of meeting, (ii) by or
       at the direction of the Board of Directors,
       or (iii) by any stockholder who was a
       stockholder of record at the time of the
       giving of notice provided for in this Section
       3.03, who is entitled to vote thereon at the
       meeting and who complied with the notice
       procedures set forth in this Section 3.03.

                 (b)  For nominations or other
       business to be properly brought before an
       annual meeting by a stockholder pursuant to
       clause (iii) of paragraph (a) of this Section
       3.03, the stockholder must have given timely
       notice thereof in writing to the Secretary of
       the Corporation.  To be timely, a
       stockholder's notice shall be delivered to
       the Secretary at the principal executive
       offices of the Corporation not less than
       sixty (60) days prior to the first
       anniversary of the preceding year's annual
       meeting; PROVIDED, that in the event that the
       date of the annual meeting is advanced by
       more than thirty (30) days or delayed by more
       than sixty (60) days from such anniversary
       date, notice by the stockholder to be timely
       must be so delivered not later than the close
       of business on the later of (i) the 60th day
       prior to such annual meeting, or (ii) the
       10th day following the date on which public
       announcement of the date of such meeting is
       first made.  Such stockholder's notice shall
       set forth as to each person whom the
       stockholder proposes to nominate for election
       or reelection as a director:  (i) the name
       and address of the stockholder who intends to
       make the nomination and of the person or
       persons to be nominated; (ii) a
       representation that such stockholder is a
       holder of record of stock of the Corporation
       entitled to vote in the election of directors
       at such meeting and intends to appear in
       person or by proxy at the meeting to nominate
       the person or persons specified in the
       notice; (iii) the name and address of such
       stockholder, as it appears on the
       Corporation's books, and of the beneficial
       owner (as such term is defined in 17 C.F.R.
       Section 240.13d-3 ("Rule 13d-3") under the
       Securities Exchange Act of 1934 ("Exchange
       Act")), if any, on whose behalf the
       nomination is made; (iv) the class and number
       of shares of the Corporation which are owned
       beneficially (as such term is defined in
<PAGE>
       Rule 13d-3 under the Exchange Act) and of
       record by the nominating stockholder and each
       nominee proposed by such stockholder; (v) a
       description of all arrangements or
       understandings between the stockholder and
       each nominee and any other person (naming
       such persons) pursuant to which the
       nomination or nominations are to be made by
       the stockholder; (vi) such other information
       regarding each nominee proposed by such
       stockholder as would have been required to be
       included in a proxy statement filed pursuant
       to 17 C.F.R. Section 240.14a-1 ET SEQ.
       ("Regulation 14A") as then in effect under
       the Exchange Act had the nominee been
       nominated, or intended to be nominated, by
       the Board of Directors; and (vii) the consent
       of each nominee to serve as a director of the
       Corporation if so elected.  As to any other
       business that the stockholder proposes to
       bring before the meeting, a stockholder's
       notice to the Secretary shall set forth as to
       each matter:  (i) a brief description of the
       business desired to be brought before the
       annual meeting; (ii) a representation that
       such stockholder is a holder of record of
       stock entitled to vote on the business
       proposed by such stockholder and intends to
       appear in person or by proxy at the meeting
       to present the proposed business to be
       brought before the meeting; (iii) the name
       and address of the stockholder proposing such
       business, as it appears on the Corporation's
       books, and of the beneficial owner (as such
       term is defined in Rule 13d-3 under the
       Exchange Act), if any, on whose behalf the
       business is proposed; (iv) the class and
       number of shares of the Corporation which are
       owned beneficially (as such term is defined
       in Rule 13d-3 under the Exchange Act) and of
       record by the stockholder; (v) the reason for
       conducting such business at the meeting and
       any material interest of the stockholder or
       such beneficial owner in such business; and
       (vi) all other information with respect to
       each such matter as would have been required
       to be included in a proxy statement filed
       pursuant to Regulation 14A as then in effect
       under the Exchange Act had proxies been
       solicited by the Board of Directors with
       respect thereto.  Notwithstanding anything in
       this paragraph (b) to the contrary, in the
       event that the number of directors to be
       elected to the Board of Directors is
       increased and there is no public announcement
       naming 
<PAGE>       
       all of the nominees for director or
       specifying the size of the increased Board of
       Directors made by the Corporation at least
       seventy (70) days prior to the first
       anniversary of the preceding year's annual
       meeting, a stockholder's notice shall also be
       considered timely, but only with respect to
       nominees for any new positions created by
       such increase, if it shall be delivered to
       the Secretary at the principal executive
       offices of the Corporation not later than the
       close of business on the 10th day following
       the day on which such public announcement is
       first made by the Corporation.

                 (c)  Only such persons who are
       nominated in accordance with the procedures
       set forth in this Section 3.03 shall be
       eligible to serve as directors, and only such
       business shall be conducted at an annual
       meeting of stockholders as shall have been
       brought before the meeting in accordance with
       the procedures set forth in this Section
       3.03.  The chairman of the meeting of
       stockholders shall have the power and duty to
       determine whether a nomination or any
       business proposed to be brought before the
       meeting was made in accordance with the
       procedures set forth in this Section 3.03
       and, if any proposed nomination or business
       is not in compliance with this Section 3.03,
       to declare that such defective nominations or
       proposal shall be disregarded.

            (d)  For purposes of this Section 3.03,
       "public announcement" shall mean disclosure
       in a press release reported by the Dow Jones
       News Service, Associated Press or comparable
       national news service or in a document
       publicly filed by the Corporation with the
       Securities and Exchange Commission pursuant
       to Sections 13, 14 or 15(d) of the Exchange
       Act.

            (e)  Notwithstanding the foregoing
          provisions of this Section 3.03, (i) if any
          class or series of stock has the right,
          voting separately by class or series, to
          elect directors at an annual or special
          meeting of stockholders, such directors shall
          be nominated and elected pursuant to the
          terms of such class or series of stock; and
          (ii) a stockholder shall also comply with all
          applicable 
<PAGE>          
          requirements of the Exchange Act
          and the rules and regulations thereunder with
          respect to the matters set forth in this
          Section 3.03.  To the extent this Section
          3.03 shall be deemed by the Board of
          Directors or the Securities and Exchange
          Commission, or adjudged by a court of
          competent jurisdiction, to be inconsistent
          with the rights of shareholders to request
          inclusion of a proposal in the Corporation's
          proxy statement pursuant to 17 C.F.R. Section
          240.14a-8 ("Rule 14a-8") under the Exchange
          Act, such rule shall prevail.
          

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