SECOND AMENDMENT TO RIGHTS AGREEMENT

     This Second Amendment to Rights Agreement (the "Amendment")
is entered into as of April 19, 1999, by and between Rawlings
Sporting Goods Company, Inc., a Delaware corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C. (the
"Rights Agent").

                           WITNESSETH:

     WHEREAS, the Company and the Rights Agent are parties to
that certain Rights Agreement dated July 1, 1994, as amended on
November 21, 1997 (the "Agreement");

     WHEREAS, the Company desires to amend the Agreement on the
terms and conditions herein set forth and the Company is hereby
directing the Rights Agent to enter into this Amendment in
accordance with Section 26 of the Agreement; and

     WHEREAS, the execution and delivery of this Amendment has
been duly authorized by the Board of Directors of the Company.

     NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

     1.   Defined Terms.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to
such terms in the Agreement, as amended hereby.

     2.   Amendments to Agreement.

          2.1  Section 1(g) is amended by deleting the definition
     of "Continuing Director" and replacing it with
     "Intentionally Omitted."

          2.2  The first sentence of Section 2(a) of the Rights
     Agreement is hereby amended to delete the following words:

          "and agent for the beneficial owners of the Rights
          (who, in accordance with Section 3 hereof, shall
          prior to the Distribution Date also be the holders
          of the Common Shares)."

          2.3  The first sentence of Section 3(a) is amended and
     restated in its entirety to read as follows:

               (a)  Until the earlier of (i) the close of
          business on the tenth day after a Stock Acquisition
          Date involving an Acquiring Person, or (ii) the close
          of business on the tenth day after the date that a
          tender or exchange offer by any person (other than the
          Company, any Subsidiary of the Company, any employee
          benefit plan of <PAGE> the Company or of any Subsidiary of the
          Company, or any Person or entity organized, appointed
          or established by the Company for or pursuant to the
          terms of any such plan) is first published or sent or
          given within the meaning of Rule 14d-2(a) of the
          General Rules and Regulations under the Exchange Act,
          if upon consummation thereof, such Person would be the
          Beneficial Owner of 23.1% or more of the Common Shares
          then outstanding, provided that the Board of Directors
          may extend by resolution the period referred to in (i)
          or (ii) above, to a date which shall not be later than
          the date upon which the Company's right of redemption
          hereunder has expired (the earlier of (i) and (ii), as
          it may be extended, being herein referred to as the
          "Distribution Date"), (x) beneficial interests in the
          Rights will be evidenced by the certificates for the
          Common Shares registered in the names of the holders of
          the Common Shares (which certificates for Common Shares
          shall be deemed also to be certificates for beneficial
          interests in the Rights) and not by separate
          certificates, and (y) the Rights and beneficial
          interests therein will be transferable only in
          connection with the transfer of the underlying Common
          Shares (including a transfer to the Company).

          2.4  Section 11(a)(ii)(B) is amended by deleting the
     words "Continuing Directors" therein and replacing them with
     the words "Board of Directors" and by deleting the words
     "such members of" at each place they appear therein. 

          2.5  Section 11(a)(iii) is amended by deleting the
     words  "Continuing Directors" therein and replacing them
     with the words "Board of Directors" at each place they
     appear therein.

          2.6  Section 11(q) is amended by deleting the words
     "Continuing Directors" therein and replacing them with the
     words "Board of Directors."

          2.7  Section 13(e) is amended by deleting the words
     "Continuing Directors" therein and replacing them with the
     words "Board of Directors."

          2.8  Section 20(c) of the Rights Agreement is hereby
     amended by adding the following words to the end of such
     section:

          "Anything to the contrary notwithstanding, in no
          event shall the Rights Agent be liable for
          special, punitive, indirect, consequential or
          incidental loss or damage of any kind whatsoever
          (including but not limited to lost profits), even
          if the Rights Agent has been advised of the
          likelihood of such loss or damage."

          2.7  Section 21 is amended by deleting the words
     "Continuing Directors" therein and replacing them with the
     words "the Board of Directors."



<PAGE> 



          2.8  The first sentence of Section 23(a) is amended and
     restated in its entirety to read as follows:

               (a)  The Board of Directors of the Company may, at
          its option, at any time prior to the earlier of (i) the
          close of business on the tenth day following a Stock
          Acquisition Date (or, if the Stock Acquisition Date
          shall have occurred prior to the Record Date, the close
          of business on the tenth day following the Record Date)
          or such later date as the Board of Directors may
          determine by resolution, or (ii) the Final Expiration
          Date, redeem all but not less than all the then
          outstanding Rights at a redemption price of $.01 per
          Right, as such amount may be appropriately adjusted to
          reflect any stock split, stock dividend or similar
          transaction occurring after the date hereof (such
          redemption price being hereinafter referred to as the
          "Redemption Price") and the Company may, at its option,
          pay the Redemption Price either in Common Shares (based
          on the "current market price", as defined in Section
          11(d)(i) hereof, of the Common Shares at the time of
          redemption) or cash.

          2.9  Section 26(a) is amended by deleting the words
     "(which lengthening or shortening, following the first
     occurrence of an event set forth in clauses (i) and (ii) of
     the first proviso to Section 23(a) hereof, shall be
     effective only if there are Continuing Directors and shall
     require the concurrence of a majority of such Continuing
     Directors)" in clause (iii) thereof.

          2.10 Section 28 is amended by deleting the words
     "(with, where specifically provided for herein, the
     concurrence of the Continuing Directors") in the second and
     third sentences thereof, and by deleting the words "or the
     Continuing Directors" in the third sentence thereof.

          2.11 Section 30 is amended by deleting the last
     sentence thereof.

          2.12 The "Form of Rights Certificate" attached as
     Exhibit B to the Agreement is amended by deleting the last
     sentence of the sixth paragraph thereof.

     3.   Reference to and Effect on the Agreement.

          3.1  Upon the effectiveness of this Amendment, each
     reference in the Agreement to "this Agreement," "hereunder,"
     "hereof," and "herein" shall mean and be a reference to the
     Agreement as amended hereby.

          3.2  Except as specifically amended above, all of the
     terms, conditions and covenants of the Agreement shall
     remain unaltered and in full force and effect and shall be
     binding upon the parties thereto in all respects and are
     hereby ratified and confirmed.



<PAGE> 


     4.   Choice of Law.  This Amendment shall be construed in
accordance with the internal laws (and not the law of conflicts)
of the State of Delaware, but giving effect to applicable federal
laws.

     5.   Headings.  Section headings in this Amendment are
included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.

     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the day and year first above
written.


                                   RAWLINGS SPORTING GOODS
                                   COMPANY, INC.


                                   By: /s/ Stephen M. O'Hara
                                        Name: Stephen M. O'Hara
                                        Title: Chairman/CEO


                                   CHASEMELLON SHAREHOLDER
                                   SERVICES, L.L.C.


                                   By: /s/ Jane A. Marten
                                        Name:  Jane A. Marten
                                        Title: Assistant Vice President