SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

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

                   For the fiscal year ended December 31, 1999
                                       or
              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from __________ to __________

          Commission file number 0-20450


                                 PLAYCORE, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                      36-3808989
   (State or other jurisdiction of                    (I.R.S. employer
    incorporation or organization)                   identification number)

         15 West Milwaukee Street, Suite 204
                 Janesville, WI                               53545
       (Address of principal executive offices)            (zip code)

        Registrant's telephone number including area code (608) 741-7183

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

                                              Name of each exchange on
      Title of each class                         which registered
      -------------------                     -------------------------
             N/A                                      None

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

                                  Common stock,
                            par value $.01 per share
                            ------------------------
                                 Title of class

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. [ ]

The aggregate market value of the voting stock held by nonaffiliates as of March
13, 2000 was  $20,917,544  (excludes  shares held by  directors  and officers of
registrant).  This is based on the closing price of the common stock on the AMEX
- American Stock Exchange.

At March 13, 2000, there were 7,957,104 shares of common stock outstanding.

<PAGE>

PlayCore,  Inc. hereby amends its Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, by restating Part III, Items 10, 11, 12 and 13, thereof
in its entirety, as follows:

                                    PART III

Item 10 - Directors and Executive Officers of the Registrant
          --------------------------------------------------

Directors

The following  sets forth  information,  as of April 6, 2000,  about  PlayCore's
directors:

          Terence S. Malone,  age 70, has served as a director of PlayCore since
September  1992 and Chairman since  September  1997. Mr. Malone served as Acting
Chief  Executive  Officer of PlayCore from  September  1997 to January 1998. Mr.
Malone was Chairman and Chief Executive Officer of Johnson Worldwide Associates,
Inc. (international  manufacturer and marketer of outdoor recreational products)
from 1986 until his retirement in January 1994.

          Frederic L. Contino,  age 49, has served as a director of PlayCore and
as President and Chief  Executive  Officer of PlayCore  since January 1998.  Mr.
Contino was President of Anchor Hocking Plastics and Plastics,  Inc.,  divisions
of Newell Companies (diversified  manufacturers of consumer home products), from
January 1993 to January 1998. Mr. Contino served as Vice President-Merchandising
for Anchor Hocking's glass division from May 1988 to January 1993.

          David S. Evans,  age 36, has served as a director  of  PlayCore  since
February  1996.  Mr. Evans has been  President  and Chief  Executive  Officer of
Glencoe  Investment  Corporation  (private equity  investing)  since March 1993.
Prior to such date, Mr. Evans was a Merchant  Banking/Mergers  and  Acquisitions
Specialist at Donaldson,  Lufkin & Jenrette Securities Corporation (full service
investment banking) from 1988 to March 1993

          George N. Herrera,  age 66, has served as a director of PlayCore since
February  1996.  Mr.  Herrera  was  Director  of  International  Sales  of Masco
Corporation  (diversified  manufacturer  of home  products)  from 1982 until his
retirement in January 2000.

          Timothy R. Kelleher,  age 37, has served as director of PlayCore since
April  1996.  Mr.  Kelleher  has been  Senior Vice  President  of Desai  Capital
Management Incorporated  (institutionally funded private equity investment firm)
since May 1992. From 1989 to May 1992, he was an associate at Entrecanales, Inc.
(private equity investing). Mr. Kelleher is also a director of several privately
held companies.

          Gary A.  Massel,  age 60, has served as a director of  PlayCore  since
September  1996. Mr. Massel has been Vice  President-Logistics  of Boise Cascade
Office  Products since  September  1997. From August 1995 to September 1997, Mr.
Massel was an independent consultant.  Previously,  Mr. Massel was a Senior Vice
President of Ply-Gem Industries  (building products  manufacturer) from February
1994  to  August  1995.  From  1989  to  February  1994,  Mr.  Massel  was  Vice
President-Operations   Specialty   Packaging  of  Packaging   Corp.  of  America
(packaging manufacturer).

          Ronald D. Wray,  age 40, has served as a director  of  PlayCore  since
February  1999.  Mr. Wray has been a Principal  and Chief  Financial  Officer of
Glencoe Capital, L.L.C. since January 1999.


                                       2
<PAGE>

Prior to such date, Mr. Wray was Executive Vice President of the Pritzker Family
Business Office (investment management) from 1990 to January 1999.

Executive Officers

          The following  individuals are the executive  officers of the Company,
who are  elected  annually  by the Board of  Directors  to serve  until the next
annual  election of officers  and until their  respective  successors  have been
elected and have qualified unless removed by the Board of Directors.

Fredric L. Contino,  age 49, is President  and Chief  Executive  Officer,  and a
director. See "Directors" under this Item 10.

John E. Caldwell,  age 57, has served as President of the Swing-N-Slide Division
of PlayCore  Wisconsin  since  December  1996.  From 1990 to November  1996, Mr.
Caldwell was the  President of the Retail  Division of Curtis  Industries,  Inc.
(manufacturer of nuts, bolts and keys).

Robert A.  Farnsworth,  age 50,  has  served as the  President  of the  GameTime
Division of PlayCore Wisconsin since May 1998. From February 1993 to April 1998,
Mr. Farnsworth was the Executive Vice President Marketing and Product Manager of
Pfaltzgraff Company (ceramics manufacturing).

David H.  Hammelman,  age 45, has served as Vice President  Human  Resources and
Administration  since  July 1995 and prior to such  date was  Director  of Human
Resources and Administration  since October 1993. From October 1992 to September
1993,  Mr.  Hammelman  was the  Director of Human  Services of Brach Van Houten,
Andes Candies Division (candy manufacturing).

Richard E. Ruegger, age 40, has served as the Vice President-Finance,  Secretary
and Treasurer since January 1992 and Chief Financial Officer since June 1992.

Thomas van der  Meulen,  age 35, has served as the  President  of the  Heartland
Industries,  Inc. subsidiary of PlayCore Wisconsin since June 1999. From 1994 to
April  1999,  Mr. Van der Meulen was a Business  Unit  President  for TC MiraDRI
(commercial and residential  building products).  From 1989 to 1993, Mr. Van der
Meulen was the Director of Finance and Planning for TC MiraDRI.

Item 11 - Executive Compensation
          ----------------------

Compensation of Executive Officers

Summary Compensation Table

          The  following  table sets forth certain  information  with respect to
Company  compensation  earned in the last three  completed  fiscal  years by Mr.
Contino,  Chief Executive Officer, Mr. Caldwell,  President of the Swing-N-Slide
Division  of PlayCore  Wisconsin,  Mr.  Farnsworth,  President  of the  GameTime
Division of PlayCore Wisconsin,  Mr. Hammelman,  Vice President-Human  Resources
and Administration and Mr. Ruegger,  Vice  President-Finance and Chief Financial
Officer, (the "Named Executive Officers").


                                       3
<PAGE>
<TABLE>
                                               SUMMARY COMPENSATION TABLE
<CAPTION>
                                                                                         Long-Term
                                                                                       Compensation
                                                      Annual Compensation                 Awards
                                                                            Other      Securities
                                                                            Annual      Underlying        All Other
                                               Salary            Bonus       Comp.        Options       Compensation
Name and Principal Position      Year           ($)               ($)         ($)           (#)              ($)
-------------------------------------------------------------------------------------------------------------------------
<S>                              <C>          <C>               <C>           <C>           <C>            <C>
Frederic L. Contino              1999         $329,257          $452,925      (1)                 -        $56,404(2)
    Chief Executive Officer      1998          288,462           585,000      (1)           375,000          7,625
                                 1997                -                 -      (1)                 -              -

John E. Caldwell                 1999         $176,781          $      -      (1)                 -        $41,457(3)
    President of the             1998          170,000           123,930      (1)                 -         16,595
    Swing-N-Slide Division       1997          159,423            35,000      (1)           100,000         63,728
    of PlayCore Wisconsin

Robert A. Farnsworth             1999         $179,808          $ 78,576      (1)                 -        $67,231(4)
    President of the             1998          111,154           117,823      (1)            50,000         49,594
    GameTime Division of         1997               -                  -      (1)                 -              -
    PlayCore Wisconsin

David H. Hammelman               1999         $110,000           $73,150      (1)                 -        $20,329(5)
    Vice President-Human         1998          105,000            95,550      (1)                 -          3,874
    Resources and                1997           93,961             7,893      (1)            78,219          3,947
    Administration

Richard E. Ruegger               1999         $120,000           $79,800      (1)                 -        $22,002(6)
    Vice President-Finance       1998          115,000           104,650      (1)                 -          4,371
    and Chief Financial          1997          104,077             8,706      (1)           164,046          4,695
    Officer

---------------

(1)  The Company also provides its Named Executive Officers certain additional  non-cash benefits that are not described
     in this Proxy  Statement  because such  compensation  is below the  Securities and Exchange  Commission's  required
     disclosure thresholds.
(2)  The  Compensation  reported is comprised of $6,400 of matching  contributions  made by the Company  pursuant to its
     401(k) plan and $50,004 of contributions made by the Company pursuant to a Supplemental Executive Retirement Plan.
(3)  The  Compensation  reported is comprised of $6,400 of matching  contributions  made by the Company  pursuant to its
     401(k) plan and $35,057 of relocation  expenses paid by the Company in connection with Mr. Caldwell's December 1996
     employment by the Company.
(4)  The  Compensation  reported is comprised of $1,423 of matching  contributions  made by the Company  pursuant to its
     401(k) plan, $25,528 of contributions made by the Company pursuant to a Supplemental  Executive Retirement Plan and
     $40,280 of relocation expenses paid by the Company in connection with Mr. Farnsworth's May 1998 employment with the
     Company.
(5)  The  Compensation  reported is comprised of $4,250 of matching  contributions  made by the Company  pursuant to its
     401(k) plan and $16,079 of contributions made by the Company pursuant to a Supplemental Executive Retirement Plan.
(6)  The  Compensation  reported is comprised of $4,462 of matching  contributions  made by the Company  pursuant to its
     401(k) plan and $17,540 of contributions made by the Company pursuant to a Supplemental Executive Retirement Plan.
</TABLE>


                                       4
<PAGE>

Aggregate Options Exercised in 1999 and 1999 Year-End Option Value

          Set forth below is certain information  regarding the number and value
of unexercised stock options held by the Named Executive  Officers at the end of
1999. No options were exercised by the Named Executive Officers in 1999.

                     Aggregate Fiscal Year-End Option Values
--------------------------------------------------------------------------------
                       Number of Securities Underlying    Value of Unexercised
                           Unexercised Options at        In-The-Money Options at
                              December 31, 1999           December 31, 1999(1)
                              -----------------           --------------------
Name                     Exercisable Unexercisable     Exercisable Unexercisable
----                     ----------- -------------     ----------- -------------

Frederic L. Contino        225,000         150,000       $928,125     $618,750
John E. Caldwell            55,000          45,000        $76,825      $17,275
Robert A. Farnsworth        10,000          40,000        $34,375     $137,500
David H. Hammelman          57,895          35,000       $123,185            -
Richard E. Ruegger          63,948         116,250       $159,939            -

---------------
(1)  For  valuation  purposes the amounts  shown are based upon the December 31,
     1999 $8.125  closing  price per share of the Common  Stock on the  American
     Stock Exchange.


Compensation of Directors

          Each  non-employee  director  of  PlayCore  who is not an  employee of
GreenGrass  Capital  LLC,  a  Delaware  limited  liability  company  that  is an
affiliate of a principle  stockholder  of the Company  ("GGC"),  or any of GGC's
affiliates ("Non-affiliated Directors"),  receives an annual retainer of $15,000
paid in quarterly installments of $3,750 and options to purchase 5,000 shares of
Common Stock with a per share exercise price equal to the fair market value of a
share of Common Stock on the day after the annual  meeting of  stockholders.  In
addition,  any  Non-affiliated  Director who serves as the Chairman of the Board
receives an annual  retainer of $5,000,  as chairman of a standing  committee of
the Board receives an annual  retainer of $3,000 and as a committee  member of a
standing  committee  of the Board  receives an annual  retainer  of $1,000.  All
directors are reimbursed for out-of-pocket costs related to PlayCore's business.
No  additional  compensation  is paid  to  directors  for  serving  on  PlayCore
Wisconsin's Board of Directors.

Agreements with Executive Officers

PlayCore  entered into an Employment  Agreement in January 1998 with Mr. Contino
that sets forth certain terms and  conditions of his  employment  with PlayCore.
The  Employment  Agreement runs for three years and  automatically  extends from
year to year  thereafter  unless  terminated  prior to any such  extension.  The
Employment Agreement provides for an annual base salary of $300,000,  subject to
increases  each year at the  discretion  of the Board of  Directors,  and for an
annual bonus based  generally  upon  increases  in  PlayCore's  earnings  before
interest,  taxes,  depreciation  and  amortization  ("EBITDA").  The  Employment
Agreement  also provides for the grant of options shown on the "Option Grants in
Last Fiscal Year" table.  In the event Mr. Contino is terminated  without cause,
in addition to certain other benefits,  (i) his annual base salary continues for
a minimum  of two years if such  termination  occurs  before  July  1999,  and a
minimum  of one  year,  subject  to  extension  to up to two  years  if  certain
financial goals have been achieved by the Company,  after July 1999, and (ii) he
is entitled to certain bonus  replacement  payments if certain  levels of EBITDA
have been achieved prior to such termination. If such


                                       5
<PAGE>

termination  occurs  in  connection  with  a  change  of  control,   in  certain
circumstances Mr. Contino may be entitled to certain  additional  payments,  the
amount of which are  generally  based upon the bonus paid to Mr.  Contino in the
previous year. The  Employment  Agreement also provides for certain  perquisites
and benefits  commensurate with Mr. Contino's  employment as President and Chief
Executive Officer of the Company.  The Employment  Agreement contains provisions
requiring Mr.  Contino to keep certain  information  with respect to the Company
confidential  during his employment and for two years  thereafter and provisions
providing that Mr.  Contino will not compete with the Company's  business for 18
months following any termination of his employment.

          In December 1996,  the Company  entered into a Severance and Change of
Control  Agreement  with Mr.  Caldwell.  Under the terms of such  Severance  and
Change of  Control  Agreement,  in the event  that Mr.  Caldwell  is  terminated
without cause within one year after a change of control of the Company, he shall
be entitled to receive an amount  based upon a multiple of his last month's base
salary.  Mr.  Caldwell  shall also be entitled to receive an amount based upon a
multiple  of his last  month's  base  salary if he remains  employed  during the
one-year period after such change of control and elects to terminate  employment
within 30 days of the end of such one-year period.

          In June 1998,  the  Company  entered  into a  Severance  and Change of
Control  Agreement  with Mr.  Farnsworth.  Under the terms of such Severance and
Change of Control  Agreement,  in the event that Mr.  Farnsworth  is  terminated
without cause within one year after a change of control of the Company, he shall
be entitled to receive an amount  based upon a multiple of his last month's base
salary.

          In February  1999,  the Company  entered into  Severance and Change of
Control Agreements with Messrs.  Hammelman and Ruegger.  Under the terms of such
Severance and Change of Control Agreements,  in the event that any such employee
is  terminated  without  cause  within one year after a change of control of the
Company,  such  employee  shall be  entitled  to receive an amount  based upon a
multiple of his last  month's  base  salary.  Each such  employee  shall also be
entitled  to receive an amount  based upon a multiple of his last  month's  base
salary if the employee  remains  employed  during the one-year period after such
change of control and the employee elects to terminate employment within 30 days
of the end of such one-year period.

          In June 1999,  the  Company  entered  into a  Severance  and Change of
Control Agreement with Mr. Van der Meulen. Under the terms of such Severance and
Change of Control Agreement,  in the event that Mr. Van der Meulen is terminated
without cause within one year after a change of control of the Company, he shall
be entitled to receive an amount  based upon a multiple of his last month's base
salary.

Compensation Committee Interlocks and Insider Participation

The current members of the Compensation  Committee are Messrs. Evans, Malone and
Wray. No present or former  executive  officer of the Company serves as a member
of  the  Compensation   Committee.   Furthermore,   there  are  no  interlocking
relationships  between any executive officer of the Company and any entity whose
directors or executive officers serve on the Compensation Committee.

          Mr. Evans is a  stockholder  and director and the  President and Chief
Executive  Officer  of  Glencoe  Investment  Corporation  ("GIC"),  which  is an
affiliate of an institutional  investor in GGC and an institutional  investor in
GreenGrass Capital II LLC, a Delaware limited liability company  ("GGCII").  GGC
and GGCII are two of the three  partners  of  GreenGrass  Holdings,  a  Delaware
general   partnership   ("GreenGrass   Holdings"),   which   beneficially   owns
approximately  72% of the outstanding  shares of Common Stock. Mr. Evans is also
one of the three persons appointed to the Members Operating Board


                                       6
<PAGE>

of GGC,  which  entity  controls  voting  and  investment  making  decisions  of
GreenGrass  Holdings,  and one of the three  persons  appointed  to the  Members
Operating Board of GGCII.

Agreement with respect to Consulting Services

          Under the terms of the Management  Consulting Agreement dated February
16,  1996,  PlayCore  pays  to GIC and  Desai  Capital  Management  Incorporated
("DCMI"), affiliates of two GGC institutional investors,  consulting fees in the
aggregate  amount of $300,000  per year,  payable in quarterly  installments  of
$75,000,  plus reimbursement of reasonable expenses incident to their consulting
services.  The  Management  Consulting  Agreement is  automatically  renewed for
successive  one-year  terms unless either party gives notice to the other of its
intention not to renew the agreement. The consulting fee is reviewed annually by
the Board of Directors of PlayCore.

Item 12 - Security Ownership of Certain Beneficial Owners and Management
          --------------------------------------------------------------

          The  following  table  sets  forth  certain  information  known to the
Company with respect to beneficial  ownership of the PlayCore's  Common Stock as
of March 31, 2000,  except as otherwise noted, by (i) each stockholder  known by
the Company to be the beneficial owner of more than 5% of the Common Stock, (ii)
each director of the Company,  (iii) the Named Executive Officers,  and (iv) all
executive  officers and  directors as a group.  Except as otherwise  noted,  the
persons named in this table have sole voting and  investment  power with respect
to all shares of Common Stock.

                                                       Shares Beneficially Owned
                                                       -------------------------
Name of Beneficial Owner(1)                             Number          Percent
---------------------------                             ------          -------

John E. Caldwell (2)                                    82,028           1.0%
Frederic L. Contino (3)                                280,400           3.4%
David S. Evans (4)                                   6,772,655          72.1%
Robert A. Farnsworth (5)                                20,000            *
GreenGrass Holdings and Related Parties (6)          6,772,655          72.1%
  GGC (4,851,774 shares - 51.6%) (7)(9)(10)
  GGCII (1,852,361 shares - 19.7%)(8)(9)(10)
  GGM (68,520 shares - 0.7%) (11)
David H. Hammelman (12)                                 75,395            *
George N. Herrera (13)                                  20,000            *
Timothy R. Kelleher (14)                             6,772,655          72.1%
Terence S. Malone (15)                                  62,181            *
Massachusetts Mutual Life Ins. Co. (16)                781,201           9.4%
Gary A. Massel (17)                                     15,000            *
Richard E. Ruegger (18)                                141,448           1.8%
Thomas van der Meulen                                        -            -
Ronald D. Wray (19)                                      5,000            *
All executive officers and directors as a group
   (12 persons) (20)                                 7,464,107          74.1%

--------------------
*Less than 1%


                                       7
<PAGE>

(1)  Except as  otherwise  indicated,  the  address of each  stockholder  is c/o
     PlayCore,  Inc.,  Riverfront  Centre, 15 West Milwaukee Street,  Suite 204,
     Janesville, Wisconsin 53545.

(2)  Includes  80,000  shares  issuable upon the exercise of stock options which
     are currently exercisable.

(3)  Includes  275,000  shares  issuable upon the exercise of stock options that
     are currently exercisable.

(4)  As one of the three  persons  appointed to the Members  Operating  Board of
     GreenGrass  Capital LLC, a Delaware limited liability company ("GGC"),  Mr.
     Evans has shared control of the voting and investment  making  decisions of
     GreenGrass   Holdings,   which  owns  5,345,905  shares  of  Common  Stock,
     Debentures convertible into 1,376,750 shares of Common Stock, and a warrant
     to purchase  50,000 shares of Common Stock. Of such  securities,  Mr. Evans
     would be entitled  to receive  from  GreenGrass  Holdings  7,078  shares of
     Common Stock, Debentures convertible into 1,545 shares of Common Stock, and
     a warrant to purchase 86 shares of Common Stock under certain circumstances
     as a result of his ownership of a limited  partnership  interest in Glencoe
     Fund and Glencoe Growth Partners,  L.P., and his ownership of stock in GIC.
     The address of Mr. Evans is c/o Glencoe Investment  Corporation,  190 South
     LaSalle St., Suite 2830, Chicago, Illinois 60603.

(5)  Includes  10,000  shares  issuable upon the exercise of stock options which
     currently exercisable.

(6)  The  address  of  GreenGrass   Holdings,  a  Delaware  general  partnership
     ("GreenGrass Holdings"),  is c/o Glencoe Investment Corporation,  190 South
     LaSalle St., Suite 2830, Chicago, Illinois 60603. Includes 5,345,905 shares
     of Common Stock,  Debentures  convertible  into 1,376,750  shares of Common
     Stock, and a warrant to purchase 50,000 shares of Common Stock. The general
     partners of GreenGrass  Holdings consist of GGC, GreenGrass Capital II LLC,
     a Delaware limited liability company ("GGCII"),  and Green Grass Management
     LLC, a Delaware limited liability company ("GGM").  Of the 5,345,905 shares
     of  Common  Stock  owned  by  GreenGrass  Holdings,  3,494,509  shares  are
     beneficially  owned by GGC,  1,802,361  shares  are  beneficially  owned by
     GGCII,  and 49,035 shares are  beneficially  owned by GGM. Of the 1,376,750
     shares  which   GreenGrass   Holdings  would  receive  upon  conversion  of
     Debentures,  1,357,265 shares would be beneficially owned by GGC and 19,485
     shares  would  be  beneficially  owned  by GGM.  The  50,000  shares  which
     GreenGrass  Holdings  would  receive upon  exercise of the warrant would be
     beneficially owned by GGCII.

(7)  The members of GGC are the following institutional investors: Glencoe Fund,
     Equity-Linked Investors--II, a New York limited partnership ("ELI-II"), the
     State  Treasurer  of the State of Michigan,  as Custodian  for the Michigan
     Public School Employee's Retirement System, the State Employees' Retirement
     System, the Michigan State Police Retirement System and the Michigan Judges
     Retirement  System,  each a trust  organized  by the State of  Michigan  to
     provide pension benefits to eligible retirees (collectively,  the "Michigan
     Trusts"),  Crescent/MACH I Partners,  L.P., a Delaware limited  partnership
     ("Crescent"),  Sahara Enterprises,  Inc., a Delaware corporation ("Sahara")
     and Baldwin & Lyons Insurance Company, an Indiana corporation ("Baldwin").

(8)  The members of GGCII are the  following  institutional  investors:  Glencoe
     Growth  Closely-Held  Business  Fund,  L.P.  ("Glencoe  Growth"),   ELI-II,
     Baldwin,  the Michigan  Trusts,  and  Massachusetts  Mutual Life  Insurance
     Company and certain of its affiliates ("MassMutual").

(9)  ELI-II is a member of both GGC and GGCII.  The general partner of ELI-II is
     Rohit M. Desai  Associates-II  ("RMDA-II").  RMDA-II is a New York  general
     partnership  and Rohit M. Desai is the  managing  partner of  RMDA-II.  The
     investment  advisor  of ELI-II  is Desai  Capital  Management  Incorporated
     ("DCMI").  ELI-II may be deemed to  beneficially  own  2,457,781  shares of
     Common Stock held by Green Grass Holdings (which  represents  approximately
     26.2% of the outstanding  Common Stock and which includes  1,926,290 shares
     of Common Stock held by GreenGrass Holdings, 514,824 shares of Common Stock
     issuable upon  conversion of Debentures  held by GreenGrass  Holdings,  and
     16,667  shares of Common  Stock  issuable  upon the exercise of the warrant
     held by  GreenGrass  Holdings  which it may be  entitled  to receive  under
     certain circumstances as a


                                       8
<PAGE>

     member of GGC and GGCII).  RMDA-II (as the general partner of ELI-II), DCMI
     (as the  investment  advisor  to  ELI-II),  and Rohit M.  Desai each may be
     deemed  to be the  beneficial  owner of  securities  beneficially  owned by
     ELI-II.  The address of ELI-II and its affiliates  identified  above is 540
     Madison Avenue, 36th Floor, New York, New York 10022.

(10) The  Michigan  Trusts are members of both GGC and GGCII.  As a result,  the
     Michigan  Trusts  may be deemed to  beneficially  own  2,457,781  shares of
     Common Stock held by GreenGrass  Holdings (which  represents  approximately
     26.2% of the  outstanding  shares of Common  Stock and  includes  1,926,290
     shares of Common  Stock  held by  GreenGrass  Holdings,  514,824  shares of
     Common Stock  issuable upon  conversion  of  Debentures  held by GreenGrass
     Holdings,  and 16,667 shares of Common Stock  issuable upon the exercise of
     the  warrant  held by  GreenGrass  Holdings  which they may be  entitled to
     receive  under  certain  circumstances  as members of GGC and  GGCII).  The
     address  of the  Michigan  Trusts  is 430  West  Allegan  Street,  Lansing,
     Michigan 48901.

(11) The  members  of GGM are the  following  former  and  current  officers  of
     PlayCore: Messrs. Ruegger, Cole, Hammelman, Beebe and Jonas.

(12) Consists of 75,395  shares of Common  Stock  issuable  upon the exercise of
     stock  options which are currently  exercisable.  Excludes  4,290 shares of
     Common Stock and Debentures  convertible  into 1,705 shares of Common Stock
     held by GreenGrass  Holdings  which  securities,  as a member of GGM may be
     deemed to  beneficially  own  because  Mr.  Hammelman  would  receive  such
     securities under certain  circumstances  (including upon termination of his
     employment).  Mr. Hammelman expressly disclaims beneficial ownership of any
     other securities of PlayCore held by GreenGrass Holdings because he neither
     is a controlling  member of GGM nor has investment control of the portfolio
     securities of either GGM or GreenGrass Holdings.

(13) Consists of 20,000  shares of Common Stock  issuable upon exercise of stock
     options which are currently exercisable.

(14) As one of the three  persons  appointed to the Members  Operating  Board of
     GGC, Mr.  Kelleher has shared control of the voting and  investment  making
     decisions of GreenGrass  Holdings,  which owns  5,345,905  shares of Common
     Stock,  Debentures convertible into 1,376,750 shares of Common Stock, and a
     warrant to  purchase  50,000  shares of Common  Stock.  The  address of Mr.
     Kelleher is c/o Desai Capital Management Incorporated,  540 Madison Avenue,
     36th Floor, New York, New York 10022.

(15) Includes  61,934  shares  issuable upon the exercise of stock options which
     are currently exercisable.

(16) The address of Massmutual is 1295 State Street, Springfield, MA 01111-0001.
     Includes  297,834  shares of Common  Stock  issuable  upon the  exercise of
     warrants which are currently  exercisable,  and 41,271 shares issuable upon
     the  exercise of a warrant  held by  MassMutual  Corporate  Value  Partners
     Limited (of which an affiliate of MassMutual  is a Partner),  which warrant
     is currently exercisable.  Also includes 430,163 shares of Common Stock and
     11,933  shares  issuable  upon the exercise of a warrant held by GreenGrass
     Holdings which securities,  as a member of GGCII,  MassMutual may be deemed
     to beneficially  own because it would receive such securities under certain
     circumstances.  MassMutual  disclaims  beneficial  ownership  of any  other
     securities of PlayCore held by GreenGrass  Holdings because it neither is a
     controlling  member of GGCII nor has  investment  control of the  portfolio
     securities of either GGCII or GreenGrass  Holdings.  Also excludes  296,274
     shares  issuable  upon the  exercise  of  warrants  held by  certain of its
     affiliates,    including   MassMutual   Corporate   Investors,   MassMutual
     Participating  Investors,  and MassMutual Corporate Value Partners Limited,
     because  the  investments  of such  affiliates  are held for the benefit of
     unrelated third parties.

(17) Consists of 15,000 shares issuable upon the exercise of stock options which
     are currently exercisable.

(18) Consists of 141,448  shares of Common Stock  issuable  upon the exercise of
     stock options which are currently  exercisable.  Excludes  49,035 shares of
     Common Stock and Debentures  convertible into 19,485 shares of Common Stock
     which Mr. Ruegger may be deemed to beneficially own as sole manager and the
     controlling  member  of  GCM,  which  indirectly   beneficially  owns  such
     securities as a general partner of GreenGrass


                                       9
<PAGE>

     Holdings,   including   32,673  shares  of  Common  Stock  and   Debentures
     convertible into 12,985 shares of Common Stock held by GreenGrass  Holdings
     which  securities,  as a  member  of GGM,  Mr.  Ruegger  may be  deemed  to
     beneficially  own because Mr. Ruegger would receive such  securities  under
     certain circumstances  (including upon termination of his employment).  Mr.
     Ruegger  disclaims  beneficial  ownership of these securities except to the
     extent of his pecuniary interest therein.

(19) Consists of 5,000 shares  issuable upon the exercise of stock options which
     are currently exercisable.

(20) This  group is  comprised  of the  following  executive  officers:  Messrs.
     Caldwell, Contino,  Farnsworth,  Hammelman, Ruegger and Van der Meulen; and
     the following  non-employee  directors:  Messrs. Evans, Herrera,  Kelleher,
     Malone,  Massel and Wray.  Includes  Debentures  convertible into 1,376,750
     shares of Common  Stock and a warrant to purchase  50,000  shares of Common
     Stock,  all of which are held by GreenGrass  Holdings,  and 785,127  shares
     issuable to certain  executive  officers and directors upon the exercise of
     stock options which are currently exercisable.

Item 13 - Certain Relationships and Related Party Transactions
          ----------------------------------------------------

          In addition to the matters  described under the heading  "Compensation
Committee  Interlocks and Insider  Participation"  under Item 11 of this report,
PlayCore has been party to certain other related  party  transactions  which are
described below.

Agreement with respect to Election of Directors

          Under the terms of a Transaction  Agreement  dated January 4, 1996, as
amended, pursuant to which Green Grass Holdings acquired it's equity holdings in
PlayCore, GreenGrass Holdings is entitled to designate five members of the Board
of  Directors  of  PlayCore  (Mr.  Contino  is not  counted  as one of such five
directors).  To date, GreenGrass Holdings has designated four current directors,
Messrs. Evans, Herrera, Kelleher and Wray.

Registration Rights

          Under certain agreements,  Code Hennessy & Simons Limited Partnership,
formerly a significant investor in PlayCore,  GreenGrass Holdings and certain of
their associates,  and various officers and directors and, in some cases,  their
spouses or trusts  for their  benefit or the  benefit  of their  children,  were
granted certain rights to have shares of Common Stock registered and/or included
in registrations  initiated by PlayCore or its stockholders  (the  "registration
rights"). Expenses incurred in connection with the exercise of such registration
rights shall be, subject to limited exceptions, borne by the Company.


                                       10
<PAGE>

                                    SIGNATURE
                                    ---------

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


                                        PLAYCORE, INC.


Date:  April 21, 2000                   By /s/ Richard E. Ruegger
                                           ----------------------------
                                           Richard E. Ruegger
                                           Vice President-Finance,
                                           Chief Financial Officer,
                                           Secretary and Treasurer


                                       11