AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT


     This Amendment No. 2 to Amended and Restated Credit Agreement
(this "Amendment Agreement") is entered into as of February 28,
1999 by and among Rawlings Sporting Goods Company, Inc. (the
"Borrower"), the undersigned lenders (the "Lenders") and The First
National Bank of Chicago, as agent (the "Agent").

                      W I T N E S S E T H :

     WHEREAS, the Borrower, the Lenders and the Agent entered into
that certain Amended and Restated Credit Agreement dated as of
September 12, 1997 and amended as of May 31, 1998 (the "Credit
Agreement"); and

     WHEREAS, the Borrower, the Lenders and the Agent have agreed
to amend the Credit Agreement on the terms and conditions herein
set forth.

     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 Credit Agreement, as amended hereby.

2.   AMENDMENTS TO CREDIT AGREEMENT.

     2.1  Article I of the Credit Agreement is hereby amended by
(a) adding the following definitions in the proper alphabetical
order:

          "Adjusted EBITDA" means (a) EBITDA, PLUS (b) charges
     taken by the Borrower in its 1998 Fiscal Year in connection
     with (i) inventory reserves in connection with aluminum
     baseball bats and (ii) certain environmental cleanup matters,
     PLUS (c) for the purposes of calculations with respect to its
     1999 Fiscal Year, restructuring charges taken in the
     Borrower's 1999 Fiscal Year in an amount not to exceed
     $2,000,000, LESS any amount of the cash portion of such
     charges in excess of $500,000.

          "Applicable Base Rate Margin" means, subject to the last
     sentence of this definition, for any period, the applicable of
     the following percentages in effect with respect to such
     period as the Average Debt to Adjusted EBITDA Ratio of the
     Borrower shall fall within the indicated ranges:
<PAGE>
                    AVERAGE DEBT TO                     APPLICABLE BASE
                 ADJUSTED EBITDA RATIO                     RATE MARGIN

          Greater than or Equal to 5.0:1.0                    1.25%
          Greater than or Equal to 4.0:1.0 but
                Less than 5.0:1.0                             1.00%
          Greater than or Equal to 3.0:1.0 but
                Less than 4.0:1.0                             0.75%
          Greater than or Equal to 2.5:1.0 but
                Less than 3.0:1.0                             0.50%
          Greater than or Equal to 2.0:1.0 but
                Less than 2.5:1.0                             0.25%
          Less than 2.0:1.0                                      0%

     The Average Debt to Adjusted EBITDA Ratio shall be calculated
     by the Borrower as of the end of each Fiscal Quarter,
     commencing with the Fiscal Quarter ending February 28, 1999,
     and shall be reported to the Agent pursuant to a certificate
     executed by an Authorized Officer of the Borrower and
     delivered in connection with Section 6.1(d) hereof.  The
     Applicable Base Rate Margin shall be adjusted, if necessary,
     beginning on the third Business Day after the delivery of such
     certificate; provided, that if such certificate, together with
     the financial statements (in the form required by Section
     6.1(a) or (b)) to which such certificate relates, is not
     delivered to the Agent by the date on which the related
     financial statements are due to be delivered to the Agent
     pursuant to Section 6.1(a) or (b), as applicable, then the
     Applicable Base Rate Margin shall be equal to 1.25% until the
     next adjustment date.  Until adjusted as provided above, the
     Applicable Base Rate Margin shall be equal to 1.25%.

          "Applicable Commitment Fee Percentage" means, subject to
     the last sentence of this definition, for any period, the
     applicable of the following percentages in effect with respect
     to such period as the Average Debt to Adjusted EBITDA Ratio of
     the Borrower shall fall within the indicated ranges:

                        AVERAGE DEBT TO               APPLICABLE COMMITMENT
                     ADJUSTED EBITDA RATIO               FEE PERCENTAGE

          Greater than or Equal to 4.0:1.0                    0.50%
          Greater than or Equal to 3.0:1.0 but
               Less than 4.0:1.0                              0.375%
          Greater than or Equal to 2.5:1.0 but
               Less than 3.0:1.0                              0.35%
          Less than 2.5:1.0                                   0.30%

     The Average Debt to Adjusted EBITDA Ratio shall be calculated
     by the Borrower as of the end of each Fiscal Quarter,
     commencing with the Fiscal Quarter ending February 28, 1999,
     and shall be reported to the Agent pursuant to a certificate
     executed by an Authorized Officer of the Borrower and
     delivered in connection with Section 6.1(d) hereof.  The
     Applicable Commitment Fee Percentage shall be adjusted, if
     necessary, beginning on the third Business Day after the
     delivery of such certificate; provided, that if such
     certificate, together with the financial statements (in the
     form required by Section 6.1(a) or (b)) to which such
     certificate relates, is not delivered to the Agent by the date
     on which the related financial statements are due to be
     delivered to the Agent pursuant to Section 6.1(a) or (b), as
     applicable, then the Applicable Commitment Fee Percentage
     shall be equal to 0.50% until the next adjustment <PAGE>date.  Until
     adjusted as provided above, the Applicable Commitment Fee
     Percentage shall be equal to .50%.

          "Applicable Eurodollar Margin" means, subject to the last
     sentence of this definition, for any period, the applicable of
     the following percentages in effect with respect to such
     period as the Average Debt to Adjusted EBITDA Ratio of the
     Borrower shall fall within the indicated ranges:

                  AVERAGE DEBT TO                         APPLICABLE
               ADJUSTED EBITDA RATIO                   EURODOLLAR MARGIN

          Greater than or Equal to 5.0:1.0                    2.25%
          Greater than or Equal to 4.0:1.0 but
                Less than 5.0:1.0                             2.00%
          Greater than or Equal to 3.0:1.0 but
                Less than 4.0:1.0                             1.75%
          Greater than or Equal to 2.5:1.0 but
                Less than 3.0:1.0                             1.50%
          Greater than or Equal to 2.0:1.0 but
                Less than 2.5:1.0                             1.25%
          Less than 2.0:1.0                                   1.00%

     The Average Debt to Adjusted EBITDA Ratio shall be calculated
     by the Borrower as of the end of each Fiscal Quarter,
     commencing with the Fiscal Quarter ending February 28, 1999,
     and shall be reported to the Agent pursuant to a certificate
     executed by an Authorized Officer of the Borrower and
     delivered in connection with Section 6.1(d) hereof.  The
     Applicable Eurodollar Margin shall be adjusted, if necessary,
     with respect to each Interest Period beginning on or after the
     third Business Day after the delivery of such certificate;
     provided, that if such certificate, together with the
     financial statements (in the form required by Section 6.1(a)
     or (b)) to which such certificate relates, is not delivered to
     the Agent by the date on which the related financial
     statements are due to be delivered to the Agent pursuant to
     Section 6.1(a) or (b), as applicable, then the Applicable
     Eurodollar Margin shall be equal to 2.25% until the next
     adjustment date.  Until adjusted as provided above, the
     Applicable Eurodollar Margin shall be deemed equal to 2.25%.

          "Average Debt to Adjusted EBITDA Ratio" means, for any
     applicable computation period, the ratio of (a) (i) the sum of
     the consolidated Debt of the Borrower as at the end of each
     Fiscal Quarter in the period of four Fiscal Quarters ending on
     the date of determination, DIVIDED by (ii) four, to (b)
     Adjusted EBITDA.

          "Debt" of a Person means such Person's Indebtedness other
     than such person's (a) Rate Hedging Obligations and (b)
     Obligations for which such Person is then liable pursuant to
     or in respect of a Standby Letter of Credit and the face
     amount of any other Letter of Credit which is not a trade or
     commercial Letter of Credit.

          "Year-End Debt to Adjusted EBITDA Ratio" means, as of the
     end of each Fiscal Year, the ratio of (a) the Borrower's
     consolidated Debt as of the end of such Fiscal Year to (b)
     Adjusted EBITDA for the Fiscal Year then ended.
<PAGE>
(b)  deleting the definition of "Applicable Margin" in its
entirety, (c) amending the definitions of "Debt to Capitalization
Ratio" and "Fixed Charges" by deleting each reference therein to
"Indebtedness" and replacing it with a reference to "Debt" and (d)
amending the definition of "Fixed Charge Coverage Ratio" by
deleting the reference therein to "EBITDA" and replacing it with a
reference to "Adjusted EBITDA".

     2.3  Article II of the Credit Agreement is hereby amended by
deleting the phrase "a commitment fee of thirty basis points (.30%)
per annum" from Section 2.4(a) and inserting in lieu thereof the
phrase "a per annum rate equal to the Applicable Commitment Fee
Percentage".

     2.4  Article VI of the Credit Agreement is hereby amended as
follows:

          (a)  Section 6.20 is hereby amended by deleting the
reference to "$3,000,000" and replacing it with a reference to
"$4,000,000".

          (b)  Section 6.28 is hereby amended by (i) deleting
Section 6.28.3 in its entirety and replacing it with the following:

               6.28.3.   FIXED CHARGE COVERAGE RATIO.  As of the
          end of each Fiscal Quarter, maintain a Fixed Charge
          Coverage Ratio for the four Fiscal Quarters then ended of
          not less than (a) 1.50 to 1.0 as of the last day of the
          Fiscal Quarters ended February 28, 1999, May 31, 1999 and
          August 31, 1999 and (b) 1.75 to 1.0 as of the last day of
          each Fiscal Quarter thereafter.

and (ii) adding Sections 6.28.4 and 6.28.5 as follows:

               6.28.4.   AVERAGE DEBT TO ADJUSTED EBITDA RATIO.
          Maintain an Average Debt to Adjusted EBITDA Ratio as of
          the end of each Fiscal Quarter of not greater than the
          following:

                   PERIOD                 MAXIMUM RATIO
               Fiscal Year 1999              5.5:1.0
               Fiscal Year 2000              5.0:1.0
               Fiscal Year 2001              4.5:1.0
               Fiscal Year 2002              4.0:1.0

               6.28.5.   YEAR-END DEBT TO ADJUSTED EBITDA RATIO.
          Maintain a Year-End Debt to Adjusted EBITDA Ratio as of
          the end of each Fiscal Year of not greater than the
          following:

                MEASUREMENT DATE          MAXIMUM RATIO
               Fiscal Year End 1999          3.95:1.0
               Fiscal Year End 2000          3.50:1.0
               Fiscal Year End 2001          3.00:1.0
               Fiscal Year End 2002          2.50:1.0
<PAGE>
     2.5  Exhibit C to the Credit Agreement is hereby amended and
restated in its entirety in the form of the Exhibit C attached as
Annex I hereto.

3.   REPRESENTATIONS AND WARRANTIES OF THE BORROWER.

     3.1  The Borrower represents and warrants that the execution,
delivery and performance by the Borrower of this Amendment
Agreement have been duly authorized by all necessary corporate
action and that this Amendment Agreement is a legal, valid and
binding obligation of the Borrower, enforceable against the
Borrower in accordance with its terms, except as the enforcement
thereof may be subject to (a) the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law
affecting creditors' rights generally and (b) general principles of
equity (regardless of whether such enforcement is sought in a
proceeding in equity or at law).

     3.2  The Borrower hereby certifies that each of the
representations and warranties contained in the Credit Agreement is
true and correct in all material respects on and as of the date
hereof as if made on the date hereof, except to the extent that any
such representation or warranty is stated to relate solely to an
earlier date, in which case such representation or warranty shall
be true and correct on and as of such earlier date.

4.   REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.

     4.1  Upon the effectiveness of this Amendment Agreement, each
reference in the Credit Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import and each reference to
the Credit Agreement in each Loan Document shall mean and be a
reference to the Credit Agreement as amended hereby.

     4.2  Except as specifically amended above, all of the terms,
conditions and covenants of the Credit Agreement and the other Loan
Documents shall remain unaltered and in full force and effect and
shall be binding upon the Borrower in all respects and are hereby
ratified and confirmed.

     4.3  The execution, delivery and effectiveness of this
Amendment Agreement shall not operate as a waiver of (a) any right,
power or remedy of any Lender or the Agent under the Credit
Agreement or any of the Loan Documents, or (b) any Default or
Unmatured Default under the Credit Agreement.

5.   COSTS AND EXPENSES.  The Borrower agrees to pay on demand all
reasonable fees and out-of-pocket expenses of counsel for the Agent
in connection with the preparation, execution and delivery of this
Amendment Agreement.

6.   CHOICE OF LAW.  THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF
THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE
TO NATIONAL BANKS.
<PAGE>
7.   EXECUTION IN COUNTERPARTS; EFFECTIVENESS.  This Amendment
Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.  This
Amendment Agreement shall become effective as of the date first
above written; provided, that (a) the Agent has received
counterparts of this Amendment Agreement duly executed by the
Borrower and the Required Lenders and (b) the Borrower has paid the
Agent, on behalf of each Lender executing this Amendment and
delivering it to the Agent by April 5, 1999, an amendment fee equal
to .10% of such Lender's Commitment.

8.   HEADINGS.  Section headings in this Amendment Agreement are
included herein for convenience of reference only and shall not
constitute a part of this Amendment Agreement for any other
purposes.

                   [signature pages to follow]
<PAGE>
     IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders
have executed this Amendment Agreement as of the date first above
written.


                              RAWLINGS SPORTING GOODS COMPANY, INC.


                              By:       /s/ Rexford K. Peterson

                              Title: Interim Chief Financial Officer



                              THE FIRST NATIONAL BANK OF CHICAGO,
                                   Individually and as Agent


                              By:       /s/ Stephen C. Price

                              Title:    First Vice President



                              THE BANK OF NEW YORK


                              By:       /s/ David Shedd

                              Title:    Vice President



                              COMERICA BANK


                              By:      /s/ Jeffrey E. Peck

                              Title:   Vice President
<PAGE>
                              MERCANTILE BANK NATIONAL ASSOCIATION


                              By:        /s/ Stephen M. Reese

                              Title:     Senior Vice President



                              NATIONSBANK, N.A.


                              By:        /s/ Kent M. Schmelder

                              Title:    Senior Vice President