AMENDMENT NO. 3 TO CREDIT AGREEMENT


     This Amendment No. 3 to Credit Agreement (the "Amendment
Agreement") is entered into as of September 23, 1996 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 Lender and the Agent entered into
that certain Credit Agreement dated as of July 8, 1994 and
amended as of March 24, 1995 and August 31, 1995 (the "Credit
Agreement"); and

     WHEREAS, the Borrower, the Lenders and the Agent have agreed
to further 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) deleting the definitions of "Aggregate
     Available Commitment", "Borrowing Date" and "Notes" in their
     entirety and replacing them with the following:

               "Aggregate Available Commitment" means, at any
          time, the Aggregate Revolving Credit Commitment at such
          time MINUS the Facility Letter of Credit Obligations
          outstanding at such time and the aggregate principal
          amount of the Swing Line Loans outstanding at such
          time.

               "Borrowing Date" means a date on which an Advance
          or a Swing Line Loan is made or a Facility Letter of
          Credit is issued hereunder.

               "Notes" means any one or more of the Revolving
          Credit Notes or the Swing Line Notes.

     and (b) adding the following definitions thereto:

               "Swing Line Bank" means  First Chicago or any
          other Lender as a successor Swing Line Bank.
<PAGE>
               "Swing Line Commitment" means the obligations of
          the Swing Line Bank to make Swing Line Loans up to a
          maximum principal amount of $5,000,000 at any one time
          outstanding.

               "Swing Line Loan" means a swing line loan made
          available to the Borrower by the Swing Line Bank
          pursuant to Section 2.21 hereof.

               "Swing Line Note" means a promissory note, in
          substantially the form of Exhibit E hereto, duly
          executed by the Borrower and payable to the order of
          the Swing Line Bank in the amount of its Swing Line
          Commitment, including any amendment, restatement,
          modification, renewal or replacement of such Swing Line
          Note.

          2.2  Article II of the Credit Agreement is hereby
amended as follows:

               (a)  Section 2.1(b) is hereby amended by adding
          the following after the reference to "Revolving Credit
          Loans" on the second line thereof:

                    ", Swing Line Loans"

               (b)  Section 2.4(b) is hereby amended by adding
          the following at the end of the proviso thereto:

                    PLUS (iii) the aggregate principal amount of
                    the outstanding Swing Line Loans

               (c)  Section 2.20.1(b) is hereby amended by
          deleting clause (iii) thereof in its entirety and
          replacing it with the following:

                    (iii)     the sum at any time of (A) the
               aggregate amount of Facility Letter of Credit
               Obligations, (B) the aggregate principal balance
               of outstanding Revolving Credit Advances and
               (C) the aggregate principal balance of Swing Line
               Loans exceed the amount of the Aggregate Revolving
               Credit Commitment;

               (d)  Section 2.21 is hereby added as follows:

                    2.21.     SWING LINE LOANS. 

                          2.21.1   AMOUNT OF SWING LINE LOANS. 
                    Subject to the terms and conditions set forth
                    in this Agreement, at any time prior to the
                    earlier of (x) the Facility Termination Date
                    and (y) the termination of the obligation of
                    the Lenders to make Loans hereunder, the
                    Swing 
<PAGE>
                    Line Bank agrees to make swing line
                    loans to the Borrower from time to time, in a
                    minimum amount of $100,000 and in increments
                    of $25,000 in excess thereof and in an
                    aggregate amount not to exceed the Swing Line
                    Commitment (each, individually, a "Swing Line
                    Loan" and collectively, the "Swing Line
                    Loans"); provided, however, that at no time
                    shall the sum of (a) the principal amount of
                    outstanding Revolving Credit Loans, PLUS
                    (b) the outstanding Facility Letter of Credit
                    obligations, PLUS (c) the principal amount of
                    outstanding Swing Line Loans exceed the
                    Aggregate Revolving Credit Commitment. 
                    Subject to the terms of this Agreement, the
                    Borrower may borrow, repay and reborrow Swing
                    Line Loans at any time prior to the earlier
                    of (x) the Facility Termination Date and
                    (y) the termination of the obligation of the
                    Lenders to make Loans hereunder.

                          2.21.2   BORROWING NOTICE.  The
                    Borrower shall give the Agent and the Swing
                    Line Bank telephonic notice, not later than
                    11:00 a.m. (Chicago Time) on the Borrowing
                    Date of each Swing Line Loan, specifying
                    (a) the applicable Borrowing Date (which
                    shall be a Business Day), and (b) the
                    aggregate amount of the requested Swing Line
                    Loan.

                          2.21.3   MAKING OF SWING LINE LOANS. 
                    Not later than 1:30 p.m. (Chicago time) on
                    the applicable Borrowing Date, the Swing Line
                    Bank shall make available its Swing Line
                    Loan, in funds immediately available in
                    Chicago, to the Agent at its address
                    specified on the signature pages to this
                    Agreement; provided, that each of the
                    conditions set forth in Section 4.2 shall be
                    satisfied (with the making of a Swing Line
                    Loan deemed to be an Advance for the purposes
                    of such Section 4.2).  The Agent will
                    promptly make the funds so received from the
                    Swing Line Bank available to the Borrower at
                    the Agent's aforesaid address.

                          2.21.4   REPAYMENT OF SWING LINE LOANS. 
                    The Borrower may at any time pay, without
                    penalty or premium, all outstanding Swing
                    Line Loans upon notice to the Agent and the
                    Swing Line Bank.  In addition, the Agent
                    (a) may at any time in its sole discretion
                    with respect to any outstanding Swing Line
                    Loan, or (b) shall on the fifth Business Day
                    after the Borrowing Date of any Swing Line
                    Loan which, after giving effect thereto,
                    caused the aggregate principal amount of all
                    outstanding Swing Line Loans to be greater
                    than $500,000, require the Lenders (including
                    the Swing Line Bank) to make Revolving Loans
                    pursuant to Section 2.1 hereof to repay such
                    outstanding Swing Line Loans.  Not later than
                    1:30 p.m. (Chicago 
   <PAGE>
                    time) on the date of any
                    notice received pursuant to this
                    Section 2.21.4, each Lender shall make
                    available its required Revolving Loan in
                    funds immediately available in Chicago to the
                    Agent at its address specified on the
                    signature pages to this Agreement.  Unless a
                    Lender shall have notified the Swing Line
                    Bank, prior to its making any Swing Line
                    Loan, that any applicable condition precedent
                    set forth in Section 4.1 or 4.2 had not then
                    been satisfied, such Lender's obligation to
                    make Revolving Loans pursuant to this
                    Section 2.21.4 to repay Swing Line Loans
                    shall be unconditional, continuing,
                    irrevocable and absolute and shall not be
                    affected by any circumstance, including,
                    without limitation, (i) any set-off,
                    counterclaim, recoupment, defense or any
                    other rights which such Lender may have
                    against the Agent, the Swing Line Bank or any
                    other Person, (ii) the occurrence or
                    continuance of a Default or Unmatured Default
                    or any termination of the obligation of the
                    Lenders to make Revolving Loans pursuant to
                    Section 7.2 hereof or otherwise, (iii) any
                    adverse change in the condition (financial or
                    otherwise) of the Borrower, or (iv) any other
                    circumstances, happening or event whatsoever. 
                    In the event that any Lender fails to make
                    payment to the Agent of any amount due under
                    this Section 2.21.4, the Agent shall be
                    entitled to receive, retain and apply against
                    such obligation the principal and interest
                    otherwise payable to such Lender hereunder
                    until the Agent received such payment from
                    such Lender or such obligation is otherwise
                    fully satisfied.  In addition to the
                    foregoing, if for any reason any Lender fails
                    to make a Revolving Loan required to be made
                    by it pursuant to this Section 2.21.4, such
                    Lender shall be deemed, at the option of the
                    Agent, to have unconditionally and
                    irrevocably purchased from the Swing Line
                    Bank, without recourse or warranty, an
                    undivided interest and participation in the
                    applicable Swing Line Loan in the amount of
                    such Revolving Loan, and such interest and
                    participation may be recovered from such
                    Lender together with interest thereon at the
                    Federal Funds Effective Rate for each day
                    during the period commencing on the date of
                    demand and ending on the date such amount is
                    received.  On the Facility Termination Date,
                    the Borrower shall repay in full the
                    outstanding principal balance of the Swing
                    Line Loans.

                          2.21.5   RATE OPTIONS FOR SWING LINE
                    LOANS.  The Swing Line Loans shall at all
                    times bear interest at the Floating Rate.

          2.3  Article V of the Credit Agreement is hereby
     amended by deleting Section 5.8 in its entirety and
     replacing it with the following:

     <PAGE>

               5.8. LITIGATION AND CONTINGENT OBLIGATIONS.  There
          is no litigation, arbitration, proceeding, inquiry or
          governmental investigation (including, without
          limitation, by the Federal Trade Commission) pending
          or, to the knowledge of any of their officers,
          threatened against or affecting the Rawlings Business,
          the Borrower or any Subsidiary or any of their
          respective properties (a) as of the date of this
          Agreement, except as set forth on Schedule 5.8, and no
          such matter set forth herein could reasonably be
          expected to have a Material Adverse Effect or to
          prevent, enjoin or unduly delay the making of the Loans
          or Advances under this Agreement, or (b) after the date
          of this Agreement which could reasonably be expected to
          have a Material Adverse Effect or to prevent, enjoin or
          unduly delay the making of the Loans or Advances under
          this Agreement.  As of the date of this Agreement,
          neither the Borrower nor any Subsidiary has any
          material contingent obligations except as set forth on
          Schedule 5.8.

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

               (a)  Section 6.28.2 is hereby amended by deleting
          the table set forth therein in its entirety and
          replacing it with the following:






                    PERIOD                        MAXIMUM RATIO


               Each Fiscal Quarter Ending
               November 30 or February 28              65%

               Each Fiscal Quarter Ending
               May 31 or August 31                     55%



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

                    6.28.3.     FIXED CHARGE COVERAGE RATIO.  As
               of the last day of each Fiscal Quarter, maintain a
               Fixed Charge Coverage Ratio for the four Fiscal
               Quarters then ended of not less than the ratio set
               forth below for the corresponding measurement
               date:

                    MEASUREMENT DATE    MINIMUM RATIO 

                      8/31/96             1.75:1
                      11/30/96            1.75:1
                      2/28/97             1.75:1
                      5/31/97             2.00:1



                         and the last day of each 
                         Fiscal Quarter thereafter
<PAGE>
          2.5  Exhibit E is hereby added in the form of the
     Exhibit E attached as Annex 1 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.
<PAGE>
     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.

     7.   EXECUTION IN COUNTERPARTS.  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 the Agent has received
(a) counterparts of this Amendment Agreement duly executed by the
Borrower and each Lender and (b) an executed copy of a Swing Line
Note in favor of the initial Swing Line Bank.

     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: ______________________________
                              Name: 
                              Title: 



                         THE FIRST NATIONAL BANK OF CHICAGO,
                         Individually and as Agent

                         By: ______________________________
                              Name:  
                              Title: 



                         THE BANK OF NEW YORK

                         By: ______________________________
                              Name:  
                              Title: 



                         THE BOATMEN'S NATIONAL BANK OF ST. LOUIS

                         By: ______________________________
                              Name:  
                              Title: 



                         COMERICA BANK

                         By: ______________________________
                              Name:  
                              Title: 



                         KEYBANK NATIONAL ASSOCIATION

                         By: ______________________________
                              Name:  
                              Title:  
<PAGE>                              
                              
                                                                ANNEX 1
                                                        
                            EXHIBIT E

                             FORM OF
                         SWING LINE NOTE


$_________________                           Dated: ____________


     FOR VALUE RECEIVED, the undersigned (the "Borrower") HEREBY
PROMISES TO PAY to the order of _______________________________
(the "Lender") the principal sum of ___ Million United States
Dollars ($_______) or, if less, the aggregate unpaid principal
amount of the Swing Line Loans made by the Lender to the Borrower
pursuant to Section 2.21 of the Credit Agreement (as hereinafter
defined), on or before the Facility Termination Date; together, in
each case, with interest on any and all principal amounts remaining
unpaid hereunder from time to time outstanding.  Interest upon the
unpaid principal amount hereof shall accrue at the rates, shall be
calculated in the manner and shall be payable on the dates set
forth in the Credit Agreement.  After maturity, whether by
acceleration or otherwise, accrued interest shall be payable upon
demand.  Both principal and accrued interest shall be payable in
accordance with the Credit Agreement to The First National Bank of
Chicago, as Agent (the "Agent") on behalf of the Lender, at its
office set forth in the Credit Agreement in immediately available
funds.  The Swing Line Loans made by the Lender to the Borrower
pursuant to the Credit Agreement and all payments on account of
principal hereof shall be recorded by the Lender and, prior to any
transfer thereof, endorsed on Schedule A attached hereto which is
part of this Swing Line Note or otherwise in accordance with its
usual practices; provided, however, that the failure to so record
shall not affect the Borrower's obligations under this Swing Line
Note.

     This Swing Line Note is a Note referred to in, and is entitled
to the benefits of, the Credit Agreement dated as of July 8, 1994
and amended as of March 24, 1995, August 31, 1995 and September 23,
1996 by and among the Borrower, the financial institutions
signatory thereto (including the Lender) and the Agent (as further
amended, modified or supplemented from time to time, the "Credit
Agreement") and the other Loan Documents.  Capitalized terms used
but not otherwise defined herein shall have the respective meanings
ascribed thereto in the Credit Agreement.  The Credit  Agreement,
among other things, contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and
also for prepayments on account of principal hereof prior to the
maturity hereof upon the terms and conditions therein specified.

     The Borrower hereby waives presentment, demand, protest or
notice of any kind in connection with this Swing Line Note.
<PAGE>
          THIS SWING LINE NOTE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE INTERNAL LAWS, WITHOUT REGARD TO CONFLICT
OF LAWS PROVISIONS, OF THE STATE OF ILLINOIS BUT GIVING EFFECT TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.


                              RAWLINGS SPORTING GOODS COMPANY,
                                 INC.


                              By: __________________________
                                 Name:  
                                 Title: 
<PAGE>

                                                       SCHEDULE A


                         Swing Line Note

                     dated _________________

                     payable to the order of

                             [LENDER]



                        PRINCIPAL PAYMENTS


                    AMOUNT OF        UNPAID
                    PRINCIPAL        PRINCIPAL    NOTATION
     DATE           REPAID           BALANCE MADE BY