ARTICLES OF INCORPORATION OF SPORTS & rECREATION REINCORPORATION, INC.

ARTICLE I - NAME

The name of the  corporation  is  "SPORTS &  RECREATION  REINCORPORATION,  INC."
(hereinafter called the "Corporation").

ARTICLE II - ADDRESS OF PRINCIPAL OFFICE AND MAILING ADDRESS

The address of the principal  office of the  Corporation and the mailing address
of the Corporation are 4701 W. Hillsborough Avenue, Tampa, Florida 33614.

ARTICLE III - CAPITAL STOCK

The aggregate number of shares which the Corporation shall have the authority to
issue is 100,000,000 shares of Common Stock, par value $0.01 per share.

ARTICLE IV - INITIAL REGISTERED AGENT

The street address of the initial registered office of the Corporation is 501 E.
Kennedy  Blvd.,  Tampa,  Florida 33602;  and the name of the initial  registered
agent of the  Corporation  at that  address is  Fowler,  White,  Gillen,  Boggs,
Villareal and Banker, P.A. Attn: David C. Shobe, Esq.

ARTICLE V - INCORPORATOR

The name and address of the person filing these Articles of incorporation is:

                                    Stephen Bebis
                                    4701 W. Hillsborough Avenue
                                    Tampa, Florida  33614

ARTICLE VI - PURPOSE

The  Corporation  is organized  for the purpose of engaging in any lawful act or
activity for which  corporations may be organized under the Florida  Corporation
Act.

ARTICLE VII - SPECIAL MEETINGS OF STOCKHOLDERS

The  stockholders  of the  Corporation  may  only  call  a  special  meeting  of
stockholders  if the holders of at least 50% of all of the votes  entitled to be
caste on any issue  proposed to be  considered at the proposed  special  meeting
sign,  date and  deliver  to the  corporation's  secretary  one or more  written
demands for the meeting describing the purpose or purposes for which it is to be
held. In addition,  the directors or any officer instructed by the directors may
call a special meeting of the stockholders.

ARTICLE VII - BYLAWS

The  Board of  Directors  shall  have the power to  adopt,  amend or repeal  the
Bylaws.

IN WITNESS WHEREOF, the undersigned  incorporator has executed these Articles of
incorporation on April 19, 1996.


                                           /s/ Stephen Bebis                  
                                           Incorporator

<PAGE>
              CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE
                   FOR THE SERVICE OF PROCESS WITHIN FLORIDA
                  NAMING AGENT UPON WHOM PROCESS MAY BE SERVED

     In  compliance  with Section  48.091,  Florida  Statutes,  the following is
submitted:

     Sports & Recreation Reincorporation,  Inc. has named Fowler, White, Gillen,
Boggs, Villareal and Banker, P.A., located at 501 East Kennedy Boulevard,  Suite
1700, City of Tampa,  County of Hillsborough,  State of Florida, as its agent to
accept service of process within Florida.

     Having  been  named to  accept  service  of  process  for the  above-stated
corporation,  at the place designated in this certificate, I hereby agree to act
in this  capacity,  and I further  agree to comply  with the  provisions  of all
statutes relative to the proper and complete performance of my duties.

                                           FOWLER, WHITE, GILLEN, BOGGS,
                                           VILLAREAL AND BANKER, P.A.



                                           By:      /s/ David C. Shobe        
                                              David C. Shobe, For the Firm

                                           Date:    April 22, 1996            


<PAGE>

                               ARTICLES OF MERGER
                                       OF
                                JumboSports Inc.
                                      AND
                   Sports & Rrecreation Reincorporation, Inc.

To the Secretary of State
State of Florida

     Pursuant to the  provisions of the Florida  Business  Corporation  Act, the
Florida  wholly owned  subsidiary  business  corporation  and the foreign parent
business  corporation  named  below do hereby  adopt the  following  Articles of
Merger.

1.   Annexed  hereto and made a part hereof is the Plan and Agreement of Merger,
     as amended,  for merging  JumboSports  Inc.  ("Sports")  (formerly known as
     Sports &  Recreation,  Inc. but which has adopted the new name  pursuant to
     another  merger  of  even  date  herewith  with  a  wholly  owned  Delaware
     subsidiary known as Sports & Recreation  Macro Sports,  Inc.) into Sports &
     Recreation  Reincorporation,  Inc.  (the  "Company")  as  approved  by  the
     Shareholders of Sports on June 12, 1996.

2.   The effective time and date of the merger herein  provided for in the State
     of Florida  shall be the date and time when these  Articles of Merger shall
     be filed with the Secretary of State of the State of Florida.

3.   Approval of the Plan and  Agreement  of Merger by the  Shareholders  of the
     Company was not required  because the Company was a wholly owned subsidiary
     of Sports.

4.   The merger of Sports with and into the Company is  permitted by the laws of
     Delaware, its jurisdiction of organization,  and is in compliance with said
     laws.  The Plan  and  Agreement  of  Merger  was  adopted  by the  Board of
     Directors of Sports on April 5, 1996 and was amended by the Board of Sports
     on December 18, 1996.

5.   As to the Company,  the aforesaid  Plan of Merger was adopted in accordance
     with the provisions of the Florida  Business  Corporation  Act on April 23,
     1996 and amended on December 13, 1996.

6.   The Company will be the  Surviving  Corporation  in the Merger and from and
     after the effective  time of the Merger will change its name to JumboSports
     Inc.

     IN WITNESS WHEREOF, the undersigned have caused these Articles of Merger to
be executed effective the 14th day of February, 1997.

                                     JumboSports Inc.

                                     By:   /s/ Stephen Bebis                   
                                     Name:  Stephen Bebis
                                     Title: Chairman, CEO and President


                                     SPORTS & RECREATION REINCORPORATION, INC.

                                     By:    /s/ Stephen Bebis                  
                                     Name:  Stephen Bebis
                                     Title: Chairman, CEO and President

<PAGE>

                          PLAN AND AGREEMENT OF MERGER


THIS PLAN AND AGREEMENT OF MERGER,  dated April 23, 1996 (the  "Agreement"),  is
entered  into  between  SPORTS &  RECREATION  REINCORPORATION,  INC.,  a Florida
corporation  ("FLORIDA") and SPORTS & RECREATION,  INC., a Delaware  corporation
("SPORTS").

                                    RECITALS

A.   SPORTS has an aggregate  authorized capital of 100,000,000 shares of Common
     Stock, par value of $0.01 per share (the "SPORTS Common Stock"),  of which,
     as of March 15, 1996, 19,778,031 were duly issued and outstanding.

B.   FLORIDA has an aggregate  authorized capital stock of 100,000,000 shares of
     Common Stock, par value of $0.01 per share (the "FLORIDA Common Stock"), of
     which 19,778,031 shares have been duly issued and are now outstanding.

C.   The  respective  Boards of Directors of FLORIDA and SPORTS believe that the
     best interests of FLORIDA and SPORTS and their respective stockholders will
     be served by the merger of SPORTS with  FLORIDA  under and  pursuant to the
     provisions of this Agreement and the Delaware  General  Corporation Law and
     the Florida General Corporation Act.


                                    AGREEMENT

     In consideration of the Recitals and of the mutual agreements  contained in
this Agreement, the parties hereto agrees as set forth below.

1.   MERGER

     SPORTS shall be merged with and into FLORIDA (the "MERGER").

2.   SHAREHOLDER APPROVAL

     Priorto the filing of this  Agreement or a  certificate  of merger with the
     Secretary of State of Delaware, or of Articles of Merger with the Secretary
     of State of  Florida,  the  majority  of the  outstanding  shares of SPORTS
     entitled to vote at the 1996 Annual Meeting of Stockholders of SPORTS shall
     have approved this Agreement and the transaction contemplated hereby.

3.   EFFECTIVE DATE

     The Merger shall become effective  immediately upon the later of the filing
     of this Agreement or a certificate of merger with the Secretary of State of
     Delaware in accordance  with the Delaware  General  Corporation Law and the
     filing of  articles  of merger  with the  Secretary  of State of Florida in
     accordance  with the  Florida  General  Corporation  Act.  The time of such
     effectiveness is hereafter called the "Effective Date".

<PAGE>

4.   SURVIVING CORPORATION

     FLORIDA shall be the surviving corporation of the Merger and shall continue
     to be governed by the Laws of the State of Florida.  On the Effective Date,
     the separate corporate existence of SPORTS shall cease.

5.   NAME OF SURVIVING CORPORATION

     On the Effective  Date, the Articles of  Incorporation  of FLORIDA shall be
     amended to change the name of FLORIDA to "SPORTS & RECREATION, INC."

6.   CERTIFICATE OF INCORPORATION

     Except as provided in Section 4, the Articles of  Incorporation  of FLORIDA
     as they exist on the Effective Date shall be the Articles of  Incorporation
     of FLORIDA  following the Effective  Date,  unless and until the same shall
     thereafter be amended or repealed in accordance  with the Laws of the State
     of Florida.

7.   BYLAWS

     The  Bylaws of FLORIDA  as they  exist on the  Effective  Date shall be the
     Bylaws of FLORIDA  following the Effective Date,  unless and until the same
     shall be amended or repealed in accordance with the provisions  thereof and
     the laws of the State of Florida.

8.   BOARD OF DIRECTORS AND OFFICERS

     The  members  of  the  Board  of  Directors  and  the  officers  of  SPORTS
     immediately  prior to the Effective  Date shall be the members of the Board
     of Directors  and the  officers,  respectively,  of FLORIDA  following  the
     Effective  Date, and such persons shall serve in such offices for the terms
     provided by Law or in the Bylaws, or until their respective  successors are
     elected and qualified.

9.   RETIREMENT OF OUTSTANDING FLORIDA STOCK

     Forthwith upon the Effective  Date,  each of the  19,778,031  shares of the
     FLORIDA Common Stock presently issued and outstanding shall be retired, and
     no shares of FLORIDA  Common Stock or other  securities of FLORIDA shall be
     issued in respect thereof.

10.  CONVERSION OF OUTSTANDING SPORTS STOCK

     Forthwith upon the Effective  Date,  each issued and  outstanding  share of
     SPORTS  Common Stock and all rights in respect  thereof  shall be converted
     into one fully-paid and  nonassessable  share of FLORIDA Common Stock,  and
     each certificate  representing  shares of SPORTS Common Stock shall for all
     purposes be deemed to evidence  the  ownership of the same number of shares
     of FLORIDA Common Stock as are set forth in such certificate.  Certificates
     of SPORTS Common Stock presented for transfer  following the Effective Date
     will be replaced with certificates for the same number of shares of FLORIDA
     Common Stock.

<PAGE>

11.  STOCK OPTIONS, WARRANTS AND CONVERTIBLE DEBT

     Forthwith  upon the  Effective  Date,  each stock  option,  stock  warrant,
     convertible  debt  instrument  and other right to subscribe for or purchase
     shares of SPORTS Common Stock shall be converted into a stock option, stock
     warrant,  convertible  debt  instrument  or other right to subscribe for or
     purchase  the same  number of  shares of  FLORIDA  Common  Stock,  and each
     certificate,  agreement,  note or other  document  representing  such stock
     option,  stock  warrant,  convertible  debt  instrument  or other  right to
     subscribe  for or  purchase  shares of SPORTS  Common  Stock  shall for all
     purposes be deemed to  evidence  the  ownership  of a stock  option,  stock
     warrant,  convertible  debt  instrument  or other right to subscribe for or
     purchase of FLORIDA Common Stock.

12.  RIGHTS AND LIABILITIES OF FLORIDA

     At and after the Effective Date, and all in the manner of and as more fully
     set forth in Section  607,1106 of the Florida  General  Corporation Act and
     Section 259 of the Delaware General  Corporation Law, the title to all real
     estate and other property, or any interest therein, owned by each of SPORTS
     and FLORIDA  shall be vested in FLORIDA  without  reversion or  impairment;
     FLORIDA  shall  succeed to and possess,  without  further act or deed,  all
     estates,  rights,  privileges,  powers,  and  franchise,  both  public  and
     private,  and all of the  property,  real,  personal  and  mixed of each of
     SPORTS  and  FLORIDA  without   reversion  or  impairment;   FLORIDA  shall
     thenceforth  be  responsible   and  liable  for  all  the  liabilities  and
     obligations  of each SPORTS and  FLORIDA;  any claim  existing or action or
     proceeding  pending by or against  SPORTS or FLORIDA may be continued as if
     the Merger did not occur or FLORIDA  may be  substituted  for SPORTS in the
     proceeding; neither the rights of creditors nor any liens upon the property
     of SPORTS or FLORIDA  shall be impaired by the  Merger;  and FLORIDA  shall
     indemnify  and hold  harmless  the  officers  and  directors of each of the
     parties hereto against all such debts,  liabilities  and duties and against
     all claims and demands arising out of the Merger.

13.  TERMINATION

     This  Agreement may be terminated and abandoned by action of the respective
     Boards  of  Directors  of  SPORTS  and  FLORIDA  at any  time  prior to the
     Effective  Date,  whether before or after approval by the  stockholders  of
     either or both of the parties hereto.

14.  AMENDMENT

     The Boards of Directors of the parties  hereto may amend this  Agreement at
     any time prior to the  Effective  Date;  provided  that an  amendment  made
     subsequent to the approval of this Agreement by the  stockholders of either
     of the parties  hereto  shall not: (a) change the amount or kind of shares,
     securities,  cash,  property or rights to be received in exchange for or on
     conversion  of all or any of the shares of the parties  hereto,  (b) change
     any term of the  Articles of  Incorporation  of FLORIDA,  or (c) change any
     other terms or conditions of this Agreement if such change would  adversely
     affect the holders of any capital stock of either party hereto.

15.  REGISTERED OFFICE

     The registered  office of FLORIDA in the State of Florida is located at 501
     East Kennedy Blvd., Suite 1700, Tampa, FL 33602, and Fowler, White, Gillen,
     Boggs,  Villareal and Banker,  P.A. is the  registered  agent of FLORIDA at
     such address.

<PAGE>

16.  INSPECTION OF AGREEMENT


     Executed copies of this Agreement will be on file at the principal place of
     business of FLORIDA at 4701 W. Hillsborough Avenue, Tampa, FL 33614. A copy
     of this  Agreement  shall be furnished  by FLORIDA,  on request and without
     cost, to any stockholder of either SPORTS or FLORIDA.

17.  GOVERNING LAW

     This Agreement shall in all respects be construed, interpreted and enforced
     in accordance with and governed by the Laws of the State of Florida.

18.  SERVICE OF PROCESS

     On and after the Effective Date,  FLORIDA agrees that it may be served with
     process in Delaware in any proceeding for  enforcement of any obligation of
     SPORTS or FLORIDA arising from the Merger.

19.  DESIGNATION OF DELAWARE SECRETARY OF STATE AS AGENT FOR SERVICE OF PROCESS

     On and after the Effective Date, FLORIDA irrevocably appoints the Secretary
     of State of Delaware as its agent to accept  service of process in any suit
     or other  proceeding to enforce the rights of any stockholders of SPORTS or
     FLORIDA  arising  from  the  Merger.  The  Delaware  Secretary  of State is
     requested to mail a copy of any such process to FLORIDA at 501 East Kennedy
     Blvd.,  Suite 1700,  Tampa, FL 33602,  Attention:  Fowler,  White,  Gillen,
     Boggs, Villareal and Banker, P.A.

     IN WITNESS WHEREOF, each of the parties hereto,  pursuant to authority duly
granted  by their  respective  Board of  Directors,  has  caused  this  Plan and
Agreement of Merger to be executed,  respectively, by its President and attested
by its Secretary.

                                     SPORTS & RECREATION REINCORPORATION, INC.
                                     a Florida corporation
ATTEST:

/s/ Susan L. Jump                    By: /s/ Stephen Bebis
Secretary                            Name: Stephen Bebis
                                     Its:  President


                                     SPORTS & RECREATION, INC.
                                     a Delaware corporation
ATTEST:

/s/ Susan L. Jump                    By: /s/ Stephen Bebis
Secretary                            Name: Stephen Bebis
                                     Its:  President

<PAGE>

                  AMENDMENT TO THE PLAN AND AGREEMENT OF MERGER

     THIS AMENDMENT is made and entered into this 18th day of December, 1996, by
and between SPORTS & RECREATION,  INC., a Delaware corporation  ("SPORTS"),  and
SPORTS & RECREATION  REINCORPORATION,  a Florida  corporation  ("FLORIDA").  All
terms not  defined  herein  shall  have the  meanings  ascribed  to them in that
certain  Plan and  Agreement  of Merger  dated the 23rd day of April,  1996 (the
"Merger Agreement") by and between SPORTS and FLORIDA.

                              W I T N E S S E T H:

     WHEREAS,  SPORTS AND FLORIDA  entered into the Merger  Agreement  dated the
23rd day of April, 1996 whereby SPORTS AND FLORIDA agreed to merge.

     WHEREAS,  the  Shareholders  of SPORTS  approved the Merger  Agreement at a
meeting of the shareholders on June 12, 1996.

     WHEREAS, the Board of Directors of FLORIDA approved the Merger Agreement in
an Action by Written Consent of the Board of Directors on April 23, 1996.

     WHEREAS,  SPORTS and FLORIDA now desire to amend the Plan and  Agreement of
Merger;

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and agreements
herein contained and for other good and valuable consideration,  the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally  bound  thereby,  agree to amend  the Plan and  Agreement  of  Merger as
follows:

Paragraph  5 of the Plan and  Agreement  of  Merger  shall be  stricken  and the
following paragraph shall be substituted in its place:

5.   NAME OF SURVIVING CORPORATION

     On the Effective  Date, the Articles of  Incorporation  of Florida shall be
amended to change the name of  FLORIDA  to "Sports &  Recreation,  Inc." or such
other name that has been  adopted by SPORTS prior to the  Effective  Date of the
merger.

     THIS AMENDMENT is being entered into this 18th day of December, 1996.

                                      SPORTS & RECREATION REINCORPORATION, INC.

                                      By: /s/ Stephen Bebis
                                      Its: President


                                      SPORTS & RECREATION, INC.

                                      By: /s/ Stephen Bebis
                                      Its: President

<PAGE>

                          Directors of JumboSports Inc.

Stephen Bebis                               4701 West Hillsborough Avenue
                                            Tampa, Florida 33614

Steven A. Raymund                           Tech Data
                                            5350 Tech Data Drive
                                            Clearwater, Florida  34620

R. Bradley Martin                           Proffit's, Inc.
                                            5810 Shelby Oaks Drive
                                            Memphis, Tennessee  38134

Chris T. Sullivan                           Outback Steakhouse
                                            550 N. Reo Street, Suite 200
                                            Tampa, Florida  33609

Samuel Northrop, Jr.                        8140 Mar Del Plata Street East
                                            Jacksonville, Florida  32256

Ronald L. Vaughn                            78 Adalia Avenue South
                                            Tampa, Florida  33606

Harold Compton                              CompuUSA
                                            14951 North Dallas Parkway
                                            Dallas, Texas  75240

<PAGE>

                          Officers of JumboSports Inc.

Stephen Bebis              President and Chief Executive Officer
                           4701 West Hillsborough Avenue
                           Tampa, Florida 33614

Raymond P. Springer        Executive Vice President and Chief Financial Officer
                           4701 West Hillsborough Avenue
                           Tampa, Florida 33614

Robert J. Wittman          Executive Vice President and 
                            Chief Merchandising Officer
                           4701 West Hillsborough Avenue
                           Tampa, Florida 33614

Susan L. Jump              Secretary
                           4701 West Hillsborough Avenue
                           Tampa, Florida 33614

<PAGE>

                                     CONSENT

     I hereby  consent  to the use of the  corporate  name  "JumboSports  Inc.,"
reserved  by  the   undersigned   on  February  3,  1997,   reservation   number
R97000000531, by Sports & Recreation Reincorporation,  Inc. (the "Company"). The
Company  may adopt the name  JumboSports  Inc.  upon  filing of its  Articles of
Merger of Sports & Recreation Reincorporation,  Inc., a Florida corporation, and
JumboSports Inc., Delaware  corporation,  with the Florida Secretary of State on
Friday, February 14, 1997.

     Dated as of this 12th day of February, 1997.



                                                /s/ Amy R. Eckard
                                                Amy R. Eckard

<PAGE>

                   AMENDMENT TO THE ARTICLES OF INCORPORATION
                                       OF
                                JUMBOSPORTS INC.

     WHEREAS,   the   Articles   of   Incorporation   of  SPORTS  &   RECREATION
REINCORPORATION,  INC. were originally  filed with and approved by the Secretary
of State of Florida on the 22nd day of April, 1996; and

     WHEREAS, Articles of Merger for SPORTS & RECREATION  REINCORPORATION,  INC.
were filed with and  approved by the  Secretary  of State of Florida on the 14th
day of February,  1997,  pursuant to which SPORTS & RECREATION  REINCORPORATION,
INC. changed its name to JUMBOSPORTS INC. as the surviving corporation; and

     WHEREAS,  it is the  intention of the  directors  and the  shareholders  of
JUMBOSPORTS  INC.  that the Articles of  Incorporation  be amended in accordance
with the Amendment to the Articles of Incorporation hereinafter set forth; and

     WHEREAS,  the  proposed  Amendment  to the  Articles  of  Incorporation  of
JUMBOSPORTS  INC.  hereinafter set forth was approved by the requisite number of
shareholders of JUMBOSPORTS INC. on the 16th day of June, 1997; and

     WHEREAS,  the approval of the Secretary of State of Florida of the proposed
Amendment hereinafter set forth is hereby requested.

     RESOLVED,  that the Articles of Incorporation of the Corporation be amended
by the  addition  of  Article  IX which  shall be and  read in its  entirety  as
follows:

                             ARTICLE IX - DIRECTORS

     (a) The number of  directors  which shall  constitute  the entire  Board of
Directors shall be not less than three (3) nor more than fifteen (15) directors.
Within these limits, the number of directors shall be fixed from time to time in
accordance  with the  Bylaws.  The  directors  shall be  elected  at the  annual
shareholders'  meeting,  except as provided in subparagraph  (b) of this Article
IX. The  directors  shall be divided  into three (3) classes as nearly  equal in
number as may be. At the annual shareholders'  meeting in 1997, one class of two
directors shall be elected for a one-year term, one class of two directors shall
be  elected  for a  two-year  term,  and one class or three  directors  shall be
elected for a three-year term.  Commencing with the annual shareholders' meeting
in 1998 and at each succeeding annual shareholders'  meeting,  successors to the
class of directors whose terms expire at such annual shareholders' meeting shall
be elected for a three-year  term.  If the number of  directors is changed,  any
increase or decrease in directors  shall be apportioned  among the classes so as
to maintain  the number of  directors  comprising  each class as nearly equal as
possible. Any additional directors of a class shall hold office for a term which
will coincide with the remaining term of the other directors of the class.

     (b) A director shall hold office until the annual shareholders' meeting for
the year in which his or her term expires and until his or her  successor  shall
be elected.  Directors may be removed only by the holders of at least a majority
of the outstanding  Common Stock and only for cause at a meeting called for such
purpose.  Except as may otherwise be provided by law, cause for removal shall be
construed to exist only if (i) the  director  whose removal is proposed has been
convicted of a felony by a court of competent jurisdiction and the conviction is
no longer  subject to direct  appeal,  (ii) the director has been  adjudged by a
court of competent jurisdiction to be liable for negligence or misconduct in the
performance  of his or her duty to the  corporation  in a matter of  substantial
importance to the  corporation,  and the  adjudication  is no longer  subject to
direct  appeal or (iii) any other  situation  exists  which  eighty (80%) of the
other directors, in their sole discretion, agree constitutes cause for removal.
<PAGE>
     (c) If any vacancy occurs on the Board of Directors or any new directorship
is created by an increase in the authorized  number of directors,  a majority of
the directors in office, though less than a quorum, may fill the vacancy or fill
the newly  created  directorship.  Any director  elected to fill a vacancy shall
have the same term as that of his or her  predecessor,  or, if such vacancy is a
result of an increase in the number of directors, as that of the other directors
of the class of which he or she shall be a member.

     IN WITNESS  WHEREOF,  this  Amendment to the Articles of  Incorporation  is
hereby  adopted and  executed  on behalf of  JUMBOSPORTS  INC. by its  President
effective the 6th day of May, 1997.

                                            JUMBOSPORTS INC.



                                            By: /s/ Stephen Bebis
                                            Stephen Bebis, President


<PAGE>

                             ARTICLES OF CORRECTION
                                       OF
                                JUMBOSPORTS INC.

     WHEREAS,  an Amendment to the Articles of Incorporation of JUMBOSPORTS INC.
was filed with and approved by the Secretary of State of Florida on the 14th day
of August, 1997, a copy of which is attached hereto; and

     WHEREAS, the following statement contained in the Amendment to the Articles
of  Incorporation is incorrect as the Amendment to the Articles of Incorporation
was actually adopted and executed effective the 6th day of August, 1997, and not
the 6th day of May, 1997;

     "IN WITNESS  WHEREOF,  this Amendment to the Articles of  Incorporation  is
     hereby adopted and executed on behalf of JUMBOSPORTS  INC. by its President
     effective the 6th day of May, 1997."

     NOW  THEREFORE,   the  Amendment  to  the  Articles  of   Incorporation  of
JUMBOSPORTS  INC. is hereby  corrected  by deleting  in its  entirety  the above
referenced statement and by substituting therefor the following, to wit:

     "IN WITNESS  WHEREOF,  this Amendment to the Articles of  Incorporation  is
     hereby adopted and executed on behalf of JUMBOSPORTS  INC. by its President
     effective the 6th day of August, 1997."

     IT WITNESS  WHEREOF,  these  Articles of Correction  are hereby adopted and
executed on behalf of JUMBOSPORTS  INC. by its President  effective the 19th day
of August, 1997.


                                               JUMBOSPORTS, INC.



                                               By: /s/ Stephen Bebis
                                               Stephen Bebis, President