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                                  EXHIBIT 99.4

                      CERTIFICATE OF OWNERSHIP AND MERGER

                                       OF

                               "JumboSports Inc."

                                      AND

                   Sports & Recreation Reincorporation, Inc.


It is hereby certified that:

     1.  The constituent business corporations participating in the merger
herein certified are:

     (i)            JumboSports Inc. (the "Corporation") (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.), which is incorporated under
the laws of the State of Delaware; and

     (ii)            Sports & Recreation Reincorporation, Inc. ("FLORIDA"),
which is a wholly owned subsidiary of the Corporation which is incorporated
under the laws of the State of Florida.

     2.  A Plan and Agreement of Merger, as amended, has been approved,
adopted, certified, executed and acknowledged by each of the aforesaid
constituent corporations in accordance with the provisions of Section 253 of
the General Corporation Law of the State of Delaware, to wit, including the
approval of the shareholders of the Corporation as the non surviving parent
obtained at the annual shareholders' meeting of the Corporation on June 12,
1996, and by FLORIDA in accordance with the laws of the State of Florida.  A
Copy of the resolutions of the Board of Directors of the Corporation which were
approved on December 18, 1996, when the name of the Corporation was still
Sports & Recreation, Inc., which approves such merger and the Plan and
Agreement of Merger, as amended, is attached hereto as Exhibit A and
incorporated by reference herein.

     3.  FLORIDA will be the surviving corporation in the merger herein
certified and will continue its existence as said surviving corporation under
the name JumboSports Inc. upon the effective date of said merger pursuant to
the provisions of the laws of the State of Florida.

     4.  The certificate of incorporation of FLORIDA is to be amended and
changed by reason of the merger herein certified by striking out Article I
thereof, relating to the name, and by substituting in lieu thereof the
following Article I:

               The name of the corporation is JumboSports Inc.

     5.  The executed Plan and Agreement of Merger, as amended, between the
aforesaid constituent corporations is on file at the principal place of
business of the aforesaid surviving corporation, the address of which is as
follows:

               4701 West Hillsborough Avenue
               Tampa, Florida  33614

     6.  A copy of the aforesaid Plan and Agreement of Merger, as amended, will
be furnished by the aforesaid surviving corporation, on request, and without
cost, to any stockholder of each of the aforesaid constituent corporations.

     7.  The aforesaid surviving corporation does hereby agree that it may be
served with process in the State of Delaware in any proceeding for enforcement
of any obligation of the Corporation, as well as for enforcement of any


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obligation of said surviving corporation arising from the merger herein
certified including any suit or other proceeding to enforce the right, if any,
of any stockholder of the Corporation as determined in appraisal proceedings
pursuant to the provisions of Section 262 of the General Corporation Law of the
State of Delaware; does hereby irrevocably appoint the Secretary of State of
the State of Delaware as its agent to accept service of process in any such
suit or other proceedings; and does hereby specify the following as the address
to which a copy of such process shall be mailed by the Secretary of State of
the State of Delaware:

                    JumboSports Inc.
                    4701 W. Hillsborough Avenue
                    Tampa, FL  33614

     8.  The Agreement of Merger between the aforesaid constituent corporations
provides that the merger herein certified shall be effective upon the filing of
this Certificate of Ownership and Merger with the Secretary of State of the
State of Delaware and the filing of Articles of Merger with the Secretary of
State of the State of Florida.


     IN WITNESS WHEREOF, the undersigned have caused this Certificate of
Ownership and 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





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