SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934


For the fiscal quarterly period ended              March 27, 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 0-19873

                                BELL SPORTS CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                 Delaware                            36-3671789
--------------------------------------------------------------------------------
       (State or other jurisdiction of            (I.R.S. employer
       incorporation or organization)             identification no.)

               6350 San Ignacio Avenue, San Jose, California 95119
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (408) 574-3400
              (Registrant's telephone number, including area code)

                                       N/A
--------------------------------------------------------------------------------
               Former name, former address and former fiscal year,
                         if changed since last report.

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) Yes X No and (2) has been subject
to such filing requirements for the past 90 days. Yes  X   No    .
                                                      ---     ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the last practicable date.

Class                                   Date              Number of shares
--------------------------------------------------------------------------------
Class A Common Stock, $.01 par value    April 30, 1999           862,772
Class B Common Stock, $.01 par value    April 30, 1999           118,700
Class C Common Stock, $.01 par value    April 30, 1999            43,000
<PAGE>
                                BELL SPORTS CORP.
                               INDEX TO FORM 10-Q

                                     PART I

                                                                        Page 
                                                                       Number
                                                                       ------

Bell Sports Corp. and Subsidiaries Consolidated Balance Sheets as
     of March 27, 1999, and June 27, 1998                                 3

Bell Sports Corp.  and  Subsidiaries  Consolidated  Statements of
     Operations  for the nine months and three months ended March
     27, 1999, and March 28, 1998                                         4

Bell Sports Corp.  and  Subsidiaries  Consolidated  Statements of
     Cash Flows for the nine  months  ended March 27,  1999,  and
     March 28, 1998                                                       5

Notes to Consolidated Financial Statements                             6 - 11

Management's  Discussion and Analysis of Financial  Condition and
     Results of Operations                                            12 - 15

                             PART II

Items 1 to 6                                                             16

Signatures                                                               17
<PAGE>
PART 1.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                       BELL SPORTS CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                 (in thousands, except share and per share data)
<TABLE>
<CAPTION>
                                                                    March 27,        June 27,
                                                                      1999            1998
                                                                    ---------       ---------
                                                                   (unaudited)
<S>                                                                <C>              <C>    
ASSETS
------

Current assets:
      Cash and cash equivalents                                     $   9,181       $  45,093
      Accounts receivable                                              64,157          63,472
      Inventories                                                      47,626          39,679
      Deferred taxes                                                    9,636           8,970
      Other current assets                                              6,370           3,264
                                                                    ---------       ---------
         Total current assets                                         136,970         160,478

Property, plant and equipment                                          18,424          20,636
Long-term deferred taxes                                                9,500           9,500
Goodwill                                                               52,894          54,292
Intangibles and other assets                                            8,448           2,161
                                                                    ---------       ---------
         Total assets                                               $ 226,236       $ 247,067
                                                                    =========       =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
      Accounts payable                                              $  10,576       $   7,663
      Accrued compensation and employee benefits                        2,550           5,541
      Accrued expenses                                                 14,512          16,158
      Notes payable and current maturities of long-term debt
           and capital lease obligations                               24,539             679
                                                                    ---------       ---------
         Total current liabilities                                     52,177          30,041

Long-term debt                                                        146,907          86,625
Capital lease obligations and other liabilities                         4,127           2,142
                                                                    ---------       ---------
         Total liabilities                                            203,211         118,808
                                                                    ---------       ---------

Commitments and contingencies

Stockholders' equity:
      Series A Preferred Stock; 6% cumulative, $.01 par value;
           authorized 1,500,000 shares, 1,025,284  shares
           issued and outstanding at March 27, 1999                    52,279              --
      Preferred stock; $.01 par value; authorized 1,000,000,
           none issued at June 27, 1998                                    --              --
      Class A Common Stock; $.01 par value; authorized 900,000
           shares; 862,772 shares issued and outstanding at
           March 27, 1999                                                   9              --
      Class B Common Stock; $.01 par value; authorized 150,000
           shares, 118,700 shares issued and outstanding at
           March 27, 1999                                                   1              --
      Class C Common Stock; $.01 par value; authorized 50,000
           shares, 43,000 shares issued and outstanding at
           March 27, 1999                                                  --              --
      Common Stock; $.01 par value; authorized 25,000,000
           shares; 14,410,508 shares issued and 13,915,436
           shares outstanding at June 27, 1998                             --             144
      Additional paid-in capital                                       (8,060)        143,905
      Accumulated other comprehensive income                           (1,567)         (1,111)
      Accumulated deficit                                             (19,637)         (9,461)
                                                                    ---------       ---------
                                                                       23,025         133,477
      Treasury stock, at cost, none at March 27, 1999, and
           495 shares at June 27, 1998                                     --          (5,218)
                                                                    ---------       ---------
         Total stockholders' equity                                    23,025         128,259
                                                                    ---------       ---------

         Total liabilities and stockholder's equity                 $ 226,236       $ 247,067
                                                                    =========       =========
</TABLE>
        See accompanying notes to these consolidated financial statements
<PAGE>
                       BELL SPORTS CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            (unaudited, in thousands)
<TABLE>
<CAPTION>
                                                                 Nine Months Ended              Three Months Ended
                                                               -------------------------       -------------------------

                                                               March 27,       March 28,       March 27,       March 28,
                                                                 1999            1998            1999            1998
                                                               ---------       ---------       ---------       ---------
<S>                                                            <C>             <C>             <C>             <C>      
         Net sales                                             $ 140,245       $ 138,554       $  54,306       $  52,332
         Cost of sales                                            94,749          93,591          36,873          34,132
                                                               ---------       ---------       ---------       ---------

         Gross profit                                             45,496          44,963          17,433          18,200

         Selling, general and administrative expenses             34,931          34,570          11,631          11,894
         Foreign exchange (gain) loss                              1,905             (71)            (34)            (36)
         Amortization of goodwill and intangible assets            1,589           1,735             528             533
         Transaction costs                                        13,100              --             703              --
         Disposal of product line                                     --          (1,300)             --              --
         Restructuring charges                                        --           1,228              --              --
         Net investment income                                      (936)         (1,381)           (126)           (476)
         Interest expense                                         11,153           3,539           4,411           1,189
                                                               ---------       ---------       ---------       ---------

         (Loss) income before income taxes                       (16,246)          6,643             320           5,096
         Benefit (provision) for income taxes                      3,183          (2,524)           (132)         (1,936)
                                                               ---------       ---------       ---------       ---------

         (Loss) income before extraordinary items                (13,063)          4,119             188           3,160
         Extraordinary item:  Gain on early
               extinguishment of debt, net of taxes of
               $2,006                                              2,887              --              --              --
                                                               ---------       ---------       ---------       ---------

         Net (loss) income                                     $ (10,176)      $   4,119       $     188       $   3,160
                                                               =========       =========       =========       =========
</TABLE>

       See accompanying notes to these consolidated financial statements.
<PAGE>
                       BELL SPORTS CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (unaudited, in thousands)
<TABLE>
<CAPTION>
                                                                                       Nine Months Ended
                                                                                   -------------------------
                                                                                   March 27,       March 28,
                                                                                     1999            1998
                                                                                   ---------       ---------
<S>                                                                                <C>             <C>      
         CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
         Net income (loss) before extraordinary item                               $ (13,063)      $   4,119
               Adjustments to reconcile net income (loss) before
               extraordinary items to net cash provided by (used in)
               operating activities:
                    Amortization of goodwill and intangibles                           1,589           1,730
                    Depreciation                                                       4,172           4,173
                    Loss on disposal of property, plant, and equipment                 1,297             312
                    Provision for doubtful accounts                                      512            (588)
                    Provision for inventory obsolescence                               2,572           1,695
                    Deferred income taxes                                               (666)             --
                    Other                                                              2,356             380

               Changes in assets and liabilities:
                    Accounts receivable                                               (1,512)          6,373
                    Inventories                                                      (10,705)        (12,352)
                    Other assets                                                      (3,738)          4,159
                    Accounts payable                                                   2,947             418
                    Other liabilities                                                 (4,428)         (5,349)
                                                                                   ---------       ---------

           Net cash provided by (used in) operating activities                       (18,667)          5,070
                                                                                   ---------       ---------


         CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
           Capital expenditures                                                       (3,297)         (3,610)
           Proceeds from the sale of SportRack                                            --          13,427
                                                                                   ---------       ---------

              Net cash provided by (used in) investing activities                     (3,297)          9,817
                                                                                   ---------       ---------

         CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
               Proceeds from issuance of common stock                                     84           1,119
               Proceeds from issuance of senior subordinated notes                   110,000              --
               Expenditures related to issuance of senior subordinated notes          (4,900)             --
               Proceeds from issuance of senior discount notes                        15,000              --
               Proceeds from issuance of preferred stock                              44,907              --
               Repurchase of common stock                                           (142,350)             --
               Tender of subordinated debentures                                     (57,681)             --
               Payments on notes payable, long-term debt and capital leases           (1,325)           (495)
               Net borrowings (payments) on line of credit agreement                  24,000         (18,708)
               Expenditures related to issuance of line of credit                     (1,381)             --
                                                                                   ---------       ---------

                  Net cash used in financing activities                              (13,646)        (18,084)
                                                                                   ---------       ---------

         Effect of exchange rate changes on cash                                        (302)           (546)
                                                                                   ---------       ---------

         Net increase (decrease) in cash and cash equivalents                        (35,912)         (3,743)

         Cash and cash equivalents at beginning of period                             45,093          29,008
                                                                                   ---------       ---------

         Cash and cash equivalents at end of period                                $   9,181       $  25,265
                                                                                   =========       =========
</TABLE>
        See accompanying notes to these consolidated financial statements
<PAGE>
                       BELL SPORTS CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES

The Company
-----------

Bell Sports Corp. and its wholly-owned subsidiaries (collectively, the "Company"
or "Bell") is the leading manufacturer and marketer of bicycle helmets worldwide
and a leading supplier of a broad line of bicycle  accessories in North America.
The  Company is also a leading  supplier  of auto  racing  helmets,  a worldwide
supplier  of  bicycle   accessories,   and  a  marketer   of  in-line   skating,
snowboarding, snow skiing and water sport helmets.

On  August  17,  1998,  the  Company  consummated  the  Agreement  and  Plan  of
Recapitalization  and  Merger  with  HB  Acquisition  Corporation,   a  Delaware
corporation ("HB Acquisition"),  which provided for the merger of HB Acquisition
with and into Bell, with Bell continuing as the surviving corporation (the "Bell
Merger").  Additionally,  the  Company  completed  a tender  offer (the  "Tender
Offer") to  purchase  $62.5  million  aggregate  principal  amount of its 4 1/4%
Convertible  Subordinated  Debentures due November 2000 (the "Debentures").  The
Company's  wholly-owned  subsidiary,  Bell Sports, Inc., consummated the private
placement of $110.0  million of its 11% Series A Senior  Subordinated  Notes due
August 15, 2008 (the "Notes") and the Company completed the private placement of
$15.0  million  of its 14%  Senior  Discount  Notes  due  August  14,  2009 (the
"Discount  Notes").  The  Discount  Notes were  subsequently  exchanged  for New
Discount Notes,  which retain all of the attributes of the Discount  Notes,  but
which are publicly registered.

Principles of Consolidation and Accounting Period
-------------------------------------------------

The consolidated  financial statements include the accounts of Bell Sports Corp.
and its wholly-owned  subsidiaries.  All material intercompany  transactions and
balances have been  eliminated in  consolidation.  The Company's  fiscal year is
either a fifty-two or fifty-three week accounting  period ending on the Saturday
that is nearest to the last day of June.  The Company's  fiscal third quarter in
both 1999 and 1998 had thirteen weeks.

Unaudited Information and Basis of Presentation
-----------------------------------------------

The consolidated balance sheet as of March 27, 1999 and statements of operations
and cash flows for all periods included in the accompanying financial statements
have not been audited.  In the opinion of management these financial  statements
include all normal and recurring  adjustments  necessary for a fair presentation
of such financial information. The results of operations for the interim periods
are not  necessarily  indicative of the results of operations to be expected for
the full year.

The financial  information  included  herein has been  prepared  pursuant to the
rules  and  regulations  of the  Securities  and  Exchange  Commission.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
omitted  pursuant  to  such  rules  and  regulations.   The  interim   financial
information and the notes thereto should be read in conjunction with the audited
financial statements for the fiscal years ended June 27, 1998, June 28, 1997 and
June 29, 1996 which are included in the Company's Annual Report on Form 10-K for
the fiscal year ended June 27, 1998.

Accounts Receivable
-------------------

Accounts  receivable  at March 27, 1999 and June 27, 1998 are net of  allowances
for doubtful accounts of $1.6 million and $1.7 million, respectively.
<PAGE>
Property, Plant and Equipment
-----------------------------

Property,  plant and  equipment  at March 27,  1999 and June 27, 1998 are net of
accumulated depreciation of $24.0 million and $21.8 million, respectively.

Management's Estimates and Assumptions
--------------------------------------

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

NOTE 2 - COMPREHENSIVE INCOME

Effective June 28, 1998, the Company adopted  Statement of Financial  Accounting
Standards  (SFAS) No. 130,  "Reporting  Comprehensive  Income."  This  statement
establishes  standards for reporting and display of comprehensive income and its
components.  Comprehensive  income is generally defined as all changes in equity
during  a  period  except  those   resulting  from   investments  by  owners  or
distributions to owners. For the Company,  comprehensive  income for all periods
presented  consisted  solely of net  earnings and foreign  currency  translation
adjustments, as follows (in thousands):

                                        Nine Months Ended    Three Months Ended
                                      -------------------    ------------------
                                      March 27,  March 28,   March 27, March 28,
                                        1999       1998        1999      1998
                                      --------   --------    --------  --------

     Net income (loss)                $(10,176)  $  4,119    $    188  $  3,160
     Foreign currency translation
           adjustment, net of tax         (456)      (621)         96      (253)
                                      --------   --------    --------  --------

     Comprehensive income (loss)      $(10,632)  $  3,498    $    284  $  2,907
                                      ========   ========    ========  ========

NOTE 3 - INVENTORIES

Inventories consist of the following components (in thousands):

                                       March 27,             June 27,
                                         1999                  1998
                                   ------------------    ----------------

          Raw materials                   $5,898                 $3,539
          Work in process                  1,810                  2,010
          Finished goods                  39,918                 34,130
                                   ------------------    ----------------

               Total                     $47,626                $39,679
                                   ==================    ================


NOTE 4 - PRODUCT LIABILITY AND CONTINGENCIES

Product Liability
-----------------

The Company is subject to various product  liability claims and/or suits brought
against  it for  claims  involving  damages  for  personal  injuries  or deaths.
Allegedly,  these  injuries or deaths relate to the use by claimants of products
manufactured  by the Company and, in certain  cases,  products  manufactured  by
others.  The ultimate  outcome of these existing claims and any potential future
claims cannot presently be determined. Management believes that existing product
liability  claims/suits  are  defensible  and that,  based on the Company's past
experience and assessment of current claims,  the aggregate of defense costs and
any uninsured  losses will not have a material  adverse  impact on the Company's
liquidity or financial position.
<PAGE>
The cost of product liability insurance fluctuated greatly in past years and the
Company opted to self-insure  claims for certain  periods.  The Company has been
covered by product  liability  insurance  since July 1, 1991.  This insurance is
subject  to a  self-insured  retention.  There is no  assurance  that  insurance
coverage will be available or economical in the future.

The Company sold its motorcycle helmet manufacturing  business in June 1991 in a
transaction  in which the  purchaser  assumed  all  responsibility  for  product
liability  claims  arising  out of  helmets  manufactured  prior  to the date of
disposition  and the Company  agreed to use its in-house  defense team to defend
these  claims at the  purchaser's  expense.  If the  purchaser is for any reason
unable to pay a  judgment,  settlement  amount or defense  costs  arising out of
these  claims,  the Company  could be held  responsible  for the payment of such
amounts or costs.  The Company  believes that the  purchaser  does not currently
have the financial resources to pay any significant judgment, settlement amount,
or defense costs arising out of any claim.

In February 1996, a Toronto,  Canada jury returned a verdict against the Company
based on injuries arising out of a 1986 motorcycle accident. The jury found that
the Company was 25%  responsible  for the injuries with the remaining 75% of the
fault  assigned to the  plaintiff  and the other  defendant.  If the judgment is
upheld,  the amount of the claim for which the Company would be responsible  and
the legal fees and tax  implications  associated  therewith  are estimated to be
between  $3.0 and $4.0 million  (based on current  exchange  rates).  This claim
arose  during a period in which the  Company was  self-insured.  The Company has
filed an appeal of the Canadian verdict.

In February 1998, a Wilkes-Barre,  Pennsylvania  jury returned a verdict against
the Company relating to injuries  sustained in a 1993 motorcycle  accident.  The
judgment totaled $6.8 million,  excluding any interest,  fees or costs which may
be  assessed.  This  claim  arose  during a  period  in which  the  Company  was
self-insured. The Company has filed an appeal of the verdict.

In June 1998, a Wilmington, Delaware jury returned a verdict against the Company
relating to injuries  sustained  in a 1991  off-road  motorcycle  accident.  The
judgment totaled $1.8 million,  excluding any interest,  fees or costs which may
be  assessed.  The claim is  covered  by  insurance;  however,  the  Company  is
responsible for a $1.0 million self-insured retention.  The Company has filed an
appeal of the judgment.

Based on management's  extensive consultation with legal counsel prosecuting the
appeals and the Company's experience in pursuing reversals and settlements after
the entry of  judgments  against  it,  management  currently  believes  that the
ultimate  outcome of the  pending  judgments  will not have a  material  adverse
affect on the financial condition of the Company.  Accordingly,  the Company has
only established reserves for estimated costs for the defense of these and other
known  claims.  The Company  believes it will have  adequate  cash  balances and
sources of capital available to satisfy such pending judgments.  However,  there
can be no assurance that the Company will be successful in appealing or pursuing
settlements  of these  judgments or that the ultimate  outcome of the  judgments
will not have a material adverse effect on the liquidity or financial  condition
of the Company.

Shareholder Litigation
----------------------

Following the  announcement  of the Bell Merger,  three  purported  class action
lawsuits were filed in Delaware Chancery Court seeking preliminary and permanent
injunctive relief against the consummation of the Bell Merger or, alternatively,
the  recovery  of damages  in the event the Bell  Merger  was  consummated.  The
complaints,  which were filed by Jeffrey Kaplan,  Jerry Krim and Cyrus Schwartz,
purported stockholders of the Company, named the Company, HB Acquisition,  Chase
Capital  Partners,  CBCI and the Company's then current directors as defendants.
To the  knowledge  of the  Company,  none  of the  complaints  was  served.  The
complaints  alleged,  among other things, that the Bell Merger was unfair to the
Company's  former  public  stockholders  and that  certain  defendants  who were
expected  to  exchange a portion  of their  shares of Common  Stock,  options to
purchase shares of Common Stock or other Common  Stock-based awards held by them
for shares of common stock of HB Acquisition in connection  with the Bell Merger
had a conflict of interest  which caused them,  and the  Company's  then current
directors,   to  breach  their   fiduciary   duties  to  the  Company's   former
stockholders.  The complaints sought rescission of the Bell Merger or rescissory
damages  and an  "accounting,"  in addition to  attorney's  fees and costs.  The
lawsuit filed by Jeffrey Kaplan was subsequently withdrawn, without prejudice to
refile. Thereafter, on March 10, 1999, the remaining suits were dismissed by the
plaintiffs  without  prejudice,  subject to  approval  by the  court.  The court
approved the dismissals on March 12, 1999.
<PAGE>
Environmental Litigation
------------------------

In May 1998,  the Company  received a De Minimis  Notice  Letter and  Settlement
Offer from the United States Environmental Protection Agency ("USEPA") under the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"),
42 U.S.C.  Sections 9601 ET SEQ. for the  Operating  Industries,  Inc.  Landfill
Superfund  Site  ("OII  Site") in  Monterey  Park,  California.  CERCLA  imposes
liability  for the costs of cleaning  up, and certain  damages  resulting  from,
releases and threatened releases of hazardous  substances.  Although courts have
interpreted  CERCLA  liability  to be joint and  several,  where  feasible,  the
liability  typically is allocated among the responsible  parties  according to a
volumetric or other standard.  USEPA  apparently has identified the Company as a
DE MINIMIS  potentially  responsible  party based on several waste shipments the
Company  allegedly  sent to the site in the  late  1970s  and in  1980.  USEPA's
settlement  offer to the  Company  is in the range of $29,000  to  $36,000.  The
settlement  would cover all past and expected future costs at the OII Site, and,
with limited exceptions,  provide the Company with covenants not to sue from the
United States and California,  and contribution protection from private parties.
Accordingly,  the Company does not expect this claim to have a material  adverse
effect on the Company.

In another  unrelated  matter,  the Company  received a General Notice Letter in
October,  1998 from USEPA under CERCLA for the Casmalia  disposal  site in Santa
Barbara County, California.  USEPA apparently has identified the Company as a DE
MINIMIS  potentially  responsible  party based on several  waste  shipments  the
Company allegedly sent to the site during the 1980's.  USEPA's  settlement offer
to the  Company is in the range of  $54,000  to  $57,000.  The  benefits  of the
settlement are similar to those offered by USEPA for the OII site.  Accordingly,
the Company does not expect this claim to have a material  adverse effect on the
Company.

NOTE 5 - NOTES PAYABLE, LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

On August 17, 1998, the Company's  wholly-owned  subsidiary,  Bell Sports,  Inc.
issued Notes  totaling  $110.0  million,  bearing  interest at 11%,  maturing on
August 15,  2008.  Interest on the Notes is payable on February 15 and August 15
of each year.  The Notes are  redeemable,  in whole or in part, at the option of
Bell Sports, Inc. at any time on or after August 15, 2003, in cash, at specified
redemption prices. In addition, prior to August 15, 2001, the Company may redeem
up to 35% of the  bonds  for  111%  of  their  principle  amount,  plus  accrued
interest.

On August 17, 1998,  the Company issued  Discount Notes bearing  interest at 14%
totaling $15.0 million in a private  placement  transaction,  maturing on August
14,  2009.  Interest on the Discount  Notes  accrues on June 1 and December 1 of
each year.  On March 12,  1999,  Discount  Notes with an accreted  value of $2.4
million were exchanged for 47.6 thousand  shares of Series A Preferred Stock and
39.2 thousand shares of Class A Common Stock.

On August 17, 1998, the Company consummated the Tender Offer at a purchase price
of $905,  plus  accrued  and unpaid  interest  from May 15,  1998 up to, but not
including,  the  date  of  payment  for  each  $1,000  principal  amount  of the
Debentures.  Accordingly,  the Company realized an extraordinary gain, stated on
an after-tax  basis and net of related fees and expenses,  of $2.9 million.  The
Debentures  remaining  outstanding  of  $23.8  million  are  redeemable  at  the
Company's  option  at any time on or  after  November  15,  1996,  at  specified
redemption prices.
<PAGE>
In August 1998, the Company and its wholly-owned  subsidiary,  Bell Sports, Inc.
(the  "Borrower")  entered into a $60.0 million senior secured  revolving credit
facility ("Credit Agreement").

The  Credit  Agreement  is  guaranteed  by the  Company  and by  certain  of its
subsidiaries  (collectively,  the "Subsidiary  Guarantors" and together with the
Company,  the  "Guarantors").   The  Borrower's  obligations  under  the  Credit
Agreement are secured by (a)  substantially  all of the tangible and  intangible
assets of the Borrower and each Guarantor, (b) the capital stock of the Borrower
and each  Subsidiary  Guarantor  and (c) 65% of the  capital  stock  of  certain
foreign subsidiaries of the Company.

The Credit  Agreement  expires  on August  17,  2003.  The  aggregate  amount of
borrowings  permitted under the Credit  Agreement is limited by a borrowing base
formula equal to a percentage of the eligible domestic  accounts  receivable and
inventory of the Borrower and the Subsidiary  Guarantors  plus an amount allowed
for the  retirement  of  convertible  debt.  The Credit  Agreement  provides for
mandatory  repayments  from time to time to the extent  the  amount  outstanding
thereunder  exceeds the maximum amount permitted under the borrowing base. Based
on the provisions of the Credit  Agreement,  the Borrower could borrow a maximum
of $59.8  million  as of March  27,  1999.  As of March  27,  1999,  there  were
borrowings outstanding of $24.0 million under the Credit Agreement.

The Credit  Agreement  provides the Company  with the option of borrowing  based
either on the U.S.  prime plus a margin or LIBOR  plus a margin.  The margin for
the U.S.  prime can  fluctuate  between 0.0% and 1.0%,  and the margin for LIBOR
loans can fluctuate  between 1.0% and 2.0% based on the  Company's  earnings and
debt. At March 27, 1999,  the margin for U.S. prime was 0.50% and the margin for
LIBOR was 1.50%.  Under the Credit Agreement,  the Borrower is required to pay a
quarterly  commitment  fee on the unused  portion of the facility at a rate that
ranges from 0.375% to 0.50% per annum,  based on a pricing  ratio.  At March 27,
1999, the quarterly commitment fee was 0.50% per annum.

The Credit Agreement contains certain financial  covenants,  including a maximum
leverage  ratio,  a minimum  fixed  charge  coverage  ratio  and a minimum  cash
interest  coverage ratio. It also contains  covenants which restrict the ability
of the Company to pay  dividends,  incur liens,  issue  certain types of debt or
equity,  engage in mergers,  acquisitions  or asset  sales,  or to make  capital
expenditures.  At March 27, 1999,  the Company was in  compliance  with all bank
covenants.

Long-term debt consists of the following (in thousands):

                                                   March 27,       June 27,
                                                     1999            1998
                                                   ---------       ---------

  11% Notes                                        $ 110,000       $      --
  4 1/4% Debentures                                   23,750          86,250
  14% Discount notes                                  13,864              --
  Borrowings under line of credit                     24,000              --

  Notes collateralized by certain equipment 
      due at various dates through December 
      2000 and bearing interest at fixed rates 
      ranging from 2.9% to 10.3%                         392             936
                                                   ---------       ---------
                                                     172,006          87,186
  Less: Current maturities                           (25,099)           (561)
                                                   ---------       ---------

  Total long-term debt                             $ 146,907       $  86,625
                                                   =========       =========
<PAGE>
NOTE 6 - STOCKHOLDERS' EQUITY

Preferred Stock
---------------

In connection with the Bell Merger, the Company issued Series A Preferred Stock,
par value $.01 (the  "Series A  Preferred  Stock").  Each  holder is entitled to
receive  dividends  on each  share at the  rate of six  percent  (6%) per  annum
(computed  on the basis of $50.99 per  share),  if, as and when  declared by the
Board of Directors of the Company, subject to certain restrictions. Dividends on
the shares of Series A  Preferred  Stock are payable on June 30,  September  30,
December 31, and March 31 of each year (a "Dividend  Payment Date"),  commencing
September 30, 1998. If, on any Dividend  Payment Date, the holders of the Series
A Preferred  Stock have not received  the full  dividends,  then such  dividends
shall accumulate,  whether or not earned or declared,  with additional dividends
thereon,  compounded  quarterly,  at the  dividend  rate of six percent (6%) per
annum,  for each  succeeding  full quarterly  dividend  period during which such
dividends remain unpaid.

Stock Options
-------------

On August 17, 1998, the Company  granted an option to purchase  20,511 shares of
Series A  Preferred  Stock at an  exercise  price of $36.15 per share and 16,921
shares of Class A Common Stock,  $.01 par value at an exercise price of $.44 per
share (the  "Options") to a member of  management.  The options are  immediately
exercisable  and must be  exercised,  if at all, on or before  August 27,  2006.
Compensation expense of approximately $307,000 was recorded in selling,  general
and  administrative  expenses during the first quarter of fiscal 1999 related to
the grant of the Options.

Investment and Incentive Plan
-----------------------------

In November  1998,  the Board of Directors  approved two  investment  plans (the
"Plans") to allow selected employees, directors,  consultants and/or advisors of
the company the opportunity to make equity investments in the Company. Under the
Plans, up to 15,000 shares of Series A Preferred Stock, 12,500 shares of Class A
Common Stock,  132,100 shares of Class B Common Stock and 50,000 shares of Class
C Common  Stock can be purchased by  participants.  As of March 27, 1999,  6,849
shares of  Series A  Preferred  Stock,  5,686  shares  of Class A Common  Stock,
118,700  shares of Class B Common  Stock,  and  43,000  shares of Class C Common
Stock had been purchased under the Plans.

NOTE 7 - RESTRUCTURING

International - Q3
------------------

During May 1999, the Company  approved and announced a plan to  restructure  its
international  operations.  Over the next twelve months,  the Company will close
the Irish and Canadian manufacturing  facilities. At this time, costs associated
with the restructuring,  including severance  benefits,  facility closing costs,
and capital asset disposal cannot be reasonably estimated.

Giro - Q2
---------

During January 1999, the Company  announced a plan to restructure  its Giro U.S.
operations.  This plan was significantly  revised and approved in May 1999. Over
the next  twelve  months,  the  Company  will  consolidate  Giro's  Santa  Cruz,
California  manufacturing  and  distribution  operations  with  Bell's  Rantoul,
Illinois   facility.   At  this  time,   costs   associated   with  the  revised
restructuring, including severance benefits, facility closing costs, and capital
asset disposal cannot be reasonably estimated.
<PAGE>
                                     ITEM 2.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Bell  Sports  is the  leading  manufacturer  and  marketer  of  bicycle  helmets
worldwide and a leading supplier of a broad line of bicycle accessories in North
America.  The  Company is also a leading  supplier  of auto  racing  helmets,  a
worldwide  supplier of bicycle  accessories,  and has recently  begun  marketing
in-line skating, snowboarding,  snow skiing and water sport helmets. The Company
has  developed a reputation  over its 44-year  history for  innovation,  design,
quality and safety.

On  August  17,  1998,  the  Company  consummated  the  Agreement  and  Plan  of
Recapitalization  and  Merger  with  HB  Acquisition  Corporation,   a  Delaware
corporation ("HB Acquisition"),  which provided for the merger of HB Acquisition
with and into Bell, with Bell continuing as the surviving corporation (the "Bell
Merger").  Additionally,  the  Company  completed  a tender  offer (the  "Tender
Offer") to  purchase  $62.5  million  aggregate  principal  amount of its 4 1/4%
Convertible  Subordinated  Debentures due November 2000 (the "Debentures").  The
Company's  wholly-owned  subsidiary,  Bell Sports, Inc., consummated the private
placement of $110.0  million of its 11% Series A Senior  Subordinated  Notes due
August 15, 2008 (the "Notes") and the Company completed the private placement of
$15.0  million  of its 14%  Senior  Discount  Notes  due  August  14,  2009 (the
"Discount  Notes").  The  Discount  Notes were  subsequently  exchanged  for New
Discount Notes,  which retain all of the attributes of the Discount  Notes,  but
which are publicly registered.


RESULTS OF OPERATIONS

NET SALES.  Net sales for the third quarter of fiscal 1999 increased 4% to $54.3
million from $52.3  million in the fiscal 1998 third  quarter,  due primarily to
strong  bicycle  helmet and  accessories  sales in the U.S. in the mass merchant
channel.  Year to date,  net sales  increased  1% to $140.2  million from $138.6
million in the first three  quarters of fiscal  1998,  due  primarily  to strong
bicycle helmet and  accessories  sales in the U.S. in both the mass merchant and
independent bicycle dealer channels.

The  product  line sales mix for the nine month and three  month  periods are as
follows:

                                 Nine Months Ended         Three Months Ended
                                ---------------------     ----------------------

                                March 27,   March 28,     March 27,   March 28,
                                  1999        1998          1999        1998
                                ---------   ---------     ---------   ---------
Product Line Sales Mix:
     Bicycle accessories            53%        52%           52%         50%
     Bicycle helmets                45%        45%           46%         48%
     Auto Racing helmets             2%         3%            2%          2%


GROSS MARGIN.  Gross  margins for the third quarter of fiscal 1999  decreased to
32% of net sales, from 35% in the fiscal 1998 third quarter. Year to date, gross
margins remained relatively flat at 32% in fiscal 1999 compared to 33% in fiscal
1998.  The  decreases are due to the product mix and  unfavorable  manufacturing
variances.

SELLING, GENERAL AND ADMINISTRATIVE.  Selling, general and administrative costs,
as a  percentage  of net sales,  decreased  to 21%,  from 23% in the fiscal 1998
third quarter, due primarily to lower marketing expenses. Year to date, selling,
general, and administrative costs remained constant at 25% of net sales for both
fiscal 1999 and fiscal 1998.
<PAGE>
AMORTIZATION  OF  INTANGIBLES.  Amortization  of goodwill and intangible  assets
decreased  slightly to $528,000 in the third  quarter of fiscal 1999 compared to
$533,000 for the comparable  prior year period.  Year to date,  amortization  of
intangibles decreased to $1.6 million in fiscal 1999 from $1.7 million in fiscal
1998. The decrease is due to certain intangibles becoming fully amortized.

TRANSACTION COSTS. In the first half of fiscal 1999, the Company estimated costs
related  to the Bell  Merger at $13.0  million.  In the third  quarter of fiscal
1999,  the Company  recorded an additional  $0.7 million of costs related to the
merger.

GAIN ON DEBT TENDER.  On August 17,  1998,  the Company  consummated  the Tender
Offer at a purchase price of $905, plus accrued and unpaid interest from May 15,
1998 up to, but not  including,  the date of payment for each  $1,000  principal
amount of Debentures.  An extraordinary  gain,  stated on an after-tax basis and
net of related fees and  expenses,  of $2.9  million was recorded in  connection
with the Tender Offer.

NET INVESTMENT  INCOME. Net investment income decreased to $126,000 in the third
quarter of fiscal 1999 compared to $476,000 in the third quarter of fiscal 1998.
Year to date net  investment  income  decreased  to $936,000 in fiscal 1999 from
$1,381,000  in fiscal  1998.  The decrease is due to lower cash  balances  being
invested resulting from the Bell Merger.

INTEREST  EXPENSE.  Interest  expense  increased  to $4.4  million  in the third
quarter of fiscal 1999 from $1.2  million in the  comparable  prior year period.
Year to date  interest  expense  increased to $11.2  million in fiscal 1999 from
$3.5  million in fiscal  1998.  The increase is due to the issuance of the Notes
and  Discount  Notes,  partially  offset by a $62.5  million  reduction  in debt
resulting from the Tender Offer.

INCOME  TAXES.  The  effective  tax rate was 41% for the third quarter of fiscal
1999 and 20% year to date for fiscal 1999.  The  effective  tax rate was 38% for
both the second quarter of fiscal 1998 and the first nine months of fiscal 1998.
The  variance on the year to date rates is due to the  non-deductibility  of the
transaction  costs.  The  Company  anticipates  the  effective  tax rate for the
remainder of fiscal 1999 to remain at 41%.

LIQUIDITY AND FINANCIAL RESOURCES

The Company has  historically  funded its operations,  capital  expenditures and
working  capital  requirements  from  internal  cash  flow from  operations  and
borrowings.  The Company's  working capital  decreased to $84.8 million at March
27,  1999 from  $130.4  million at June 27,  1998.  The  decrease  is  primarily
attributable  to the use of cash in  connection  with  the Bell  Merger  and the
Tender Offer coupled with lower inventory balances.

The Company's  capital  expenditures were $3.3 million for the first nine months
of fiscal 1999.  The Company  estimates  it will spend a total of  approximately
$5.1 million on capital  expenditures  in fiscal 1999 for product tooling and to
maintain and upgrade its facilities and equipment.

In August 1998, the Company and its wholly-owned  subsidiary,  Bell Sports, Inc.
entered into a $60.0 million senior secured  revolving credit facility  ("Credit
Agreement"). The Credit Agreement is guaranteed by the Company and by certain of
its subsidiaries  (collectively,  the "Subsidiary  Guarantors" and together with
the Company,  the  "Guarantors").  The Borrower's  obligations  under the Credit
Agreement are secured by (a)  substantially  all of the tangible and  intangible
assets of the Borrower and each Guarantor, (b) the capital stock of the Borrower
and each  Subsidiary  Guarantor  and (c) 65% of the  capital  stock  of  certain
foreign subsidiaries of the Company.
<PAGE>
The Credit  Agreement also contains  certain  financial  covenants,  including a
maximum leverage ratio, a minimum fixed charge coverage ratio and a minimum cash
interest  coverage ratio. It also contains  covenants which restrict the ability
of the Company to pay  dividends,  incur liens,  issue  certain types of debt or
equity,  engage in mergers,  acquisitions  or asset  sales,  or to make  capital
expenditures.  At March 27, 1999,  the Company was in  compliance  with all bank
covenants.

The Credit Agreement  expires in August 2003. As of March 27, 1999,  outstanding
borrowings  under the  Credit  Agreement  totaled  $24.0  million.  Based on the
provisions of the Credit Agreement, the Company could have borrowed a maximum of
$59.8 million.

Management  believes that cash flows from  operations and  borrowings  available
under the  Credit  Agreement  will  provide  adequate  funds  for the  Company's
foreseeable working capital needs,  planned capital  expenditures,  debt service
obligations and the ultimate outcome of pending product liability judgments. The
Company does not anticipate paying dividends on its Preferred or Common Stock in
the foreseeable future.

YEAR 2000 COMPLIANCE

The year  2000  problem,  which is  common to most  corporations,  concerns  the
inability of information  systems,  including computer software programs as well
as  other  systems  dependent  on  computerized   information  such  as  phones,
voicemail,  security systems and elevators (collectively,  "Non-IT Systems"), to
properly  recognize and process date sensitive  information  related to the year
2000 and beyond.  The Company believes that it will be able to achieve year 2000
compliance  by the end of 1999 and does not  currently  anticipate  any material
disruption  of its  operations  as a result of any  failure by the Company to be
year 2000  compliant.  However,  to the extent the  Company is unable to achieve
year 2000 compliance,  the Company's business and results of operations could be
materially  affected.  This could be caused by  computer-related  failures  in a
number of areas including,  but not limited to, the Company's financial systems,
manufacturing  and warehouse  management  systems,  phone system and electricity
supply.

The  Company has  performed  a  preliminary  examination  of its major  software
applications  to determine  whether each system is prepared to  accommodate  the
year 2000.  In fiscal  1998,  through  routine  upgrades,  the Company  made the
computer software programs used at the Company's domestic facilities and at Bell
Sports Canada year 2000 compliant.  These upgrades include,  but are not limited
to, the manufacturing,  financial, customer and vendor purchase order processing
and warehouse management systems. In fiscal 1999, the Company expects to further
upgrade these programs to a year 2000 level  certified by the Company's  outside
software vendors. The computer software programs of Giro, Giro Ireland, EuroBell
and Bell Sports Australia are currently year 2000 compliant.

All year 2000 efforts with respect to the Company and its subsidiaries' computer
software programs are being made through internal  resources and through routine
software  upgrades provided by the Company's  software vendors.  The Company has
not incurred  significant  separately  identifiable  costs  related to year 2000
issues  through  March  27,  1999  and  does not  expect  to  incur  significant
additional  costs in order to make its  computer  software  programs  year  2000
compliant. The Company's internal resources consist of an information technology
support team comprised of approximately  fifteen full-time  employees,  covering
both  technical  and  application  areas.  The Company has not hired  additional
employees,  either  full-time or contract,  in order to address year 2000 issues
and expects all such issues will be adequately addressed by the existing team.

The Company  employs  certain  manufacturing  processes  that  utilize  computer
controlled  manufacturing equipment. The Company believes such equipment is year
2000 compliant but has not completed its testing of such  equipment.  Testing is
expected to be completed by May 1999. In the event the Company  determines  that
such equipment cannot readily be made year 2000 compliant,  the Company believes
that it could revert to the manual  processes  previously  employed or outsource
such work with minimal incremental manufacturing cost.
<PAGE>
The Company's  facilities  staff  currently is  investigating  the status of the
Company's  Non-IT  Systems  with  respect to year 2000  compliance.  The Company
expects that its Non-IT  Systems will be year 2000  compliant  before the end of
1999.  The  Company is  utilizing  internal  resources  to address the year 2000
compliance  of its Non-IT  Systems and has not incurred  significant  separately
identifiable  costs  related to the year 2000 issues  through March 27, 1999 and
does not expect to incur  significant  additional  costs in order to upgrade its
Non-IT Systems to year 2000 compliance.

In addition to reviewing its internal  systems,  the Company has polled or is in
the process of polling its outside  software and other  vendors,  customers  and
freight  carriers  to  determine  whether  they are year 2000  compliant  and to
attempt to identify any potential issues. The Company's outside software vendors
have  confirmed  that  they are year  2000  compliant,  including  the  products
utilized  by the  Company.  Based  on the  responses  it has  received  from its
customers,  the Company  believes that its mass merchant  customers will be year
2000 compliant before the end of 1999.

If the  Company's  customers  and  vendors do not achieve  year 2000  compliance
before the end of 1999,  the Company may  experience a variety of problems which
may have a material  adverse effect on the Company.  Among other things,  to the
extent the Company's  customers are not year 2000  compliant by the end of 1999,
such  customers  may  lose  electronic  data  interchange  capabilities  at  the
beginning  of the  year  2000.  Where  EDI  communication  would  no  longer  be
available,   the  Company  expects  to  utilize  voice,  facsimile  and/or  mail
communication in order to receive customer orders and process customer billings.
To the extent the  Company's  vendors are not year 2000  compliant by the end of
1999,  such vendors may fail to deliver  ordered  materials  and products to the
Company and may fail to bill the Company  properly and  promptly.  Consequently,
the Company may not have the correct  inventory to send to its customers and may
experience  a shortage or surplus of  inventory.  Although  the Company does not
currently have a plan for addressing these potential  problems,  with respect to
its vendors, the Company has alternative sources of supply.

INTRODUCTION OF THE EURO

The European  Economic and Monetary Union and the introduction of a new currency
(the "Euro")  began in Europe on January 1, 1999.  The new currency  enables the
European  Union  ("EU") to blend the  economies  of EU's member  states into one
large market with unrestricted and unencumbered trade across borders. The change
of currencies in Europe may affect the Company's  business  operations in Europe
as well as having systems and accounting issues for the Company.  The Company is
currently  evaluating the impact of the Euro, if any, on the Company's financial
position,  results of  operations  and cash  flows.  To date,  the  company  has
experienced no impact from the transition.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997,  SFAS No. 131,  "Disclosures  about  Segments of an Enterprise and
Related  Information"  ("SFAS  131") was issued.  SFAS 131  revises  information
regarding the reporting of operating segments. It also establishes standards for
related  disclosures  about  products and services,  geographic  areas and major
customers. SFAS 131 will be adopted by the Company at the end of fiscal 1999.

In June 1998, SFAS No. 133,  "Accounting for Derivative  Instruments and Hedging
Activities"  ("SFAS  133")  was  issued.  SFAS 133  establishes  a new model for
accounting for  derivatives  and hedging  activities and supercedes and amends a
number of existing standards.  SFAS 133 is required to be adopted by the Company
at the beginning of fiscal 2000. Upon initial  application,  all derivatives are
required to be  recognized  in the  statement  of  financial  position as either
assets or  liabilities  and  measured at fair value.  In  addition,  all hedging
relationships  must be reassessed and  documented  pursuant to the provisions of
SFAS 133. The adoption of SFAS 133 is not expected to have a significant  impact
on the financial results of the Company.
<PAGE>
Certain matters contained herein are  forward-looking  statements that are based
on  management's  beliefs  as well  as on  assumptions  made by and  information
currently  available  to  management.  When used  herein,  the  words  "expect,"
"anticipate,"  "intend," "plan," "believe,"  "estimate," and similar expressions
are  intended to  identify  such  forward-looking  statements.  Such  statements
involve  known and  unknown  risks and  uncertainties  that could  cause  actual
results to differ materially from those in the forward-looking statements. These
include,  but are not limited to:  economic and market  conditions,  competitive
activities  or  other   business   conditions,   dependence  on  key  customers,
fluctuations in sales,  profitability  or working capital,  weather  conditions,
currency fluctuations, and results of pending litigation.
<PAGE>
                                BELL SPORTS CORP.
                                     PART II

ITEM 1                     Legal Proceedings
                           None

ITEM 2                     Changes in Securities
                           None

ITEM 3                     Defaults Upon Senior Securities
                           None

ITEM 4                     Submission of Matters to a Vote of Security Holders
                           None

ITEM 5                     Other Information
                           None

ITEM 6                     Exhibits and Reports on Form 8-K

                           (a)      Exhibit Index             Page  18
                           (b)      None
<PAGE>
                                   SIGNATURES



Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                                     DATE:  MAY 11, 1999
                                                            --------------

                                                     BELL SPORTS CORP.




/s/  Richard S Willis               Executive Vice President, Chief Financial 
------------------------------      Officer and Treasurer (Principal financial 
                                    and accounting officer)
<PAGE>
                                BELL SPORTS CORP.
                                INDEX TO EXHIBITS


EXHIBIT
NUMBER            DESCRIPTION
--------------------------------------------------------------------------------

10.1*             Merchandise  Sourcing Agreement between Bell Sports and DS-MAX
                  U.S.A., Inc., dated February 18, 1999

27*               Financial Data Schedule





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

* Filed herewith