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                       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 OCTOBER 2, 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 identification no.)
incorporation or organization)

        6350 SAN IGNACIO AVENUE,                           95119
          SAN JOSE, CALIFORNIA                           (Zip Code)
(Address of principal executive offices)

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

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

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

The number of shares  outstanding of each of the registrant's  classes of common
stock, as of November 8, 1999:

     Class                                                Number of Shares
     -----                                                ----------------
     Class A Common Stock, $.01 par value                     870,661
     Class B Common Stock, $.01 par value                     128,200
     Class C Common Stock, $.01 par value                      50,000

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<PAGE>
                                BELL SPORTS CORP.
                               INDEX TO FORM 10-Q

                                     PART I

                                                                     Page Number
                                                                     -----------

Bell Sports Corp. and Subsidiaries Consolidated Balance Sheets
  as of October 2, 1999 and July 3, 1999 ..........................        3

Bell Sports Corp. and Subsidiaries Consolidated Statements of
  Operations for the three months ended October 2, 1999 and
  September 26, 1998 ..............................................        4

Bell Sports Corp. and Subsidiaries Consolidated Condensed
  Statements of Cash Flows for the three months ended October 2,
  1999 and September 26, 1998 .....................................        5

Notes to Consolidated  Financial Statements .......................     6 - 11

Management's Discussion and Analysis of Financial Condition and
  Results of Operations ...........................................    12 - 14


                                     PART II

Items 1 to 6 ......................................................       15

Signatures ........................................................       16

                                       2
<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)

                                                          October 2,   July 3,
                                                            1999        1999
                                                          ---------   ---------
ASSETS
Current assets:                                          (Unaudited)
   Cash and cash equivalents                              $   7,981   $   8,875
   Accounts receivable                                       50,047      58,634
   Inventories                                               36,911      43,664
   Deferred taxes                                            10,899      11,366
   Other current assets                                       7,162       6,134
                                                          ---------   ---------
         Total current assets                               113,000     128,673

Property, plant and equipment                                13,201      16,162
Long-term deferred taxes                                     12,500      12,500
Goodwill                                                     51,944      52,429
Intangibles and other assets                                  9,462       9,170
                                                          ---------   ---------

         Total assets                                     $ 200,107   $ 218,934
                                                          =========   =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                       $   8,730   $   9,249
   Accrued compensation and employee benefits                 2,860       2,580
   Accrued expenses                                          20,366      31,682
   Notes payable and current maturities of long-term
     debt and capital lease obligations                       2,306      10,433
                                                          ---------   ---------
         Total current liabilities                           34,262      53,944

Long-term debt                                              148,719     148,270
Capital lease obligations and other liabilities               8,295      10,255
                                                          ---------   ---------
         Total liabilities                                  191,276     212,469
                                                          ---------   ---------
Commitments and contingencies

Stockholders' equity:
   Series A Preferred Stock; 6% cumulative, $.01 par
     value; authorized 1,500,000 shares, 1,034,781
     shares issued and outstanding at October 2, 1999
     and July 3, 1999                                            10          10
   Class A Common Stock; $.01 par value; authorized
     900,000 shares, 870,661 shares issued and
     outstanding at October 2, 1999 and July 3, 1999              9           9
   Class B Common Stock; $.01 par value; authorized
     150,000 shares, 128,200 shares issued and
     outstanding at October 2, 1999 and July 3, 1999              1           1
   Class C Common Stock; $.01 par value; authorized
     50,000 shares, 50,000 shares issued and outstanding
     at October 2, 1999 and July 3, 1999                          1           1
   Additional paid-in capital                                53,277      53,210
   Accumulated other comprehensive income                    (1,983)     (1,925)
   Accumulated deficit                                      (42,484)    (44,841)
                                                          ---------   ---------
         Total stockholders' equity                           8,831       6,465
                                                          ---------   ---------

         Total liabilities and stockholders' equity       $ 200,107   $ 218,934
                                                          =========   =========

       See accompanying notes to these consolidated financial statements.

                                       3
<PAGE>
                       BELL SPORTS CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            (unaudited, in thousands)

                                                         Three Months Ended
                                                     ---------------------------
                                                     October 2,    September 26,
                                                        1999           1998
                                                     ----------    -------------

Net sales                                             $ 46,850       $ 40,918
Cost of sales                                           29,736         27,374
                                                      --------       --------

Gross profit                                            17,114         13,544

Selling, general and administrative expenses            12,656         11,356
Foreign exchange (gain) loss                                15          1,610
Amortization of goodwill and intangible assets             527            562
Transaction costs                                           --          9,892
Net investment income                                     (106)          (601)
Interest expense                                         4,198          2,538
                                                      --------       --------

(Loss) income before income taxes                         (176)       (11,813)
Benefit (provision) for income taxes                        72          1,366
                                                      --------       --------

(Loss) income before extraordinary items                  (104)       (10,447)
Extraordinary item: Gain on early extinguishment
  of debt, net of taxes of $2,006                           --          2,887
                                                      --------       --------

Net (loss) income                                     $   (104)      $ (7,560)
                                                      ========       ========

       See accompanying notes to these consolidated financial statements.

                                       4
<PAGE>
                       BELL SPORTS CORP. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                            (unaudited, in thousands)

                                                          Three Months Ended
                                                       ------------------------
                                                       October 2,  September 26,
                                                         1999          1998
                                                       ----------  -------------
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
  Net cash provided by operating activities             $ 8,399      $  13,192
                                                        -------      ---------

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
  Capital expenditures                                     (912)        (1,233)
  Expenditures to acquire intangible assets                (557)        (7,581)
                                                        -------      ---------

     Net cash provided by (used in) investing
       activities                                        (1,469)        (8,814)
                                                        -------      ---------

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
  Proceeds from issuance of senior subordinated notes        --        110,000
  Proceeds from issuance of senior discount notes            --         15,000
  Proceeds from issuance of preferred stock                  --         44,555
  Repurchase of common stock                                 --       (142,350)
  Tender of subordinated debentures                          --        (62,500)
  Payments on notes payable, long-term debt and
    capital leases                                          (39)          (136)
  Net payments on line of credit agreement               (7,742)          (248)
                                                        -------      ---------

     Net cash used in financing activities               (7,781)       (35,679)
                                                        -------      ---------

Effect of exchange rate changes on cash                     (43)          (199)
                                                        -------      ---------

Net increase (decrease) in cash and cash equivalents       (894)       (31,500)

Cash and cash equivalents at beginning of period          8,875         45,093
                                                        -------      ---------

Cash and cash equivalents at end of period              $ 7,981      $  13,593
                                                        =======      =========

        See accompanying notes to these consolidated financial sta tements

                                       5
<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 supplier of bicycle accessories worldwide.

     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 first quarter in
both 2000 and 1999 had thirteen weeks.

     UNAUDITED INFORMATION AND BASIS OF PRESENTATION

     The  consolidated  balance  sheet as of October 2, 1999 and  statements  of
operations  and  of  condensed  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 July 3, 1999, June 27, 1998 and
June 28, 1997 which are  included in the  Company's  1999 Annual  Report on Form
10-K.

     ACCOUNTS RECEIVABLE

     Accounts  receivable  at  October  2,  1999  and  July 3,  1999  are net of
allowances for doubtful accounts of $2.2 million and $1.8 million, respectively.

     PROPERTY, PLANT AND EQUIPMENT

     Property,  plant and  equipment at October 2, 1999 and July 3, 1999 are net
of accumulated  depreciation  of $20.4 million and $23.2 million,  respectively.
Depreciation  expense  for the first  quarter  of fiscal  2000 and 1999 was $1.1
million and $1.4 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.

                                       6
<PAGE>
                       BELL SPORTS CORP. AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


NOTE 2 - COMPREHENSIVE INCOME

     Comprehensive income for the periods presented is calculated as follows:

                                                       Three Months Ended
                                                   ----------------------------
                                                   October 2,     September 26,
                                                      1999            1998
                                                   ----------     -------------
     Net income (loss)                               $(104)         $(7,560)
     Foreign currency translation adjustment,
         net of tax                                    (58)             279
                                                     -----          -------

     Comprehensive income (loss)                     $(162)         $(7,281)
                                                     =====          =======
NOTE 3 - INVENTORIES

Inventories consist of the following components (in thousands):

                                                  October 2,        July 3,
                                                    1999             1999
                                                   -------          -------

     Raw materials                                 $ 3,452          $ 3,579
     Work in process                                   944            1,089
     Finished goods                                 32,515           38,996
                                                   -------          -------

          Total                                    $36,911          $43,664
                                                   =======          =======
NOTE 4 - COMMITMENTS 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.

     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.

     The Company sold its auto racing  helmet  business in July 1999 and entered
into a long-term  royalty-free  licensing  agreement with the purchaser for auto
racing  helmets and  automotive  accessories to be marketed under the Bell brand
name. The Company retains  responsibility  for product liability claims relating
to auto racing helmets  manufactured prior to the sale of the auto racing helmet
business.  The Company  believes  that, by virtue of its status as a licensor it
could be named as a defendant  in actions  involving  liability  for auto racing
helmets  and  automotive  accessories  manufactured  by  the  purchaser  of  the
Company's auto helmet business.

     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 upon  appeal,  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 $3.5 and $4.0 million  (based on current

                                       7
<PAGE>
                       BELL SPORTS CORP. AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

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 filed a motion for a new trial which was
denied. 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's post-trial
motions  have been  denied by the trial  court and an appeal is pending  seeking
reversal of the judgment of the trial court.

     Based on management's extensive consultation with legal counsel prosecuting
the appeals,  the Company has established  product  liability  reserves totaling
$13.8 million.  These reserves are intended to cover the estimated costs for the
defense,  payment or  settlement  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.

     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.

     Besides the  litigation  described  above,  the Company is not party to any
material litigation that, if adversely determined,  would have a material effect
on its business.

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  Notes  for  111%  of  their  principal  amount,  plus  accrued
interest.  The  Company  has fully and  unconditionally  guaranteed  the  Notes.
Separate  financial  statements and other  disclosures  relating to Bell Sports,
Inc.  have not been made, as management  believes that such  information  is not
material to holders of the Notes.  Summarized  financial  information  regarding
Bell Sports, Inc. is as follows:

                                       8
<PAGE>
                       BELL SPORTS CORP. AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


     BELL SPORTS, INC.
                                                     October 2,
                                                        1999
                                                     -----------
     SUMMARIZED BALANCE SHEET DATA:                  (unaudited)
          Current assets                              $129,849
          Total assets                                 180,509
          Current liabilities                           35,001
          Total liabilities                            151,852
          Stockholder's equity                          28,657

                                                       Three
                                                    Months Ended
                                                     October 2,
                                                        1999
                                                    ------------
     SUMMARIZED STATEMENT OF OPERATIONS DATA:        (unaudited)
          Net sales                                    $46,850
          Gross profit                                  17,114
          Net income                                       914


     On August 17, 1998, the Company issued  Discount Notes bearing  interest at
14% totaling $15.0 million and maturing on August 14, 2009 to a related party in
a private placement transaction.  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.

     The  Company  has also issued 4 1/4%  Convertible  Subordinated  Debentures
("Debentures")  due November,  2000, of which $23.8 million were  outstanding at
October 2, 1999. The  Debentures  are redeemable at the Company's  option at any
time at specified redemption prices.

     In August 1998, the Company and its wholly-owned  subsidiary,  Bell Sports,
Inc.  ("BSI"),  entered into a $60.0 million  senior  secured  revolving  credit
facility ("Credit  Agreement") expiring on August 17, 2003. 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 Company could borrow
a maximum of $48.6 million as of October 2, 1999.  As of October 2, 1999,  there
were borrowings outstanding of $2.0 million under the Credit Agreement.

     The Credit  Agreement  provides  the Company  with the option of  borrowing
based  either on the U.S.  prime rate plus a margin or LIBOR plus a margin.  The
margin for the U.S.  prime rate 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 October 2, 1999,  the margin for U.S. prime was
0.75% and the  margin  for LIBOR was  1.75%.  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 October 2, 1999,  the quarterly  commitment fee was 0.5% 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 October 2, 1999,  the  Company was in  compliance  with or had
obtained waivers for all bank covenants.

                                       9
<PAGE>
                       BELL SPORTS CORP. AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

     Long-term debt consists of the following (in thousands):
<TABLE>
<CAPTION>
                                                                           October 2,  July 3,
                                                                              1999       1999
                                                                            --------   --------
<S>                                                                         <C>        <C>
     11% senior subordinated debentures maturing August, 2008               $110,000   $110,000
     4 1/4% convertible subordinated debentures maturing November 2000        23,750     23,750
     14% senior discount notes due August, 2009                               14,924     14,434
     Borrowings under line of credit                                           2,000     10,000
     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%                                                       303        391
                                                                            --------   --------
                                                                             150,977    158,575
     Less: Current maturities                                                  2,258     10,305
                                                                            --------   --------
          Total long-term debt                                              $148,719   $148,270
                                                                            ========   ========
</TABLE>

NOTE 6 - DISPOSITIONS AND RESTRUCTURING

     In September 1999, the Company sold its European  manufacturing facility in
Roche La Moliere,  France.  In addition,  the Company  entered into an agreement
with the  purchaser  pursuant to which the  purchaser  has agreed to provide the
Company  with  helmets.  The  Company  recorded  a  charge  in  fiscal  1999  of
approximately   $2.5   million  in   connection   with  the  sale  and   related
reorganization of the Company's  European  manufacturing  facility.  No material
gain or loss was recognized upon consummation of the sale in September 1999.

                                       10
<PAGE>
                       BELL SPORTS CORP. AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

     In the fourth quarter of fiscal 1999, the Company recorded charges of $16.5
million  associated with the  consolidation  of  manufacturing  facilities,  the
streamlining of administrative overhead, the divestiture of the Company's former
auto racing division and the closure of the Australian sales a marketing office.
At July 3, 1999, the Company had $12.6 million  outstanding in accruals  related
to these  actions.  Activity in these  accruals for the first  quarter of fiscal
2000 were as follows:

                                         July 3,     Cash     Non-cash   July 3,
                                          1999     Payments    Charges    1999
                                        --------   --------   --------   -------
     ACCRUALS:
     Manufacturing consolidation        $  9,102    $(2,108)   $(1,192)   $5,802
     Overhead reductions                   2,224       (991)    (1,115)      118
     Sale of auto racing and Australia       788       (186)      (200)      402
     Restructuring accruals from prior
         years                               493       (184)        --       309
                                        --------    -------    -------    ------
                                        $ 12,607    $(3,469)   $(2,507)   $6,631
                                        ========    =======    =======    ======

NOTE 7 - SEGMENT INFORMATION

     The Company has three reportable  segments:  products sold to domestic mass
merchants,  products sold to domestic  independent  bicycle dealers (IBDs),  and
products sold in international  operations.  The  international  operations have
been  combined  into one  reportable  segment as they  share a  majority  of the
aggregation criteria and are not individually reportable. The Company's domestic
mass merchant  segment  markets a wide range of bicycle  accessories and bicycle
helmets through the mass merchant channel,  including retailers such as Wal-Mart
and  K-Mart.  The  domestic  IBD segment  markets  premium  bicycle  helmets and
accessories to independent  bicycle dealers such as bicycle chains,  independent
bicycle  shops,  specialized  sporting  goods stores,  and mail order  catalogs.
International  operations include sales of bicycle  accessories and helmets sold
to both mass  merchant  and IBD  channels in Canada,  Europe and  Australia,  in
addition to distributing third party products.

     The Company  evaluates the performance  of, and allocates  resources to the
reportable segments based on net sales and EBITDA. For internal purposes, EBITDA
is defined as earnings before  investment  income and interest  expense,  income
taxes,  depreciation,   amortization,  and  certain  one-time  charges  such  as
transaction  costs,  product  liability  costs,   restructuring  charges,  asset
write-offs, other costs, loss on disposal of product line and sale of assets and
other  one-time  costs such as foreign  exchange loss and  compensation  expense
related to the grant of stock options.

<TABLE>
<CAPTION>

                                      Mass Merchants    IBD    International  Other (1)   Total
                                      --------------  -------  -------------  ---------  -------
<S>                                      <C>          <C>          <C>        <C>        <C>
THREE MONTHS ENDING OCTOBER 2, 1999:
   Sales to unaffiliated customers       $26,428      $14,614      $5,808     $     --   $46,850
   EBITDA                                  5,119          559         (86)         (48)    5,544

THREE MONTHS ENDING SEPTEMBER 26, 1998:
   Sales to unaffiliated customers        20,168       14,418       6,332           --    40,918
   EBITDA                                  2,062          700        (278)       1,410     3,894

TOTAL ASSETS:
   October 2, 1999                        53,150       30,481      14,394      102,082   200,107
   July 3, 1999                           59,176       27,996      29,335      102,427   218,934
</TABLE>

----------
(1)  The "Other"  designation  includes corporate  expenditures and expenditures
     related to the Company's U.S. manufacturing facility.

     EBITDA for the periods  shown is  reconciled  to Net income  before  income
taxes as follows:

                                       11
<PAGE>
                       BELL SPORTS CORP. AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

                                                           Three Months Ended
                                                        ------------------------
                                                        October 2,     September
                                                           1999        26, 1998
                                                         -------       --------
     EBITDA                                              $ 5,544       $  3,894
     Less:
       Depreciation                                        1,101          1,427
       Amortization                                          527            562
       One-time compensation expense for stock options        --            307
       Transaction costs                                      --         11,474
       Net investment income                                (106)          (601)
       Interest expense                                    4,198          2,538
                                                         -------       --------
     Net income (loss) before provision for
       (benefit from) income taxes                       $  (176)      $(11,813)
                                                         =======       ========

                                       12
<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 supplier of bicycle accessories  worldwide.  Over
its 45-year  history,  the Company has  developed a reputation  for  innovation,
design, quality and safety.

RESULTS OF OPERATIONS

     NET SALES.  Net sales for the first quarter of fiscal 2000 of $46.9 million
increased  15% from $40.9 in the fiscal  1999 first  quarter.  The  increase  is
primarily  attributable  to strong sales in the U.S. mass merchant and specialty
retail channels. European sales also increased over the prior year quarter.

     For the first  quarter of fiscal  2000,  bicycle  accessories  and  bicycle
helmets represented  approximately 59% and 41%, respectively,  of net sales. For
the fiscal 1999 first quarter,  bicycle  accessories,  bicycle  helmets and auto
racing helmets represented  approximately 57%, 41% and 2%, respectively,  of the
Company's  net sales.  In July 1999,  the Company  sold its auto  racing  helmet
business.

     GROSS  MARGIN.  Gross  margins  increased to 37% of net sales in the fiscal
2000 first  quarter from 33% in the prior year  quarter.  The increase is mainly
due to production  efficiencies resulting from the manufacturing  consolidations
completed by the Company in the fiscal 1999 fourth quarter.

     SELLING,  GENERAL AND ADMINISTRATIVE.  Selling,  general and administrative
costs as a  percentage  of net sales  improved  to 27% for the first  quarter of
fiscal 2000 from 28% for the prior year first quarter.

     AMORTIZATION OF INTANGIBLES. Amortization of goodwill and intangible assets
decreased to $527,000 in the Company's  first quarter of fiscal 1999 compared to
$562,000 for the  comparable  prior year period.  The slight  decrease is due to
certain intangibles becoming fully amortized.

     FOREIGN  EXCHANGE  LOSS.  Foreign  exchange  loss for the first  quarter of
fiscal 2000 decreased to $15,000 from $1,610,000 in the prior year quarter.  The
high foreign exchange losses in the prior year quarter were due to the unusually
high level of cash  movement  related to the August  1998  merger of Bell and HB
Acquisition Corporation (the "Bell Merger").

     NET INVESTMENT  INCOME.  Net investment income decreased to $106,000 in the
first three months of fiscal 2000  compared to $601,000 in the first  quarter of
fiscal 1999 due to significantly lower cash balances.

     INTEREST  EXPENSE.  Interest expense increased to $4.2 million in the first
quarter of fiscal 2000 from $2.5 million in the comparable prior year period due
to the higher level of debt outstanding for the entire quarter.

     INCOME  TAXES.  The  effective  tax rate was 41% for the first  quarter  of
fiscal  2000 and 12% for the first  quarter  of fiscal  1999.  The  increase  is
attributable to the  non-deductibility of certain costs associated with the Bell
Merger incurred in the prior year quarter.

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 increased slightly to $78.7 million at
October 2, 1999 from $74.7 million at July 3, 1999.

     The  Company's  capital  expenditures  were $0.9 million in the fiscal 2000
first  quarter  compared to $1.2 million in the fiscal 1999 first  quarter.  The
Company  estimates  it  will  spend   approximately   $3.8  million  on  capital
expenditures  in fiscal 2000 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.  ("BSI"),  entered into a $60.0 million  senior  secured  revolving  credit
facility ("Credit  Agreement") expiring on August 17, 2003. 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 Company could borrow

                                       13
<PAGE>
a maximum of $48.6 million as of October 2, 1999.  As of October 2, 1999,  there
were borrowings outstanding of $2.0 million under the Credit Agreement.

     The Credit  Agreement  provides  the Company  with the option of  borrowing
based  either on the U.S.  prime rate plus a margin or LIBOR plus a margin.  The
margin for the U.S.  prime rate 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 October 2, 1999,  the margin for U.S. prime was
0.75% and the  margin  for LIBOR was  1.75%.  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 October 2, 1999,  the quarterly  commitment fee was 0.5% 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 October 2, 1999,  the  Company was in  compliance  with or had
obtained waivers for all bank covenants.

     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 calendar 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 has further
upgraded these programs to a year 2000 level certified by the Company's  outside
software vendors. The computer software programs of Giro Ireland and Bell Sports
Europe are currently year 2000 compliant.

     All year 2000  efforts  with  respect to the Company and its  subsidiaries'
computer  software  programs  have  been and 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 October 2, 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  has  determined  that  such
equipment  is year  2000  compliant.  However,  in the event of a  failure,  the
Company  believes  that it  could  revert  to the  manual  processes  previously
employed or outsource such work with minimal incremental manufacturing cost.

     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

                                       14
<PAGE>
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  October 2, 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.  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.

RECENT ACCOUNTING PRONOUNCEMENTS

     In  June  1998,  Statement  of  Financial  Accounting  Standards  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  supersedes  and amends a number of existing  standards.
SFAS 133 is required  to be adopted by the  Company  for fiscal year 2001.  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.  As the  Company  does not
currently  invest in  derivatives,  the  adoption of SFAS 133 is not expected to
have a  material  effect  on  the  results  of  operations  or the  consolidated
financial statements.

FORWARD-LOOKING STATEMENTS

     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.

                                       15
<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

                                       16
<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: November 9, 1999


                                        BELL SPORTS CORP.


                                        By:  /s/ Richard S Willis
                                             -------------------------------
                                             Richard S Willis
                                             Executive Vice President and Chief
                                             Financial Officer (principal
                                             financial and accounting officer)

                                       17
<PAGE>
                                BELL SPORTS CORP.
                                INDEX TO EXHIBITS


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

27*      Financial Data Schedule

----------
* Filed herewith

                                       18