================================================================================

                       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 APRIL 1, 2000

                                       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)

     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 May 10, 2000:

     Class                                                   Number of Shares
     -----                                                   ----------------
     Class A Common Stock, $.01 par value                        869,606
     Class B Common Stock, $.01 par value                        133,750
     Class C Common Stock, $.01 par value                          44,350

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

                                     PART I

                                                                     Page Number
                                                                     -----------
Bell Sports Corp. and Subsidiaries Consolidated Balance Sheets
  as of April 1, 2000 and July 3, 1999...............................     3

Bell Sports Corp. and Subsidiaries Consolidated Statements
  of Operations for the nine months and three months ended
  April 1, 2000 and March 27, 1999...................................     4

Bell Sports Corp. and Subsidiaries Consolidated Condensed
  Statements of Cash Flows for the nine months ended
  April 1, 2000 and March 27, 1999...................................     5

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

Management's Discussion and Analysis of Financial Condition
  and Results of Operations..........................................  12 - 13

                                     PART II

Items 1 to 6.........................................................  14 - 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 DATA AND PER SHARE DATA)


                                                           April 1,    July 3,
                                                            2000        1999
                                                          ---------   ---------
ASSETS                                                    (Unaudited)
Current assets:
  Cash and cash equivalents                               $  14,447   $   8,875
  Accounts receivable                                        83,149      58,634
  Inventories                                                51,275      43,664
  Deferred taxes                                              8,828      11,366
  Other current assets                                        7,737       6,134
                                                          ---------   ---------
        Total current assets                                165,436     128,673

Property, plant and equipment                                13,163      16,162
Long-term deferred taxes                                     12,500      12,500
Goodwill                                                     51,477      52,429
Intangibles and other assets                                  9,568       9,170
                                                          ---------   ---------
        Total assets                                      $ 252,144   $ 218,934
                                                          =========   =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                        $  15,388   $   9,249
  Accrued compensation and employee benefits                  4,377       2,580
  Accrued expenses                                           23,102      31,682
  Notes payable and current maturities of long-term
    debt and capital lease obligations                       46,717      10,433
                                                          ---------   ---------
        Total current liabilities                            89,584      53,944

Long-term debt                                              149,711     148,270
Capital lease obligations and other liabilities               1,091      10,255
                                                          ---------   ---------
         Total liabilities                                  240,386     212,469
                                                          ---------   ---------
Commitments and contingencies

Stockholders' equity:
  Series A Preferred Stock; 6% cumulative, $.01 par
    value; authorized 1,500,000 shares, 1,033,511
    and 1,034,781 shares issued and outstanding at
    April 1, 2000 and July 3, 1999, respectively                 10          10
  Class A Common Stock; $.01 par value; authorized
    900,000 shares, 869,606 and 870,661 shares
    issued and outstanding at April 1, 2000 and
    July 3, 1999, respectively                                    9           9
  Class B Common Stock; $.01 par value; authorized
    150,000 shares, 131,750 and 128,200 shares issued
    and outstanding at April 1, 2000 and July 3, 1999,
    respectively                                                  1           1
  Class C Common Stock; $.01 par value; 57,500 and 50,000
    shares authorized at April 1, 2000 and July 3, 1999,
    respectively; 44,350 and 50,000 shares issued and
    outstanding at April 1, 2000 and July 3, 1999,
    respectively                                                  1           1
  Additional paid-in capital                                 53,240      53,210
  Accumulated other comprehensive income                     (2,549)     (1,925)
  Accumulated deficit                                       (38,954)    (44,841)
                                                          ---------   ---------
        Total stockholders' equity                           11,758       6,465
                                                          ---------   ---------
        Total liabilities and stockholders' equity        $ 252,144   $ 218,934
                                                          =========   =========

       See accompanying notes to these consolidated financial statements.

                                        3
<PAGE>
                       BELL SPORTS CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            (UNAUDITED, IN THOUSANDS)


<TABLE>
<CAPTION>
                                                      Nine Months Ended        Three Months Ended
                                                   ----------------------    ----------------------
                                                    April 1,    March 27,     April 1,    March 27,
                                                     2000         1999         2000         1999
                                                   ---------    ---------    ---------    ---------
<S>                                                <C>          <C>          <C>          <C>
Net sales                                          $ 166,705    $ 140,245    $  68,883    $  54,306
Cost of sales                                        108,298       94,749       44,441       36,873
                                                   ---------    ---------    ---------    ---------
Gross profit                                          58,407       45,496       24,442       17,433

Selling, general and administrative expenses          37,101       34,931       12,613       11,631
Foreign exchange (gain) loss                             (57)       1,905          (69)         (34)
Amortization of goodwill and intangible assets         1,609        1,589          530          528
Transaction costs                                         --       13,100           --          703
Net investment income                                   (258)        (936)         (83)        (126)
Interest expense                                      13,065       11,153        4,644        4,411
                                                   ---------    ---------    ---------    ---------
Income (loss) before income taxes                      6,947      (16,246)       6,807          320
Provision for (benefit from) income taxes              2,848       (3,183)       2,791          132
                                                   ---------    ---------    ---------    ---------
Income (loss) before extraordinary items               4,099      (13,063)       4,016          188
Extraordinary item: Gain on early extinguishment
  of debt, net of taxes of $2,006                         --        2,887           --           --
                                                   ---------    ---------    ---------    ---------
Net income (loss)                                  $   4,099    $ (10,176)   $   4,016    $     188
                                                   =========    =========    =========    =========
</TABLE>

       See accompanying notes to these consolidated financial statements.

                                        4
<PAGE>
                       BELL SPORTS CORP. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                            (UNAUDITED, IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                    Nine Months Ended
                                                                                  ----------------------
                                                                                  April 1,     March 27,
                                                                                    2000         1999
                                                                                  ---------    ---------
<S>                                                                               <C>          <C>
Cash Flows Provided By (Used In) Operating Activities:
  Net cash provided by (used in) operating activities                             $ (27,616)   $ (18,667)
                                                                                  ---------    ---------
Cash Flows Provided By (Used In) Investing Activities:
  Capital expenditures                                                               (3,150)      (3,297)
  Expenditures to acquire intangible assets                                            (557)          --
                                                                                  ---------    ---------
     Net cash provided by (used in) investing activities                             (3,707)      (3,297)
                                                                                  ---------    ---------
Cash Flows Provided By (Used In) Financing Activities:
  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                                              30       44,907
  Proceeds from issuance of common stock                                                 --           84
  Repurchase of common stock                                                             --     (142,350)
  Tender of subordinated debentures                                                      --      (57,681)
  Net borrowings (payments) on notes payable, long-term debt and capital leases         567       (1,325)
  Net borrowings (payments) on line of credit agreement                              36,668       24,000
  Expenditures related to issuance of line of credit                                     --       (1,381)
                                                                                  ---------    ---------
     Net cash provided by (used in) financing activities                             37,265      (13,646)
                                                                                  ---------    ---------
Effect of exchange rate changes on cash                                                (370)        (302)
                                                                                  ---------    ---------
Net increase (decrease) in cash and cash equivalents                                  5,572      (35,912)

Cash and cash equivalents at beginning of period                                      8,875       45,093
                                                                                  ---------    ---------
Cash and cash equivalents at end of period                                        $  14,447    $   9,181
                                                                                  =========    =========
</TABLE>

       See accompanying notes to these consolidated financial statements.

                                        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 third quarter in
both 2000 and 1999 had thirteen weeks.

     UNAUDITED INFORMATION AND BASIS OF PRESENTATION

     The  consolidated  balance  sheet  as of April 1,  2000 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 April 1, 2000 and July 3, 1999 are net of allowances
for doubtful accounts of $1.7 million and $1.8 million, respectively.

     PROPERTY, PLANT AND EQUIPMENT

     Property,  plant and equipment at April 1, 2000 and July 3, 1999 are net of
accumulated depreciation of $21.6 million and $23.2 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 CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


NOTE 2 - COMPREHENSIVE INCOME

     Comprehensive income for the periods presented is calculated as follows:

                                    Nine Months Ended       Three Months Ended
                                   --------------------    --------------------
                                   April 1,    March 27,   April 1,    March 27,
                                     2000        1999        2000        1999
                                   --------    --------    --------    --------
Net income (loss)                  $  4,099    $(10,176)   $  4,016    $    188
Foreign currency translation
  adjustment, net of tax               (624)       (456)       (282)         96
                                   --------    --------    --------    --------
Comprehensive income (loss)        $  3,475    $(10,632)   $  3,734    $    284
                                   ========    ========    ========    ========

NOTE 3 - INVENTORIES

Inventories consist of the following components (in thousands):

                                           April 1,     July 3,
                                             2000        1999
                                           -------     -------
               Raw materials               $ 5,036     $ 3,579
               Work in process               1,973       1,089
               Finished goods               44,266      38,996
                                           -------     -------
                    Total                  $51,275     $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 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  1998, a  Wilkes-Barre,  Pennsylvania  jury  returned a verdict
against  the  Company  relating  to  injuries  sustained  in a  1993  motorcycle
accident.   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.  In
February 2000,  the Company lost the case on appeal.  In April 2000, the Company
settled the case for $8.9 million.

     Based on  management's  extensive  consultation  with  legal  counsel,  the
Company has established product liability reserves totaling $10.1 million. These
reserves are intended to cover the estimated  costs for the defense,  payment or
settlement  of known  claims.  Management  believes it will have  adequate  cash
balances and sources of capital available to satisfy any payments necessary.

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


     ENVIRONMENTAL LITIGATION

     In October  1998,  the Company  received a General  Notice  Letter from the
United States Environmental  Protection Agency ("USEPA") under the Comprehensive
Environmental  Response,  Compensation  and  Liability Act  ("CERCLA"),  for the
Casmalia  disposal  site in Santa Barbara  County,  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 during the 1980s. USEPA's settlement offer to
the Company is in the range of $27,000 to $36,000.  The  settlement  would cover
all past and  expected  future  costs at the Casmalia  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,
management  does not expect this claim to have a material  adverse effect on the
Company.

     Besides the  litigation  described  above,  management  is not aware of any
material litigation that, if adversely determined,  would have a material effect
on the Company's financial position.

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

     On August 17, 1998,  the Company's  wholly-owned  subsidiary,  Bell Sports,
Inc.  ("BSI"),  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 BSI at any time on or after  August 15,  2003,  in cash,  at specified
redemption  prices. In addition,  prior to August 15, 2001, BSI 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 BSI  have not  been  made,  as
management  believes  that such  information  is not  material to holders of the
Notes.

     Summarized financial information regarding BSI is as follows:

     BELL SPORTS, INC.

                                                           April 1, 2000
                                                           -------------
     SUMMARIZED BALANCE SHEET DATA:                         (Unaudited)
          Current assets                                     $182,833
          Total assets                                        233,656
          Current liabilities                                  88,849
          Total liabilities                                   199,939
          Stockholder's equity                                 33,717

                                                          Nine Months Ended
                                                            April 1, 2000
                                                            -------------
     SUMMARIZED STATEMENT OF OPERATIONS DATA:                (Unaudited)
          Net sales                                           $166,705
          Gross profit                                          58,407
          Net income                                             7,211

     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
April 1, 2000. The Debentures are redeemable at the Company's option at any time
at specified redemption prices.

     In August  1998,  the Company and 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

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


to the extent the amount  outstanding  thereunder  exceeds  the  maximum  amount
permitted  under the  borrowing  base.  Based on the  provisions  of the  Credit
Agreement,  BSI could borrow a maximum of $60.0  million as of April 1, 2000. As
of April 1, 2000,  there were borrowings  outstanding of $46.0 million under the
Credit Agreement.

     The Credit Agreement provides BSI 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 April 1, 2000,  the margin for U.S.  prime was 0.25% and the margin for
LIBOR was 1.25%. Under the Credit Agreement,  BSI 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 April 1,  2000,  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 April 1,  2000,  the  Company  was in  compliance  with or had
obtained waivers for all bank covenants.

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

<TABLE>
<CAPTION>
                                                                    April 1,    July 3,
                                                                      2000       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                             15,961     14,434
Borrowings under line of credit                                       46,668     10,000
Notes collateralized by certain equipment                                 --        391
                                                                    --------   --------
                                                                     196,379    158,575
Less: current maturities                                              46,668     10,305
                                                                    --------   --------
     Total long-term debt                                           $149,711   $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.

     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 and  marketing
office. At April 1, 2000, the remaining reserves related primarily to facilities
leases.  Activity in these  accruals for the first three quarters of fiscal 2000
was as follows:

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


<TABLE>
<CAPTION>
                                               July 3,         Cash         Non-cash      April 1,
                                                 1999        Payments        Charges        2000
                                              ----------    ----------     ----------   -----------
<S>                                           <C>           <C>            <C>          <C>
ACCRUALS:
    Manufacturing consolidation                  $9,102       $(4,913)       $(1,982)       $2,207
    Overhead reductions                           2,224        (1,044)        (1,165)           15
    Sale of auto racing and Australia               788          (531)          (200)           57
    Restructuring accruals from prior years         493          (290)             -           203
                                              ----------    ----------     ----------   -----------
                                                $12,607       $(6,778)       $(3,347)       $2,482
                                              ==========    ==========     ==========   ===========
</TABLE>

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, in fiscal 1999,
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>
NINE MONTHS ENDED APRIL 1, 2000:
   Sales to unaffiliated customers   $ 93,468   $ 42,429    $ 30,808      $     --    $ 166,705
   EBITDA                              19,480      2,164       2,649           170       24,463

NINE MONTHS ENDED MARCH 27, 1999:
   Sales to unaffiliated customers   $ 66,800   $ 40,981    $ 32,464      $     --    $ 140,245
   EBITDA                               8,621        678       2,200         3,207       14,706

THREE MONTHS ENDED APRIL 1, 2000:
   Sales to unaffiliated customers   $ 40,844   $ 13,747    $ 14,292      $     --    $  68,883
   EBITDA                               9,911        551       2,070           360       12,892

THREE MONTHS ENDED MARCH 27, 1999:
   Sales to unaffiliated customers   $ 27,062   $ 12,860    $ 14,384      $     --    $  54,306
   EBITDA                               4,692       (478)      1,776         1,178        7,168

TOTAL ASSETS:
   April 1, 2000                     $ 71,664   $ 43,599    $ 20,021      $116,860    $ 252,144
   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.

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


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

<TABLE>
<CAPTION>
                                               Nine Months Ended      Three Months Ended
                                             ---------------------   --------------------
                                              April 1,   March 27,   April 1,    March 27,
                                               2000        1999        2000        1999
                                             --------    --------    --------    --------
<S>                                          <C>         <C>         <C>         <C>
EBITDA                                       $ 24,463    $ 14,706    $ 12,892    $  7,168
Less:
  Depreciation                                  3,100       4,157         994       1,332
  Amortization                                  1,609       1,589         530         528
  One-time foreign exchange loss and
    compensation expense for stock options         --       1,889          --          --
  Transaction costs                                --      13,100          --         703
  Net investment income                          (258)       (936)        (83)       (126)
  Interest expense                             13,065      11,153       4,644       4,411
                                             --------    --------    --------    --------
Net income (loss) before provision for
  (benefit from) income taxes                $  6,947    $(16,246)   $  6,807    $    320
                                             ========    ========    ========    ========
</TABLE>

                                       11
<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 third  quarter  of fiscal  2000 of $68.9  million
increased  27% from $54.3 in the fiscal  1999  third  quarter.  Year to date net
sales of $166.7  million  increased 19% from $140.2  million in fiscal 1999. The
quarterly and year to date  increases are due primarily to strong U.S.  sales in
the mass merchant channel.  Additional  increases have come from Giro and Canada
helmet sales.

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

                             Nine Months Ended          Three Months Ended
                           ----------------------     ----------------------
                           April 1,     March 27,     April 1,     March 27,
                             2000          1999          2000         1999
                           --------     ---------     --------     ---------
     Bicycle accessories      55%           53%          55%           52%
     Bicycle helmets          45%           45%          45%           46%
     Auto Racing helmets      --            2%           --            2%

     GROSS MARGIN.  Gross margins for the third quarter of fiscal 2000 increased
to 35% of net sales  from 32% in the prior  year  quarter.  Year to date,  gross
margins  increased to 35% of net sales from 32% in the prior year.  The increase
is mainly due to better  sourcing of  accessories  and  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 18% for the third  quarter of
fiscal 2000 from 21% for the prior year third  quarter.  Year to date,  selling,
general and  administrative  costs as a percentage  of net sales have dropped to
22% in fiscal 2000 from 25% in fiscal  1999.  The  decrease is due to  increased
efficiency due to the Company's restructuring accomplished in the fourth quarter
of fiscal 1999.

     AMORTIZATION OF INTANGIBLES. Amortization of goodwill and intangible assets
increased  slightly to $530,000 in the  Company's  third  quarter of fiscal 2000
compared  to  $528,000  for the  comparable  prior  year  period.  Year to date,
amortization  remained  constant at $1.6 million for both fiscal 2000 and fiscal
1999.

     FOREIGN  EXCHANGE.  Foreign  exchange gain of $69,000 for the third quarter
increased from the prior year quarter gain of $34,000.  The year to date foreign
exchange gain of $57,000  increased from the prior year foreign exchange loss of
$1,905,000.  The high foreign  exchange losses in the prior year 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 $83,000 in the
third quarter of fiscal 2000 compared to $126,000 in the third quarter of fiscal
1999. Year to date, net investment  income  decreased to $258,000 from $936,000.
The decrease was due to significantly  lower cash balances in the current fiscal
year.

     INTEREST EXPENSE.  Interest expense for the third quarter of fiscal 2000 of
$4.6 million  increased  slightly  from $4.4 million in the prior year  quarter.
Year to date,  interest expense increased to $13.1 million from $11.2 million in
the prior year.  The year to date  increase  is due to the higher  level of debt
outstanding  for the entire  period,  as the  increase in debt  occurred  midway
through the first quarter of fiscal 1999.

     INCOME TAXES.  The effective tax rate was 41% for the third quarter of both
fiscal 2000 and fiscal  1999.  Year to date the  effective  tax rate was 41% for
fiscal 2000 compared to 20% for fiscal 1999. The increase is attributable to the
non-deductibility  of certain costs  associated with the Bell Merger incurred in
the prior year.

                                       12
<PAGE>
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 to $83.9 million at April 1,
2000 from $74.7 million at July 3, 1999.

     The  Company's  capital  expenditures  were $3.2 million for the first nine
months of fiscal  2000,  compared to $3.3  million in fiscal  1999.  The Company
estimates it will spend  approximately  $4.0 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 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 BSI could borrow a maximum of $60.0 million as of April 1, 2000.
As of April 1, 2000,  there were  borrowings  outstanding of $46.0 million under
the Credit Agreement.

     The Credit Agreement provides BSI 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 April 1, 2000,  the margin for U.S.  prime was 0.25% and the margin for
LIBOR was 1.25%. Under the Credit Agreement,  BSI 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 April 1,  2000,  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 April 1,  2000,  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
claims.  The Company does not  anticipate  paying  dividends on its Preferred or
Common Stock in the foreseeable future.

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.

                                       13
<PAGE>
                                BELL SPORTS CORP.
                                     PART II


ITEM 1 LEGAL PROCEEDINGS

     In February  1998, a  Wilkes-Barre,  Pennsylvania  jury  returned a verdict
     against the Company  relating to injuries  sustained  in a 1993  motorcycle
     accident.  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.
     In February 2000,  the Company lost the case on appeal.  In April 2000, the
     Company settled the case for $8.9 million.

ITEM 2 CHANGES IN SECURITIES

     (a)  On February 10, 2000 the Company's  stockholders approved an amendment
          to the Company's Amended and Restated  Certificate of Incorporation to
          increase the number of authorized  shares of Class C Common Stock from
          50,000 shares to 57,500.

     (b)  Not applicable.

     (c)  On  January  29,  1999,  pursuant  to  the  Company's  Investment  and
          Incentive   Plan  and  its  Class  C  Investment  and  Incentive  Plan
          (collectively, the "Plans"), the Company issued 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  to  various   employees   of  the  Company  in   exchange   for
          approximately  $88,957 in cash and $337,872 in loans.  These issuances
          were  made in  compliance  with  Rule 506  under  Regulation  D of the
          Securities Act of 1933, as amended (the "Act").

          On  February  1, 1999,  the Company  issued  16,921  shares of Class A
          Common Stock to Mary J.  George,  the Chief  Executive  Officer of the
          Company,  upon the exercise of options  previously granted to her. The
          exercise price of such options was  approximately  $7,445 and was paid
          in cash. This issuance was exempt from the  registration  requirements
          of Section 5 of the Act by virtue of Section 4(2) of the Act.

          On March  10,  1999,  the  Company  issued  47,562  shares of Series A
          Preferred Stock and 39,194 shares of Class A Common Stock to Brentwood
          Associates  Buyout Fund II, L.P.,  Charlesbank  Bell Sports  Holdings,
          Limited  Partnership and  Charlesbank  Coinvestment  Partners,  LLC in
          exchange  for  the  cancellation  of  senior  discount  notes  with an
          accreted  value of  approximately  $2,449,487.  These  issuances  were
          exempt from the  registration  requirements of Section 5 of the Act by
          virtue of Section 4(2) and Section 3(a)(9) of the Act.

          On June 21,  1999,  pursuant to the Plans,  the Company  issued  9,555
          shares of Series A  Preferred  Stock,  7,937  shares of Class A Common
          Stock, 12,500 shares of Class B Common Stock and 6,000 shares of Class
          C Common  Stock to Richard S Willis,  Chief  Financial  Officer of the
          Company, in exchange for approximately $500,000 in cash. This issuance
          was exempt from the registration  requirements of Section 5 of the Act
          by virtue of Section 4(2) of the Act.

          On June 23, 1999,  pursuant to the  Company's  Class C Investment  and
          Incentive  Plan,  the Company  issued  1,000  shares of Class C Common
          Stock to Lori A. Sherwood,  Secretary of the Company,  in exchange for
          approximately   $10  in  cash.  This  issuance  was  exempt  from  the
          registration requirements of Section 5 of the Act by virtue of Section
          4(2) of the Act.

          On November 1, 1999,  pursuant  to the Plans,  the Company  issued 291
          shares  of  Series A  Preferred  Stock,  242  shares of Class A Common
          Stock, 19,500 shares of Class B Common Stock and 1,900 shares of Class
          C Common  Stock to various  employees  of the Company in exchange  for
          approximately $17,771 in cash and approximately $9,327 in loans. These
          issuances were made in compliance with Rule 506 under  Regulation D of
          the Act.

                                       14
<PAGE>
ITEM 3 DEFAULTS UPON SENIOR SECURITIES

     None

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     An annual meeting of stockholders was held on February 10, 2000.

     The Company has three classes of Common Stock,  Class A Common Stock, Class
     B Common  Stock  and Class C Common  Stock.  The  three  classes  are voted
     together as a single  class  unless  otherwise  required by law.  They were
     voted  together as a single class on each matter  presented at the meeting.
     Approval of the amendment to the  Company's  Certificate  of  Incorporation
     required  approval of all stockholders  entitled to vote voting as a single
     class as well as the  approval of the  holders of the Class C Common  Stock
     voting as a separate class.

     At the  meeting,  the board of  directors  as  previously  reported  to the
     Securities  and Exchange  Commission  was  re-elected in its entirety.  The
     voting for directors was as follows:

     Director                            For        Against      Abstain
     --------                          -------      -------      -------
     Terry G. Lee                      788,081         --           --
     Mary J. George                    788,081         --           --
     William M. Barnum, Jr.            788,081         --           --
     Kim G. Davis                      788,081         --           --
     John F. Hetterick                 788,081         --           --
     Edward L. McCall                  788,081         --           --
     Tim R. Palmer                     788,081         --           --
     John M. Sullivan                  788,081         --           --

     Directors  are  elected  by a  plurality  of votes  cast.  No other  person
     received any votes.

     Stockholders  approved an amendment to the  Company's  Amended and Restated
     Certificate of Incorporation to increase the number of authorized shares of
     Class C Common  Stock from 50,000  shares to 57,500.  Voting on this matter
     was as follows:

                                                                       Broker
                                  For        Against      Abstain     Non-vote
                                 -------     -------      -------     --------
     All Common Stock            788,081        --           --          --
     Class C Common Stock         33,000        --           --          --

     Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as
     independent  public  accountants for the Company for its fiscal year ending
     July 2, 2000. Voting on this matter was as follows:

                                                                       Broker
                                  For        Against      Abstain     Non-vote
                                 -------     -------      -------     --------
     All Common Stock            788,081        --           --          --

ITEM 5 OTHER INFORMATION

     None

ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibit Index      Page 17
     (b) None

                                       15
<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 15, 2000


                                        BELL SPORTS CORP.


                                        By: /s/ Richard S Willis
                                            ------------------------------------
                                            Richard S Willis
                                            Executive Vice President, Chief
                                            Operating Officer and Chief
                                            Financial Officer

                                       16
<PAGE>
                                BELL SPORTS CORP.
                                INDEX TO EXHIBITS


Exhibit
Number     Description
------     -----------
10.1*      Promissory Note, dated April 17, 2000 between BSI and Mary J. George.

10.2*      Collateral Pledge Agreement, dated April 17, 2000 between BSI and
           Mary J. George

27*        Financial Data Schedule

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

                                       17