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       September 27, 1997
                                      -------------------------------

                                       OR

|_|          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

For the transition period from _______ to ________

                         Commission file number 0-19873
                                                -------

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

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

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

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

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

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was  required to file such  reports) Yes _X_  No __ and (2) has been
subject to such filing requirements for the past 90 days. Yes _X_  No __.

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Common Stock, $.01 par value        October 21, 1997         13,847,558
----------------------------        ----------------         ----------
Class                               Date                     Number of shares

                                       1
<PAGE>
                                BELL SPORTS CORP.
                               INDEX TO FORM 10-Q

                                     PART I

                                                                           Page
                                                                          Number
                                                                          ------

Bell Sports Corp. and Subsidiaries Consolidated Balance Sheets
  as of September 27, 1997 and June 28, 1997                                3

Bell Sports Corp. and Subsidiaries Consolidated Statements of Operations
  for the three months ended September 27, 1997 and
  September 28, 1996                                                        4

Bell Sports Corp. and Subsidiaries Consolidated Condensed Statements of
Cash Flows for the three months ended September 27, 1997
  and September 28, 1996                                                    5

Notes to Consolidated Financial Statements                                6 - 10

Management's Discussion and Analysis of
  Financial Condition and Results of Operations                          11 - 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 data)
<TABLE>
<CAPTION>
                                                                                            September 27,      June 28,
                                                                                                1997             1997
                                                                                            -------------   -------------
                                                                                             (unaudited)   
<S>                                                                                          <C>              <C>      
ASSETS                                                                                                     
------                                                                                                     
Current assets:                                                                                            
   Cash and cash equivalents                                                                 $  46,177        $  29,008
   Accounts receivable                                                                          41,910           75,915
   Inventories                                                                                  44,546           46,549
   Deferred taxes and other current assets                                                      15,088           16,048
                                                                                             ---------        ---------
                                                                                                           
         Total current assets                                                                  147,721          167,520
                                                                                                           
Property, plant and equipment                                                                   20,718           23,738
Goodwill                                                                                        55,688           56,471
Intangibles and other assets                                                                    18,326           21,025
                                                                                             ---------        ---------
                                                                                                           
         Total assets                                                                        $ 242,453        $ 268,754
                                                                                             =========        =========
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                       
------------------------------------                                                                       
Current liabilities:                                                                                       
   Accounts payable                                                                          $   8,539        $  11,299
   Accrued compensation and employee benefits                                                    2,792            3,998
   Accrued expenses                                                                             16,972           20,209
   Notes payable and current maturities of long-term debt and capital lease obligations            862            1,337
                                                                                             ---------        ---------
                                                                                                           
         Total current liabilities                                                              29,165           36,843
                                                                                                           
Long-term debt                                                                                  86,842          106,454
Capital lease obligations and other liabilities                                                  6,241            6,492
                                                                                             ---------        ---------
                                                                                                           
         Total liabilities                                                                     122,248          149,789
                                                                                             ---------        ---------
                                                                                                          
Commitments and contingencies                                                                              
                                                                                                           
Stockholders' equity:                                                                                      
   Preferred stock; $.01 par value; authorized 1,000,000 shares, none issued                               
   Common stock; $.01 par value; authorized 25,000,000 shares; issued and outstanding:                     
     14,330,190 and 13,835,118 shares at September 27, 1997, respectively, and                             
     14,248,114 and 13,753,042 shares at June 28, 1997, respectively                               143              143
   Additional paid-in capital                                                                  143,167          142,486
   Cumulative foreign currency translation adjustments                                            (485)            (407)
   Accumulated deficit                                                                         (17,402)         (18,039)
                                                                                             ---------        ---------
                                                                                                           
                                                                                               125,423          124,183
   Treasury stock, at cost, 495,072 shares                                                      (5,218)          (5,218)
                                                                                             ---------        ---------
                                                                                                           
         Total stockholders' equity                                                            120,205          118,965
                                                                                             ---------        ---------
                                                                                                           
         Total liabilities and stockholders' equity                                          $ 242,453        $ 268,754
                                                                                             =========        =========
</TABLE>
       See accompanying notes to these consolidated financial statements.
                                       3
<PAGE>
                       BELL SPORTS CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                (unaudited, in thousands, except per share data)
<TABLE>
<CAPTION>

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

                                                        September 27,        September 28,
                                                            1997                 1996
                                                       --------------       ---------------
<S>                                                       <C>                  <C>     
Net sales                                                 $ 43,632             $ 62,068
Cost of sales                                               30,155               44,560
                                                          --------             --------
                                                                           
Gross profit                                                13,477               17,508
                                                                           
Selling, general and administrative expenses                11,075               15,279
Amortization of goodwill and intangible assets                 636                  862
Restructuring charges                                                             1,358
Net investment income                                         (429)              (1,792)
Interest expense                                             1,167                1,796
                                                          --------             --------
                                                                           
Net income before income taxes                               1,028                    5
Provision for income taxes                                     391                    2
                                                          --------             --------
                                                                           
Net income                                                $    637             $      3
                                                          ========             ========
                                                                           
                                                                           
Net income per common share                               $   0.05             $   0.00
                                                          ========             ========
                                                                           
Weighted average number of common shares outstanding        14,075               13,754
                                                          ========             ========
</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>
                                                                          Three Months Ended
                                                                 ------------------------------------

                                                                  September 27,        September 28,
                                                                      1997                 1996
                                                                 ---------------      ---------------
<S>                                                                 <C>                  <C>     
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
  Net cash provided by operating activities                         $ 24,171             $  8,933
                                                                    --------             --------
                                                                                    
                                                                                    
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:                              
  Capital expenditures                                                (1,041)              (2,170)
  Net sales of marketable securities                                                        3,162
  Proceeds from the sale of SportRack                                 13,427        
                                                                    --------             --------
                                                                                    
     Net cash provided by investing activities                        12,386                  992
                                                                    --------             --------
                                                                                    
                                                                                    
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:                              
  Proceeds from issuance of stock                                        667        
  Payments on notes payable, long-term debt and capital leases           (86)                (195)
  Net payments on line of credit agreement                           (19,971)              (7,921)
                                                                    --------             --------
                                                                                    
     Net cash used in financing activities                           (19,390)              (8,116)
                                                                    --------             --------
                                                                                    
Effect of exchange rate changes on cash                                    2                    2
                                                                    --------             --------
                                                                                    
Net increase in cash and cash equivalents                             17,169                1,811
                                                                                    
Cash and cash equivalents at beginning of period                      29,008               23,140
                                                                    --------             --------
                                                                                    
Cash and cash equivalents at end of period                          $ 46,177             $ 24,951
                                                                    ========             ========
</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

Bell Sports Corp. and its  wholly-owned  subsidiaries  (The "Company" or "Bell")
design, manufacture, market and distribute bicycle accessories,  bicycle helmets
and automotive racing helmets.

Consolidation
-------------

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.

Accounting Period
-----------------

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.

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

The  consolidated  balance  sheet as of  September  27, 1997 and  statements  of
operations and 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 June 28, 1997, June 29, 1996 and
July 1,  1995  which  are  included  in the  Company's  1997  Annual  Report  to
Stockholders.

Income Per Share Information
----------------------------

Income per common and common  equivalent  share is computed  using the  weighted
average number of common stock and common stock  equivalent  shares  outstanding
during the  periods,  using the  treasury  stock  method for stock  options  and
warrants.  Fully diluted net income per common share for all periods included in
the  accompanying  financial  statements has not been presented since an assumed
conversion  (using the  if-converted  method,  which  includes the adjustment of
reported net income for interest charges on a net-of-tax basis) of the Company's
convertible  subordinated  debentures  (the  "Debentures")  bearing  interest at
4-1/4% per annum would be anti-dilutive.

Investment Income
-----------------

The  investment  income  reported for the first  quarter of fiscal 1997 includes
proceeds from the settlement of an  arbitration  case related to the handling of
certain marketable  securities by an outside investment advisor.  The settlement
proceeds,   net  of  related  expenses  and  expected  losses  to  sell  certain
securities, were $1.3 million.
                                       6
<PAGE>
Accounts Receivable
-------------------

Accounts  receivable  at  September  27,  1997  and  June  28,  1997  are net of
allowances for doubtful accounts of $4.4 million and $5.0 million, respectively.

Property, Plant and Equipment
-----------------------------

Property, plant and equipment at September 27, 1997 and June 28, 1997 are net of
accumulated depreciation of $17.9 million and $17.1 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.

Recent Accounting Pronouncements
--------------------------------

In February  1997,  SFAS No. 128,  "Earnings per Share" ("SFAS 128") was issued.
Under SFAS 128,  primary  earnings  per share is replaced by basic  earnings per
share and fully diluted  earnings per share is replaced by diluted  earnings per
share.

In June 1997, SFAS No. 130,  "Reporting  Comprehensive  Income" ("SFAS 130") was
issued. SFAS 130 establishes standards for the reporting of comprehensive income
and its  components in a full set of  general-purpose  financial  statements for
periods  beginning  after  December  15,  1997.  Reclassification  of  financial
statements for earlier periods for comparative purposes is required.

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

The  Company  will adopt SFAS 128 in the second  quarter of fiscal 1998 and SFAS
130 and SFAS 131 in fiscal  1999 and does not expect  such  adoptions  to have a
material effect on the consolidated financial statements and footnotes.

NOTE 2 - INVENTORIES

Inventories consist of the following components (in thousands):

                                             September 27,          June 28,
                                                 1997                 1997
                                            ---------------     ---------------

Raw materials                                   $ 4,815             $ 5,865
Work in process                                   2,616               2,125
Finished goods                                   37,115              38,559
                                                -------             -------

     Total                                      $44,546             $46,549
                                                =======             =======
                                       7
<PAGE>
NOTE 3 - PRODUCT LIABILITY AND CONTINGENCIES

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

The Company is subject to various product  liability claims and/or suits brought
against  it for  claims  involving  damages  for  personal  injuries  or deaths.
Allegedly,  these  injuries or deaths relate to the use by claimants of products
manufactured  by the Company and, in certain  cases,  products  manufactured  by
others.  The ultimate  outcome of these existing claims and any potential future
claims cannot presently be determined. Management believes that existing product
liability  claims/suits  are  defensible  and that,  based on the Company's past
experience and assessment of current claims,  the aggregate of defense costs and
any uninsured  losses will not have a material  adverse  impact on the Company's
liquidity or financial position.

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 the  judgment,  settlement  amount or defense costs arising out of
this or any other claim,  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 this or any other claim.

On February 2, 1996,  a Toronto,  Canada jury  returned a verdict  against  Bell
based on injuries arising out of a 1986 motorcycle accident. The jury found that
Bell was 25%  responsible  for the injuries  with the remaining 75% of the fault
assigned to the  plaintiff and the other  defendant.  If the judgment is upheld,
the amount of the claim for which Bell would be  responsible  and the legal fees
and tax implications  associated  therewith are estimated to be between $3.0 and
$4.0 million.

The Company has filed an appeal of the  Canadian  verdict.  Although the Company
cannot predict the outcome of an appeal, the Company currently has adequate cash
balances and sources of capital  available to satisfy the judgment if the appeal
is unsuccessful.  Accordingly,  the Company currently does not believe the claim
will have a material  adverse effect on liquidity or the financial  condition of
the Company.  Although the Company maintains product liability  insurance,  this
claim arose during a period in which the Company was  self-insured.  The Company
currently does not have a reserve for this judgment.

Environmental Litigation
------------------------

In the ordinary  course of its  business,  the Company is required to dispose of
certain waste at off-site locations. During 1993, the Company became aware of an
investigation  by the Illinois  Environmental  Protection  Agency (the "Illinois
Agency") of a waste disposal site, owned by a third party,  which was previously
utilized by the Company. As a result of that investigation,  the Illinois Agency
informed the Company that certain of the Company's practices with respect to the
identification,  storage and disposal of hazardous  waste and related  reporting
requirements  may not have complied with the applicable  law. On March 14, 1995,
the  State of  Illinois  (the  "State")  filed a  complaint  with  the  Illinois
Pollution Control Board (the "Pollution  Control Board") against the Company and
the disposal  site owner based on the same  allegations.  The  complaint  sought
penalties  not  exceeding  statutory  maximums  and  such  other  relief  as the
Pollution  Control Board  determines to be appropriate.  The disposal site owner
filed a cross-claim  against the Company that seeks to have  penalties  assessed
against the Company and not against the disposal site owner.  Any penalties as a
result of the cross-claim  would be payable to the State. The Pollution  Control
Board approved a settlement  between the State and the Company pursuant to which
the Company  paid  
                                       8
<PAGE>
$69,000 to the State and  disposed of certain  materials  in a container  at the
waste disposal site at an authorized  disposal facility.  The cross-claim by the
landfill  owner is still  pending,  and the  outcome of the  cross-claim  cannot
presently be determined.

Additionally,  the Illinois Agency has been  negotiating  with the disposal site
owner with respect to the procedures and actions necessary to close the disposal
site.  The extent  and  nature of any  actions  which may be taken  against  the
Company with respect to this matter cannot presently be determined.

NOTE 4 - NOTES PAYABLE, LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

The  Company  has a total of  approximately  $88.9  million  in  notes  payable,
long-term debt and capital lease obligations  outstanding at September 27, 1997.
Of this  amount,  $86.25  million  relates  to the  outstanding  balance  on the
Company's 4-1/4%  convertible  subordinated  debentures.  Maturing  November 15,
2000, the  debentures are  convertible at any time prior to maturity into common
stock at a conversion  price of $54.06 per share.  Interest on the debentures is
payable semi-annually.  The debentures are redeemable at the Company's option at
any time on or after November 15, 1996, at specified redemption prices.

In April 1997, the Company  entered into a $60.0 million  multicurrency  secured
revolving line of credit ("Credit  Agreement").  The Credit  Agreement grants to
the syndicated bank group a security  interest in the U.S.  accounts  receivable
and  inventories  for the term of the facility.  The Credit  Agreement  requires
borrowings  outstanding  under the line of credit to be  maintained  below $15.0
million for a period of thirty  consecutive  days between July 1st and September
30th of each fiscal year.

Borrowings under the Credit Agreement were reduced  approximately  $20.0 million
during the fiscal 1998 first quarter  using the proceeds  received from the sale
of SportRack (see Note 6) and the  collection of  receivables,  including  those
related to the Service  Cycle/Mongoose  business.  At September 27, 1997,  there
were no outstanding borrowings under the Credit Agreement.

The Credit  Agreement  expires in December 1999 and is classified as a long-term
liability. Based on the provisions of the Credit Agreement at September 27, 1997
the Company could borrow a maximum of $35.3.

The Credit  Agreement  provides the Company with several  interest rate options,
including U.S.  prime,  LIBOR plus a margin,  Canadian prime plus the applicable
LIBOR margin less 0.50%, Canadian banker's acceptance plus the LIBOR margin plus
0.125%,  and  short-term  fixed  rates  offered  by the  agent  bank in the loan
syndication.  The LIBOR  margin is currently  1.50% per annum,  but it can range
between 1.00% and 1.50%  depending on the  Company's  interest  coverage  ratio.
Under  the  Credit  Agreement,  the  Company  is  required  to  pay a  quarterly
commitment  fee on the unused portion of the facility at a rate that ranges from
0.20% to 0.30% per annum.  At September 27, 1997,  the quarterly  commitment fee
was 0.30% per annum.

The Credit Agreement contains certain financial covenants,  the most restrictive
of which are a minimum interest  coverage ratio, a maximum funded debt ratio and
a minimum  adjusted net worth amount.  It also contains  covenants that prohibit
the payment of cash  dividends  as well as restrict  the amount that the Company
can repurchase of its subordinated  debt and common stock. At September 27, 1997
and June  28,  1997,  the  Company  was in  compliance  with  all of the  Credit
Agreements covenants.
                                       9
<PAGE>
NOTE 5 - COMMON STOCK

The Company granted its executive officers,  non-employee  directors and certain
other  employees  options to purchase  shares of the Company's  Common Stock. At
September  27, 1997,  options to purchase  approximately  2.3 million  shares of
Common Stock were outstanding.

On August 24, 1995, the Company announced a stock repurchase program authorizing
the repurchase of up to 10% of the  outstanding  shares of the Company's  Common
Stock from time to time in open  market or private  transactions.  The timing of
any  repurchase  and the price and number of shares  repurchased  will depend on
market  conditions  and other factors.  To date,  the Company has  repurchased a
total of 523,400  shares at an aggregate  purchase price of  approximately  $5.5
million,  of which 28,328  shares were utilized  under a Restricted  Stock Award
Program.  Shares  repurchased  may be  retired  or used  for  general  corporate
purposes.


NOTE 6 - DISPOSITIONS

On July 2, 1997,  the Company  completed  the sale of  substantially  all of the
assets of SportRack,  which designs,  manufactures  and markets  automobile roof
rack  systems,  for  approximately  $13.5  million  to an  affiliate  of Advance
Accessory System Canada, Inc. There was no material gain or loss associated with
this transaction.
                                       10
<PAGE>
                                     Item 2.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FINANCIAL POSITION AND LIQUIDITY

The Company's current ratio increased to 5.1 to 1 at September 27, 1997 from 4.5
to 1 at June 28, 1997.  Cash and cash  equivalents  increased  $17.2  million to
$46.2  million at September  27, 1997 from $29.0  million at June 28, 1997.  The
increase in cash and cash  equivalents  is primarily  due to strong  receivables
collections and the proceeds received from the sale of the SportRack business in
July 1997 (the "Sale of  SportRack").  The increase was partially  offset by the
Company  utilizing  a  portion  of  its  cash  position  to  reduce  outstanding
borrowings.

Accounts  receivable  at September  27, 1997  decreased  $34.0  million to $41.9
million from $75.9  million at June 28, 1997.  The decrease is  attributable  to
strong  collections  and a normal  seasonal net sales  decrease  from the fourth
quarter of fiscal 1997 to the first quarter of fiscal 1998.  Approximately  $5.0
million in  receivables  were  collected  related to the Service  Cycle/Mongoose
business.  Although the Service Cycle/Mongoose  business was sold in April 1997,
the Company retained the receivables related to the business unit. As of October
1997, a majority of the Service  Cycle/Mongoose  receivables had been collected.
An additional  $5.0 million  decrease in  receivables  resulted from the Sale of
SportRack.

Inventories  decreased  $2.0  million to $44.5  million in the fiscal 1998 first
quarter  compared to June 28, 1997.  The decrease is  attributed  to the Sale of
SportRack,  which accounted for approximately  $4.2 million in inventory at June
28,  1997.  This  decrease was  partially  offset by the normal  business  cycle
build-up of inventory  in the first half of the fiscal year to meet  anticipated
increased sales demands in the second half of the fiscal year.

In April 1997, the Company entered into a $60.0 million  multicurrency,  secured
revolving line of credit ("Credit  Agreement").  The Credit  Agreement grants to
the syndicated bank group a security  interest in the U.S.  accounts  receivable
and  inventories  for the term of the facility.  The Credit  Agreement  requires
borrowings  outstanding  under the line of credit to be  maintained  below $15.0
million for a period of thirty  consecutive  days between July 1st and September
30th of each fiscal year.

Borrowings under the Credit Agreement were reduced  approximately  $20.0 million
during the fiscal 1998 first quarter  using the proceeds  received from the Sale
of SportRack and the collection of  receivables,  including those related to the
Service   Cycle/Mongoose   business.  At  September  27,  1997,  there  were  no
outstanding borrowings under the Credit Agreement.

The Credit  Agreement  expires in December 1999 and is classified as a long-term
liability.  Based on the  provisions of the Credit  Agreement,  at September 27,
1997 the Company could borrow a maximum of $35.3 million.

The Credit  Agreement  provides the Company with several  interest rate options,
including U.S.  prime,  LIBOR plus a margin,  Canadian prime plus the applicable
LIBOR margin less 0.50%, Canadian banker's acceptance plus the LIBOR margin plus
0.125%,  and  short-term  fixed  rates  offered  by the  agent  bank in the loan
syndication.  The LIBOR  margin is currently  1.50% per annum,  but it can range
between 1.00% and 1.50%  depending on the  Company's  interest  coverage  ratio.
Under  the  Credit  Agreement,  the  Company  is  required  to  pay a  quarterly
commitment  fee on the unused portion of the facility at a rate that ranges from
0.20% to 0.30% per annum.  At September 27, 1997,  the quarterly  commitment fee
was 0.30% per annum.

The Credit Agreement contains certain financial covenants,  the most restrictive
of which are a minimum interest  coverage ratio, a maximum funded debt ratio and
a minimum adjusted net worth 
                                       11
<PAGE>
amount.  It also contains  covenants that prohibit the payment of cash dividends
as  well  as  restrict  the  amount  that  the  Company  can  repurchase  of its
subordinated debt and common stock. At September 27, 1997 and June 28, 1997, the
Company was in compliance with all of the Credit Agreement covenants.

Capital expenditures were $1.0 million for the first quarter of fiscal 1998. The
Company expects to spend  approximately $5.0 million on capital  expenditures in
fiscal year 1998. The largest planned expenditures are for new product tooling.

The Company announced in September 1997 that it retained  Montgomery  Securities
as  its  financial  advisor  to  assist  the  Company  in  evaluating  strategic
alternatives  designed  to enhance  stockholder  value.  Such  alternatives  may
include,  but will not be limited  to, a merger,  sale,  joint  venture or other
business  combination,  repurchase of outstanding debt or equity securities,  or
continuing to pursue a corporate growth strategy. There can be no assurance that
a transaction will occur as a result of this evaluation.

The Company  believes its available  cash flows from  operations  and the Credit
Agreement  should be adequate to satisfy its  working  capital  requirements  in
fiscal 1998.  The Company  does not  anticipate  paying  dividends on its Common
Stock in the foreseeable future.

Certain matters  contained  herein are  forward-looking  statements that involve
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: seasonality,  adverse outcome from litigation,  competitive actions, loss of
significant  customers,  timing of major  customer  shipments,  adverse  weather
conditions, retail environment, economic conditions and currency fluctuations.

RESULTS OF OPERATIONS

The Company completed the sale of Service  Cycle/Mongoose on April 28, 1997 (the
"Sale of Service  Cycle/Mongoose"),  and the Sale of  SportRack on July 2, 1997.
Accordingly,  to enhance the  comparability  of the current  year and prior year
amounts, certain  prior year amounts (where noted below) have been   adjusted to
exclude the activity of the Service Cycle/Mongoose and SportRack businesses.

         Net Sales.  Net sales decreased $18.5 million from $62.1 million in the
fiscal  1997  first  quarter  --  primarily  the  result of the Sale of  Service
Cycle/Mongoose  and the Sale of SportRack.  Net sales decreased by 6.4% to $43.6
million  during the three months ended  September  27, 1997 as compared to $46.6
million  for the same  period of  fiscal  1997  after adjusting  for the Sale of
Service Cycle/Mongoose and the Sale of SportRack.  Sales to the specialty retail
channel  increased 9% from the prior year,  but were offset by a 23% decrease in
mass merchant accessory sales. This decrease was due to a mass merchant customer
making an  inventory  adjustment  to reduce stock from a five week to three week
supply.  The Company  continues to pursue  methods to assist major  customers in
managing their inventory levels.


The product line sales mix,  excluding  the sales of the Service  Cycle/Mongoose
and SportRack businesses, for the three-month periods are as follows:

                                      September 27,    September 28,
                                          1997             1996
                                     ---------------  ---------------

Product Line Sales Mix:
     Bicycle accessories                   56%              61%
     Bicycle helmets                       41%              37%
     Auto Racing helmets                    3%               2%

                                       12
<PAGE>
The  Company  anticipates  net sales in fiscal  1998  will be lower  than  those
achieved in fiscal 1997, due to the Sale of Service  Cycle/Mongoose and the Sale
of  SportRack,  which  combined  contributed  $50.8  million to net sales during
fiscal 1997.

Due to the mature nature of the U.S.  market for bicycle related  products,  the
Company expects overall modest sales growth in fiscal 1998.

         Gross Margin.  Gross  margins  increased to 31% of net sales during the
three-month  period  ended  September  27,  1997  from  28% of net  sales in the
comparable  prior year  period.  The  increase is  primarily  due to the Sale of
Service  Cycle/Mongoose,  which carried  lower margins than the Company's  other
core  businesses.   Gross  margins,  when  adjusted  for  the  Sale  of  Service
Cycle/Mongoose  and the Sale of  SportRack,  were 31% of net sales in the fiscal
1997 first quarter.  Bicycle  accessories margins increased 200 basis points due
to lower  freight  costs and an increase  in direct  sales to  customers  versus
through distributors by the Canadian and Australian  divisions.  These increases
were  offset  by a  decrease  in helmet  margins  caused by a mix shift of sales
volumes to lower price point helmets. The Company anticipates gross margins will
remain in the low 30% range for the foreseeable future.

         Selling,    General   and   Administrative.    Selling,   general   and
administrative  costs  decreased  to 25% of net  sales in the first  quarter  of
fiscal  1998,  as compared  to 27% in the first  quarter of fiscal  1997,  after
adjusting for the Sale of Service Cycle/Mongoose and the Sale of SportRack.  The
improvement  is  a  result  of  the  Company's   restructuring   activities  and
management's  concerted  effort to reduce the Company's  overall cost structure.
Actual selling,  general and  administrative  expenses for the fiscal 1997 first
quarter were 25% of net sales or $15.3 million.

As a result of the  seasonality of the Company's  business,  sales are generally
higher in the second half of the fiscal year. Although some selling, general and
administrative  expenses are variable with sales, such as distribution  expenses
and  commissions,  most  expenses  are  incurred  evenly  throughout  the  year.
Accordingly,  the Company expects selling,  general and administrative  expenses
will decrease as a percent of net sales during the third and fourth  quarters of
fiscal 1998.

         Amortization  of  intangibles.  Amortization of goodwill and intangible
assets decreased 26% or $226,000 from the prior year, due to the Sale of Service
Cycle/Mongoose  and the  Sale of  SportRack.  After  adjusting  for the  Sale of
Service  Cycle/Mongoose  and  the  Sale  of  SportRack,   amortization  remained
consistent at $636,000 for both periods.

         Restructuring Charges. Restructuring charges of $1.4 million related to
the fiscal  1996  organizational  and office  consolidation  impacted  the first
quarter  1997  results.   These  consolidation   activities  were  substantially
completed during the second quarter of fiscal 1997 and yielded an estimated $5.0
million in annual cost savings.

         Net  investment  income and interest  expense.  Net  investment  income
decreased to $429,000 in the first  quarter of fiscal 1998,  as compared to $1.8
million  in the  first  quarter  of  fiscal  1997.  The  decrease  is due to the
settlement of an arbitration case related to the handling of certain  marketable
securities by an outside investment  advisor.  The settlement  proceeds,  net of
related expenses and expected losses to sell certain securities, of $1.3 million
are  included  in net  investment  income in the first  quarter of fiscal  1997.
Interest  expense  decreased  35% to $1.2 million in the first quarter of fiscal
1998,  compared to $1.8 million in the comparable prior year period due to lower
levels of debt outstanding during fiscal 1998.

         Income  taxes.  The effective tax rate was 38% for the first quarter of
fiscal 1998, and 44% for the first quarter of fiscal 1997.
                                       13
<PAGE>
         Net income and weighted average shares.  Net income for the fiscal 1998
first quarter was $637,000 (or $0.05 per share) compared to net income of $3,000
(or break-even per share) for the prior year first quarter. The weighted average
number of shares  outstanding  for the fiscal three month period ended September
27, 1997 was 14.1 million compared to 13.8 million at September 28, 1996.
                                       14
<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 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:    November 6, 1997


                                        BELL SPORTS CORP.




/s/  Linda K. Bounds          Senior Vice President and Chief Financial Officer
------------------------              (Principal financial officer)
     Linda K. Bounds    


/s/  John A. Williams         Vice President of Finance and Corporate Controller
------------------------              (Principal accounting officer)
     John A. Williams   
                                       16
<PAGE>
                                BELL SPORTS CORP.
                                INDEX TO EXHIBITS


Exhibit
Number   Description
--------------------------------------------------------------------------------

10.1*    Promissory  Note  between  Bell  Sports,  Inc.  and Mary  George  dated
         September 24, 1996

10.2*    Collateral Pledge Agreement  between Bell Sports,  Inc. and Mary George
         dated September 24, 1996.

11*      Statement re: computation of per share earnings

27*      Financial Data Schedule

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

* Filed herewith
                                       17