<PAGE>
 
                                   Form 10-Q

                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  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  quarterly  period  ended  November  2,  1996

                                       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  0-5648

                         OSHMAN'S SPORTING GOODS,  INC.
                         ------------------------------
         (Exact  name  of  registrant  as  specified  in  its  charter)

             DELAWARE                                   74-1031691

--------------------------------------------------------------------------------
(State or other jurisdiction of                 (I.R.S. Employer 
  incorporation or organization)                  Identification No.)

                     2302  MAXWELL  LANE,  HOUSTON,  TEXAS
                                     77023

--------------------------------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                (713)  928-3171

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

                                   NO CHANGE

--------------------------------------------------------------------------------
(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), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.

YES    X        NO_____
    ---------          

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

     Common  stock,  $1.00  par  value            5,827,249
    ----------------------------------            ---------
<PAGE>
 
                        PART I -- FINANCIAL INFORMATION
<PAGE>
 
ITEM 1 - FINANCIAL STATEMENTS

                OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
            NOVEMBER 2, 1996, FEBRUARY 3, 1996 AND OCTOBER 28, 1995
                                (IN THOUSANDS)

<TABLE> 
<CAPTION> 

                                        NOVEMBER 2,     FEBRUARY 3,     OCTOBER 28,
                                            1996           1996            1995
                                        -----------     ----------      -----------
                  ASSETS                (UNAUDITED)                     (UNAUDITED)
<S>                                     <C>             <C>             <C> 
CURRENT ASSETS
 CASH AND CASH EQUIVALENTS              $      493      $     327       $     408
 ACCOUNTS RECEIVABLE, LESS ALLOWANCE 
  OF $393 NOV 96, $386 FEB 96 AND 
  $395 OCT 95                                1,777          3,452           2,742
 MERCHANDISE INVENTORIES                   143,163        110,630         129,699
 PREPAID EXPENSES AND OTHER                  7,869          7,819           7,281
                                        -----------     ----------      -----------
    TOTAL CURRENT ASSETS                   153,302        122,228         140,130

PROPERTY, PLANT AND EQUIPMENT, AT COST     100,128         93,807          90,892
 LESS ACCUMULATED DEPRECIATION AND
   AMORTIZATION                             55,766         53,701          52,757
                                        -----------     ----------      -----------
    NET PROPERTY, PLANT AND EQUIPMENT       44,362         40,106          38,135

OTHER ASSETS                                   527            589             581
                                        -----------     ----------      -----------
                                        $  198,191      $ 162,923       $ 178,846
                                        ===========     ==========      ===========
    LIABILITIES AND STOCKHOLDERS'
      EQUITY
CURRENT LIABILITIES
 CURRENT MATURITIES OF LONG-TERM 
   OBLIGATIONS                          $      874      $     809       $     403
 TRADE ACCOUNTS PAYABLE                     55,746         35,486          55,138
 ACCRUED LIABILITIES                        19,380         18,231          16,802
 INCOME TAXES                                4,347          4,382           4,641
 RESTRUCTURING RESERVE                         246            480           3,210
                                        -----------     ----------      -----------
    TOTAL CURRENT LIABILITIES               80,593         59,388          80,194

DEFERRED FEDERAL INCOME TAXES                  504            504             290

DEFERRED RENTAL ALLOWANCES                   3,004          3,180           1,725

LONG-TERM OBLIGATIONS                       62,902         36,681          37,704

STOCKHOLDERS' EQUITY
 COMMON STOCK                                5,830          5,822           5,821
 ADDITIONAL CAPITAL                          4,032          3,865           3,770
 RETAINED EARNINGS                          41,347         53,504          49,363
 LESS TREASURY STOCK, AT COST                  (21)           (21)            (21)
                                        -----------     ----------      -----------
    STOCKHOLDERS' EQUITY                    51,188         63,170          58,933
                                        -----------     ----------      -----------
                                        $  198,191      $ 162,923       $ 178,846
                                        ===========     ==========      ===========

</TABLE> 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


<PAGE>
 

                OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                      FOR THE THREE AND NINE MONTHS ENDED
                     NOVEMBER 2, 1996 AND OCTOBER 28, 1995
                                  (UNAUDITED)
                     (in thousands, except per share data)

<TABLE> 
<CAPTION> 

                                             THREE MONTHS ENDED               NINE MONTHS ENDED
                                            1996            1995            1996            1995
                                        -----------     ----------      -----------     -----------
<S>                                     <C>             <C>             <C>             <C> 
NET SALES                               $    78,859     $   71,739      $   253,578     $   225,627

COST OF GOODS SOLD                           49,660         46,356          167,847         145,875
                                        -----------     ----------      -----------     -----------
    GROSS PROFIT                             29,199         25,383           85,731          79,752

OPERATING EXPENSES
 SELLING AND ADMINISTRATIVE EXPENSES         30,714         27,852           91,659          81,420
 AMORTIZATION OF PRE-OPENING COSTS            1,018            424            2,998           1,001
 STORE CLOSING PROVISION                       (185)            36            1,140             250
 MISCELLANEOUS INCOME                          (420)          (437)            (820)         (2,377)
                                        -----------     ---------       -----------     -----------
    OPERATING LOSS                           (1,928)        (2,492)          (9,246)           (542)

INTEREST EXPENSE, NET                           953            614            2,801           1,502
                                        -----------     ----------      -----------     -----------
LOSS BEFORE INCOME TAXES                     (2,881)        (3,106)         (12,047)         (2,044)

INCOME TAXES                                     14             35              110             155
                                        -----------     ----------      -----------     -----------
    NET LOSS                            $    (2,895)    $   (3,141)     $   (12,157)    $    (2,199)
                                        ===========     ==========      ===========     ===========

EARNINGS(LOSS) PER COMMON AND
 COMMON EQUIVALENT SHARE                $      (.50)    $     (.54)     $     (2.09)    $      (.38)
                                        ===========     ==========      ===========     ===========

WEIGHTED AVERAGE NUMBER OF
 COMMON AND COMMON EQUIVALENT
 SHARES                                       5,830          5,815            5,828           5,814
                                        ===========     ==========      ===========     ===========

DIVIDENDS PER SHARE                     $        --     $       --      $        --     $        --
                                        ===========     ==========      ===========     ===========

</TABLE> 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


<PAGE>
 
                OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE NINE MONTHS ENDED NOVEMBER 2, 1996 AND OCTOBER 28, 1995
                                  (UNAUDITED)
                                (in thousands)

<TABLE> 
<CAPTION> 
                                                                                  1996            1995
                                                                                --------        --------
<S>                                                                             <C>             <C> 
CASH FLOWS OF OPERATING ACTIVITIES:
 NET LOSS                                                                       $(12,157)       $ (2,199)
 ADJUSTMENTS TO RECONCILE NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES:     
  DEPRECIATION AND AMORTIZATION                                                    4,979           4,111
  RECOVERIES OF LOSSES ON ACCOUNTS RECEIVABLE                                         (7)             --
  CHARGE TO RESERVE FOR CORPORATE RESTRUCTURING, NET OF
   DEPRECIATION AND AMORTIZATION                                                    (234)         (3,551)
  PROVISION FOR LOSSES ON STORE CLOSINGS                                             861             442
  STOCK OPTION AND BONUS PLAN EXPENSE                                                132             336
  LOSS ON DISPOSITION OF FIXED ASSETS                                                126              94
  DECREASE IN DEFERRED INCOME TAXES                                                   --             (12)
  AMORTIZATION OF DEFERRED RENTAL ALLOWANCES                                        (176)           (106)
  CHANGES IN ASSETS AND LIABILITIES:
   DECREASE IN ACCOUNTS RECEIVABLE                                                 1,682             695
   INCREASE IN MERCHANDISE INVENTORIES                                           (32,533)        (31,405)
   DECREASE (INCREASE) IN PREPAID EXPENSES AND OTHER                                 245          (2,210)
   INCREASE IN TRADE ACCOUNTS PAYABLE                                             20,260           9,452
   INCREASE IN ACCRUED LIABILITIES                                                   409           3,337
   (DECREASE) INCREASE IN INCOME TAXES                                               (35)          4,513
                                                                                --------        --------
     NET CASH USED BY OPERATING ACTIVITIES                                       (16,448)        (16,503)

CASH FLOWS OF INVESTING ACTIVITIES:
 PROCEEDS FROM SALE OF FIXED ASSETS                                                   28              22
 PURCHASE OF PROPERTY, PLANT AND EQUIPMENT                                       (14,425)        (17,623)
 PROCEEDS FROM DISPOSITION OF REAL ESTATE AND LEASEHOLDS                               1              10
 PROCEEDS FROM NOTE RECEIVABLE                                                        27              34
 PROCEEDS FROM LANDLORDS                                                           4,654           1,948
                                                                                --------        --------
     NET CASH USED BY INVESTING ACTIVITIES                                        (9,715)        (15,609)

CASH FLOWS OF FINANCING ACTIVITIES:
 PROCEEDS FROM STOCK ISSUANCE                                                         43              10
 PROCEEDS FROM ISSUANCE OF LONG-TERM OBLIGATIONS                                     258             676
 PAYMENTS OF LONG-TERM OBLIGATIONS                                                  (644)           (264)
 PROCEEDS FROM REVOLVING CREDIT FACILITY, NET                                     26,672          31,844
                                                                                --------        --------
     NET CASH PROVIDED BY FINANCING ACTIVITIES                                    26,329          32,266

NET INCREASE IN CASH AND CASH EQUIVALENTS                                            166             154

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                     327             254
                                                                                --------        --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      $    493        $    408
                                                                                ========        ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 CASH PAID DURING THE YEAR FOR
    INCOME TAXES                                                                $    122        $    434
    INTEREST                                                                       2,695           1,488

</TABLE> 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


<PAGE>
 
                 OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     NOVEMBER 2, 1996 AND OCTOBER 28, 1995
                                  (UNAUDITED)



NOTE A

The financial statements are condensed and should be read in conjunction with
the 1995 annual report.  The financial information contained herein is
unaudited, but in the opinion of the management of the Company, includes all
adjustments (consisting of normal recurring adjustments) for a fair presentation
of the results of operations for the periods indicated.  The results for the
three months and nine months ended November 2, 1996 are not necessarily
indicative of the results to be expected for the full year.

NOTE B

Efective November 18, 1996, the Company amended its financing agreement dated
August 31, 1992 between the Company and The CIT Group/Business Credit, Inc.  The
amended agreement provides for an increase on the existing revolving line of
credit from $55,000,000 to $70,000,000 and extends the term of the agreement to
August 31, 1999.
<PAGE>
 
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Results of Operations

The following table sets forth selected statements of operations data of the
Company expressed as a percentage of net sales for the periods indicated:
<TABLE>
<CAPTION>
                                              PERCENTAGE OF NET SALES
                                        --------------------------------
                                           3RD QUARTER      NINE MONTHS
                                        ----------------   -------------
                                          1996     1995     1996   1995
                                        -------  -------   ------ ------
<S>                                       <C>      <C>     <C>     <C>
 
Net sales                                 100.0    100.0   100.0   100.0
Cost of goods sold                         63.0     64.6    66.2    64.7
                                          -----    -----   -----   -----
     Gross profit                          37.0     35.4    33.8    35.3
Operating expenses
     Selling and administrative expenses   38.9     38.8    36.1    36.1
     Pre-opening expenses                   1.3       .6     1.2      .4
     Store closing provision               ( .2)      .1      .4      .1
     Miscellaneous income                  ( .5)    ( .6)   ( .3)   (1.1)
                                          -----    -----   -----   -----
          Operating income (loss)          (2.4)    (3.5)   (3.6)   ( .2)
Interest expense, net                       1.2       .9     1.1      .7
                                          -----    -----   -----   -----
Earnings (loss) before income taxes        (3.7)    (4.3)   (4.8)   ( .9)
Income taxes                                  -       .1       -      .1
                                          -----    -----   -----   -----
Net earnings (loss)                        (3.7)    (4.4)   (4.8)   (1.0)
                                          =====    =====   =====   =====
</TABLE>

Net sales for the third quarter and first nine months of fiscal 1996
increased 9.9% and 12.4% respectively compared to the same periods in fiscal
1995.  The increase in sales is attributable to sales contributions from the 17
new SuperSports USA megastores opened since the beginning of fiscal 1995.  Sales
from megastores during the first nine months of fiscal 1996 increased 64.9% over
the same period last year and represented 62.5% of total retail sales compared
to 43.4% in the first nine months of fiscal 1995.  The increase in megastore
sales was partially offset by reduced sales from the Company's traditional
stores.  The Company has closed 31 traditional stores since the beginning of
fiscal 1995, including 13 which were a part of the Company's restructure group.
Sales declines in fiscal 1996 attributable to closed stores totaled $14.9
million.

Comparable same store sales in the Company's SuperSports USA megastores
increased .5% in the third quarter of fiscal 1996 while sales in comparable
traditional stores decreased 
<PAGE>
 
11.5% causing a 6.1% decline in overall same store sales compared to the same
period in 1995. During the first nine months of fiscal 1996, comparable same
store sales in the megastores decreased 2.3% while same store sales in
traditional stores decreased by 12.3% resulting in an overall 7.8% decline
compared to the same period in 1995.

Management attributes the decline in comparable traditional store sales
primarily to increased competition from megastores and secondly, to
cannibalization of sales resulting from the expansion of the Company's
megastores.  Management believes that changing consumer preferences toward
sporting goods megastores have had a detrimental impact on the Company's
existing traditional stores and will continue to have a detrimental impact on
these stores in the future.  Accordingly, the Company has accelerated the
closing of underperforming traditional stores and had closed 11 stores as of the
end of the fiscal 1996 third quarter and an additional six in November, 1996.

Cost of goods sold as a percentage of net sales was 63.0% and 66.2% respectively
in the quarter and nine months ended November 2, 1996 compared to 64.6% and
64.7% respectively for the same periods in fiscal 1995.  Cost of goods sold as a
percentage of net sales for the first nine months of fiscal 1996 was negatively
affected by aggressive markdowns and other adjustments which reduced the
carrying value of inventories in the second quarter of fiscal 1996 as the
Company took additional markdowns in an effort to reduce excessive inventories
resulting from lower than planned sales and from stores closed and expected to
close.  Additionally, the Company recorded additional adjustments to the
carrying value of inventory reflecting shrinkage in physical inventory.

Selling and administrative expenses as a percentage of net sales were 38.9% and
36.1% respectively for the quarter and nine months ended November 2, 1996
compared to 38.8% and 36.1% respectively in the same periods last year.  Selling
and administrative expenses as a percentage of sales increased in stores as a
result of lower sales as discussed above and due to the addition of new stores
that have not yet grown to expected sales levels.  However, the increased rate
of selling and administrative expenses in stores was offset by the leveraging
effect of increased sales volumes on corporate overhead and other relatively
fixed costs as a percentage of sales.

Pre-opening expenses of new SuperSports USA megastores are amortized over the
first 12 months of operation.  Expenses of $1.0 million and $3.0 million in the
quarter and nine months ending November 2, 1996 compared to $424,000 and $1.0
million respectively in the same periods last year relate to the opening of 17
megastores in fiscal 1995 and during the first nine months of fiscal 1996
compared to only nine megastore openings in comparable periods in the prior
fiscal years.

Store closing provision expenses (income) were ($185,000) and $1.1 million
respectively in the third quarter and first nine months of fiscal 1996 compared
to $36,000 and $250,000 respectively in the same periods last year.  The
provision was established primarily to cover lease termination costs, leasehold
and fixed asset write-offs and other incremental store closing costs. Management
intends to continue to evaluate underperforming stores and assess alternatives
with regard to these locations.
<PAGE>
 
Miscellaneous income was $420,000 and $820,000 respectively in the third quarter
and first nine months of fiscal 1996 compared to $437,000 and $2.4 million
respectively in the same periods of fiscal 1995.  The fiscal 1995 results
include a gain of $1.6 million related to a condemnation award recorded in the
second quarter of fiscal 1995.

Net interest expense for the third quarter and first nine months of fiscal 1996
was $953,000 and $2.8 million respectively compared to $614,000 and $1.5 million
respectively for the same periods last year.  The increased interest expense is
related to increased average borrowings under the Company's credit facility.

Income taxes in fiscal 1996 and 1995 are related primarily to state income
taxes.  There was no income tax benefit in fiscal 1996 or 1995 as a result of
the Company's inability to fully recognize the tax benefits of net operating
losses and future deductible temporary differences in the calculation of its tax
expense under SFAS 109.

In the first nine months of  fiscal 1996, the Company had a pretax loss of $12.0
million compared to a loss of $2.0 million before income taxes in the same
period last year.  The decline in results in fiscal 1996 compared to fiscal 1995
is primarily attributable to reduced gross margin resulting from comparable
store sales declines and to increased markdowns and inventory adjustments as
discussed above.  Additionally, the non-recurrence of  the condemnation gain in
1995 and the provision in fiscal 1996 for additional store closings, along with
increased amortization of pre-opening expenses and interest expense further
contributed to the increased loss this year.



Liquidity and Capital Resources

Cash and equivalents at November 2, 1996 were $493,000 compared to $327,000 at
February 3, 1996.  In the first nine months of fiscal 1996, cash totaling $16.4
million was used by operating activities.  The primary use of cash during this
period was related to a $32.5 million increase in merchandise inventories
partially offset by an increase in trade accounts payable of $20.3 million.  The
increase in merchandise inventories and corresponding increase in trade accounts
payable are related to normal seasonal fluctuations and to inventory buildup in
anticipation of the Christmas selling season.  Additionally, a portion of the
increase was related to inventory for five new SuperSports USA megastores which
opened in the first nine months of fiscal 1996 and for two additional megastores
which opened in November.

Investing activities used cash totaling $9.7 million, primarily for the purchase
of property, plant and equipment, including the opening of five SuperSports USA
megastore in the first nine months of fiscal 1996 and the renovation of three of
the seven store locations acquired from SportsTown, Inc. in 1995.  Two
additional SuperSports USA megastores opened in November, completing the
Company's new store program for fiscal 1996.  Approximately $1.8 million was
used for the purchase of computer hardware and software primarily related to the
replacement of the Company's financial, payroll and human resources systems.
<PAGE>
 
Financing activities provided cash of $26.3 million as the Company utilized its
credit facility to meet its working capital needs during the first nine months
of fiscal 1996.  Average borrowings under the Company's credit facility during
the first nine months of fiscal 1996 were $39.7 million, and the highest amount
of borrowings and outstanding letters of credit was $55.2 million at November 1,
1996.  During the same period of fiscal 1995, average borrowings were $24.3
million, and the highest amount of borrowings and outstanding letters of credit
was $39.7 million at October 23, 1995.  The increased level of borrowing in
fiscal 1996 is related primarily to the net inventory requirements and capital
expenditures related to the 17 SuperSports USA megastores opened since the
beginning of fiscal 1995 and additionally to the operating loss before
depreciation for the first nine months of fiscal 1996.  The Company amended its
revolving credit facility with The CIT Group/Business Credit, Inc. effective
November 18, 1996.  This amendment extended the term of the agreement to August
31, 1999 and increased the line of credit by $15.0 million to $70.0 million with
an additional seasonal increase to $85.0 million during the period between
September 15 and December 15 each year.  In addition, the borrowing base formula
was modified to provided for increased advance rates during certain times of the
year.  Other significant terms of the agreement remain unchanged.

As discussed above, the Company has accelerated the closure of underperforming
traditional stores and as of the end of November had closed 17 traditional
stores in  fiscal 1996 and expects to close additional stores by the end of the
fiscal year.  At the end of the third quarter of fiscal 1996, the Company had
available reserves totaling $3.6 million for lease termination costs, leasehold
and fixed asset write-offs and other incremental stores closing costs related to
store closures.  The Company believes that this amount is adequate to cover
estimated future costs associated with the expected closing of certain stores.
<PAGE>
 
                          PART II -- OTHER INFORMATION
<PAGE>
 
                                   SIGNATURES
                                   ----------


Pursuant to the requirements 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.

                                        OSHMAN'S SPORTING GOODS, INC.

       December 17, 1996                     /s/ TIMOTHY L. GRADY
Date:  _____________________            By:  ______________________________
                                               Timothy L. Grady
                                               Senior Vice President and
                                               Chief Financial Officer


       December 17, 1996                     /s/ A. LYNN BOERNER
Date:  _____________________            By:  ______________________________
                                               A. Lynn Boerner
                                               Vice-President and
                                               Chief Accounting Officer
<PAGE>
 
ITEM 6.  EXHIBITS


                                 Exhibit Index


  4.1  Eighteenth Amendment Dated October 31, 1996 to the Financing Agreement
       dated August 31, 1992 between the Company and The CIT Group/Business
       Credit, Inc.

 10.17 Employment Agreement between the Company and Timothy L. Grady, dated 
       June 6, 1996.

 11.1  Statement Re:  Computation of Per Share Earnings

 27    Financial Data Schedule