UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
  
                              FORM 10-Q


    X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   ---    SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
          PERIOD ENDED SEPTEMBER 30, 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 0-23385

                            BRASS EAGLE INC. 
        (Exact name of registrant as specified in its charter)

             Delaware                              71-0578572
   (State or other jurisdiction of               I.R.S. Employer
    incorporation or organization)            Identification Number


             1203A North Sixth Street, Rogers, Arkansas 72756
           (Address of principal executive offices) (zip code)

                             501-621-4390
           (Registrant's telephone number, including area code)

Indicate by a 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 ___  No  X 

The number of shares of the Registrant's  Common Stock, $0.01
par value, outstanding as of December 8, 1997, was 7,225,121.

<PAGE>



                      BRASS EAGLE INC.

                          FORM 10-Q

              QUARTER ENDED SEPTEMBER 30, 1997

                            INDEX


                                                                 Page
                                                                 ----
Part I:   Financial Information

          Item 1.  Condensed Financial Statements

                   Condensed Balance Sheets as of 
                   September 30, 1997 (unaudited), Pro 
                   Forma September 30, 1997 (unaudited) 
                   and December 31, 1996   ..................      1

                   Condensed Statements of Operations for the
                   Three and Nine Months ended September 30,
                   1997 (unaudited), and September 30, 1996
                   (unaudited)  .............................      2

                   Condensed Statements of Cash Flows for the 
                   Three and Nine Months Ended September 30,
                   1997 (unaudited), and September 30, 1996
                   (unaudited)  ..............................      3

                   Notes to Condensed Financial Statements ...     4-7

          Item 2.  Management's Discussion and Analysis of 
                   Financial Condition and Results of
                   Operations.................................     8-12

Part II:  Other Information

          Item 1.  Legal Proceedings .........................      13      

          Item 2.  Changes in Securities and Use of Proceeds ..     13
      
          Item 4.  Submission of Matters to a Vote of Security
                   Holders .....................................    15      

          Item 6.  Exhibits and Reports on Form 8-K  ...........    15

 Signatures ....................................................    17
<PAGE>

                      CONDENSED BALANCE SHEETS
                  (In thousands except share data)


                                               Pro Forma
                              September 30,  September 30,  December 31,
                                   1997           1997          1996
                                   ----           ----          ----
                               (unaudited)    (unaudited)
       ASSETS
Current assets
  Cash                           $    8         $ 14,433      $   -
  Accounts receivable - less 
    allowance for doubtful 
    accounts of $52 in 1996       9,870            9,870        3,656
    and 1997
  Inventories                     4,157            4,157        1,195
  Prepaid expenses and other
    current assets                1,274            1,274          462
                                 ------           ------       ------   
      Total current asset        15,309           29,734        5,313
              
Property and equipment, net       1,351            1,351        1,070
Other assets
   Intangible assets, net         2,717            2,717        2,886
   Other                             85               12           -
                                 ------           ------       ------
     Total other assets           2,802            2,729        2,886
                                  -----            -----        -----
                               $ 19,462         $ 33,814      $ 9,269
                               ========          =======      =======

LIABILITIES AND STOCKHOLDERS'
  EQUITY
   Current liabilities
      Current maturities of
      long-term debt           $ 1,358          $   858       $ 1,151
   Accounts payable and
   accrued expenses              6,515            6,442         1,544
  Intercompany debt              6,390              -           3,352
                                ------           ------        ------
    Total current liabilities   14,263            7,300         6,047

<PAGE>

Long-term debt, less current
   maturities                    1,414              414         1,892
Deferred income taxes              286              286           200
Stockholders' equity
  Common stock, $.01 par 
  value, 10,000,000 shares
  authorized, 7,225,121 issued
  and outstanding                  -                 72           -
  Additional paid-in capital       298           25,742           -
  Divisional retained earnings   3,201              -           1,130
                                ------           ------        ------
                                 3,499           25,814         1,130
                                ------           ------        ------
                              $ 19,462         $ 33,814       $ 9,269
                              ========         ========       =======  

          See accompanying notes to condensed financial statements.

<PAGE>
                            BRASS EAGLE INC.


                  CONDENSED STATEMENTS OF OPERATIONS
            (In thousands except share and per share data)


                             Three Months Ended       Nine Months Ended
                                September 30,           September 30,
                              -----------------      ----------------
                              1996        1997        1996         1997 
                              ----        ----        ----         ----
                                 (unaudited)             (unaudited)

Net sales                   $  3,637    $  9,909    $  8,428    $ 21,814
Cost of sales                  2,534       6,645       5,859      14,639
                              ------      ------      ------     -------
Gross profit                   1,103       3,264       2,569       7,175

Operating expenses               611       1,665       1,732       3,638
Operating income                 492       1,599         837       3,537

Interest expense                  83          58         250         181
Income before income taxes       409       1,541         587       3,356

Provision for income taxes       157         590         225       1,285

Net income                   $   252    $    951     $   362    $  2,071
                             =======    ========     =======    ========

Net income per share                    $    .18                $    .39
Number of shares used to
  compute net income per
  share                                5,354,665               5,357,796

Pro forma statement of
  operations data (unaudited)

Pro forma net income                    $    979                $  2,175
                                        ========                 =======

Pro forma net income per share          $    .13                $    .28
                                        ========                =========

Pro forma number of shares used
  to compute pro forma net income
  per share                            7,652,824                7,655,955
                                       =========                =========

          See accompanying notes to condensed financial statements.

<PAGE>
                               BRASS EAGLE INC.


                     CONDENSED STATEMENTS OF CASH FLOWS
                                (In thousands)


                                     Three Months Ended     Nine Months Ended
                                        September 30,          September 30,
                                      -----------------     -----------------
                                         1996    1997         1996    1997 
                                         ----    ----         ----    ----
                                         (unaudited)           (unaudited)

Cash flows from operating
 activities
   Net income                         $   252   $  951       $  362   $  2,071
   Adjustments to reconcile
     net income to net cash
     from operating activities
       Deferred income taxes               22       65           97        (96)
       Depreciation and amortization      101      233          312        556
       Provision for doubtful accounts     -        -            32         -
       Stock option compensation
         expense                           -       298           -         298
       Changes in assets and
         liabilities
           Accounts receivable           (493)  (5,163)      (1,222)    (6,214)
           Inventories                    184   (1,687)        (354)    (2,962)
           Prepaid expenses and
             other assets                 (36)    (384)         (66)      (715)
           Accounts payable and
             accrued expenses             304    2,191        1,110      4,971
               Net cash provided by
                 (used in) operating
                  activities              334   (3,496)         271     (2,091)

Cash flows from investing 
  activities
    Purchases of property and
      equipment                            (5)    (197)        (120)      (668)
         Net cash used in                 -----   -----        -----      -----
          investing activities             (5)    (197)        (120)      (668)


Cash flows from financing activities
  Proceeds (payments) on long-term
    debt                                    -      -           (199)      (271)
  Net proceeds (payments) on 
   inter-company debt                    (329)   3,701           48      3,038
                                         -----   -----         -----     -----
      Net cash provided by (used
        in) financing activities         (329)   3,701         (151)     2,767
                                         -----   -----         -----     -----
<PAGE>                          

Net change in cash

Cash at beginning of period                -       -              -         -
                                        ------  ------         ------    -----
Cash at end of period                   $  -    $    8        $   -     $    8
                                        ======  ======         ======    =====

Supplemental disclosures of cash
  flow information
    Cash paid during the year
       Interest                         $  38   $  135       $  114     $  199



           See accompanying notes to condensed financial statements.
<PAGE>


                          BRASS EAGLE INC.

               Notes to Condensed Financial Statements
      (All information for the three months and nine months ended
                September 30, 1997 and 1996 is unaudited)




NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant  accounting policies  and practices  followed
by the Company are as follows:

Description of Business:   Brass Eagle Inc. (the "Company" or
"Brass Eagle")  is a leading  manufacturer of paintball  guns
and  other paintball  products and  was a  division of  Daisy
Manufacturing    Company,    Inc.   ("Daisy")    until    the
reorganization  described  below.    The  Company  sells  its
products through  both foreign  and  major national  domestic
retailers.    The  financial statements  have  been  prepared
using certain  estimates  and  allocations  (see  below)  and
include  only the  accounts  of  Brass Eagle,  the  paintball
division of Daisy.

Reorganization:   Concurrently with  the consummation of  the
initial public  offering (the  Offering) of  common stock  on
November   26,   1997,   Daisy      effected   a    corporate
reorganization (the  "Reorganization").   In preparation  for
the  Reorganization,   Brass  Eagle   Inc.,  a   wholly-owned
subsidiary of Daisy, was merged into Daisy which changed  its
name to Brass Eagle Inc.   On November 24,  1997, the Company
transferred  all   of  its   non-paintball  related   assets,
operations,  and liabilities to  a newly  created subsidiary,
Daisy  Manufacturing Company,  a Delaware  corporation  ("New
Daisy"),  retaining   only  its   paintball  related  assets,
operations, and  liabilities.   The Company  then distributed
all of the issued and outstanding  common stock of New  Daisy
to  the  Company's   existing  stockholders  in   a  spin-off
transaction  described  under Section  355  of  the  Internal
Revenue  Code of  1986,  as amended,  and  a majority  of the
Company's  common   and  preferred   shareholders  adopted  a
Restated Certificate  of  Incorporation  which,  among  other
things,   increased  the  authorized  capital  stock  of  the
Company to  10 million shares  of common stock and eliminated
the authorization for  shares of  preferred stock,  whereupon
the outstanding shares of the Company's preferred  stock were
canceled  without consideration.   New  Daisy has  agreed  to
indemnify and  hold harmless the  Company and its  directors,
<PAGE>

officers, employees,  and shareholders from  and against  all
liabilities  and  obligations  arising  with respect  to  the
Company's  non-paintball related  operations.    In addition,
the Company  has agreed  to indemnify and  hold harmless  New
Daisy   and   its   directors,   officers,   employees,   and
shareholders   from   and   against   all   liabilities   and
obligations  arising  with respect  to the  paintball related
operations.

Interim Results (unaudited):  The accompanying  balance sheet
at September  30, 1997 and  the statements  of operations and
cash  flows  for the  three-  and  nine-month  periods  ended
September 30,  1996 and 1997  are unaudited.   In the opinion
of management,  these statements  have been  prepared on  the
same basis  as the audited  financial statements and  include
all  adjustments,   consisting  of   only  normal   recurring
adjustments,  necessary  for  the fair  presentation  of  the
results of the interim  periods.  The data disclosed in these
notes to the  financial statements for those interim  periods
are also unaudited.   The results of operations for the nine-
month period  ended September  30, 1997  are not  necessarily
indicative  of the  results expected  for the  full  calendar
year.  Because all of the  disclosures required by  generally
accepted   accounting  principles  are  not  included,  these
interim statements  should be  read in  conjunction with  the
financial  statements  and  notes  thereto contained  in  the
Company's Registration Statement  on Form S-1 (File No.  333-
36179).

<PAGE>

NOTE  1   -  SUMMARY   OF  SIGNIFICANT  ACCOUNTING   POLICIES
(Continued)

Allocations  and  Use of  Estimates:   During the  three- and
nine-month periods ended September 30, 1996 and 1997  and the
year ended December 31, 1996, Brass Eagle  shared operational
and  administrative facilities  with  Daisy.   As  a  result,
certain  manufacturing, selling,  and administrative expenses
had to be allocated from Daisy  to Brass Eagle.   Allocations
were  based  on  various  activities  including  quantity  of
inventory produced,  quantity of  inventory received,  number
of  shipments, headcount,  and  estimates  of time  spent  on
Brass  Eagle's  paintball  related  operations.    Management
believes that  these allocations  are based  on a  reasonable
method.   Sales,  returns, material  cost, and  direct  labor
cost were  not allocated because  they could be  specifically
identified to Brass Eagle.

Management  must make estimates  and assumptions in preparing
financial  statements   that  affect  the  amounts   reported
therein  and  the  disclosures  provided.   These  estimates,
allocations, and  assumptions may  change in  the future  and
future results could differ.

Weighted Average  Common Shares  Outstanding:   As  discussed
above, the  Company completed a  reorganization prior to  the
initial  public   offering.     Accordingly,  the  historical
presentation of net income per common  share is based on  the
shares  outstanding  prior  to  the  offering,  the  weighted
average outstanding  stock options and  the number of  shares
to be issued in  the offering whose proceeds will be used  to
pay the divisional equity to Daisy as if all shares  had been
outstanding during all periods presented.

Pro Forma Information (unaudited):  The pro forma balance
sheet reflects adjustments to give effect as of September
30, 1997 to events occurring in November 1997 in conjunction
with the reorganization described above including (i)
recording the distribution of divisional equity;
(ii) receipt of the net proceeds of approximately $25.8
million from the Offering, net of underwriting discounts and
estimated offering expenses; (iii) payment of the
distribution of divisional equity from the proceeds of the
Offering; (iv) repayment of certain indebtedness outstanding
under Daisy's credit facility which has been specifically
allocated to the Company; (v) repayment of certain
intercompany indebtedness owed to Daisy; and (vi) providing
working capital and funding for other general corporate
purposes as if the Offering had occurred on September 30,
1997.

<PAGE>

Pro  forma  net   income  has  been  computed  by   adjusting
historical net income  for the three- and nine-month  periods
ended September 30, 1997 to give  effect to repayment of  the
$1.5 million term debt specifically allocated to  Brass Eagle
and  the elimination  of interest  expense, net of  tax, with
respect thereto,  as  if  the Offering  had  occurred at  the
beginning of each period presented.

<PAGE>

NOTE  1   -  SUMMARY   OF  SIGNIFICANT  ACCOUNTING   POLICIES
(Continued)

Pro  forma net income  per common and common equivalent share
(unaudited)  for  the  nine- month  and  three-month  periods
ended September 30, 1997,  have been computed by dividing pro
forma net  income by the  weighted average  number of  common
and common equivalent shares outstanding (using  the treasury
stock method  and the  initial public  offering price)  after
giving  retroactive effect to  (i) a change  in the number of
outstanding  shares effected by  the Reorganization and the
Offering  and (ii) common  stock options  issued during  the
twelve-month period preceding  the  Offering computed  under
the  treasury stock method.

NOTE 2 - INVENTORIES

Inventories consist of the following components (in thousands:  


                                             Pro Forma
                          September 30,    September 30,    December 31,
                              1997             1997             1996
                           -----------      -----------     -----------
                           (unaudited)      (unaudited)      

Finished Goods              $2,950             $2,950        $   437
Raw Materials                1,207              1,207            758
                            ------             ------         ------
                            $4,157             $4,157         $1,195
                            ======             ======         ======


NOTE 3 - SUBSEQUENT EVENTS

Initial Public Offering:  On  November 26, 1997,  the Company
completed its  initial public offering  of its common  stock.
In  connection   with  the   Offering,  the   Company  issued
2,275,000  shares  of stock  and  received  net  proceeds  of
approximately $22,323,250, net  of underwriting discounts and
offering expenses.    On December  3, 1997,  the Company sold
an additional 341,250 shares which had been reserved  for the
underwriting over-allotment  and  received  net  proceeds  of
$3,490,987, net of underwriting discounts.

Stock  Option and  Purchase Plans:   Stock Option  Plan:  The
Company has adopted  the 1997 Stock Option Plan which  became
effective  November  26,  1997.   The  Plan provides  for the
granting to  the Company's executive  officers and other  key
employees and consultants  of  incentive  stock  options  and 
non-qualified  stock options to purchase an aggregate  of  up
to 430,000 shares  of the  common stock.   163,350 and 15,520
options were granted under  the   Plan  on  November  26  and
December  1,  1997, respectively.
<PAGE>


NOTE 3 - SUBSEQUENT EVENTS (Continued)

Employee Stock  Purchase Plan:  The  Company has adopted  the
Employee  Stock Purchase  Plan  (the   Purchase Plan )  which
became effective  December 1, 1997.  The Purchase Plan covers
an  aggregate  of  70,000  shares  of  common  stock  and  is
intended  to  qualify as  an  employee  stock  purchase  plan
within the  meaning of  Section 423 of  the Internal  Revenue
Code.

Tax Allocation Agreement:  The  Company and New Daisy entered
into a Tax Allocation Agreement effective as of  November 24,
1997.  The  Tax Allocation Agreement provides generally  that
the  Company  and New  Daisy  shall  compute  their  separate
federal and  state tax  liabilities  as  if they  had  always
filed separate returns for each taxable  period.  The Company
and  New Daisy  have agreed to  reimburse each  other for any
reduction or increase in  tax obligation caused by the use of
tax attributes allocable to the other.

Administrative  Services  Agreement:    The Company  and  New
Daisy  entered  into  an  administrative  services  agreement
effective  as  of  November  24,  1997  (the  "Administrative
Agreement").  Pursuant  to the Administrative Agreement,  New
Daisy  will   provide  the   Company   with  certain   legal,
administrative,   warehousing,    shipping,   and    computer
information services  through December 31,  1998 for  $37,598
monthly.   Unless  terminated by  prior written  notice,  the
Administrative  Agreement  is automatically  renewed annually
for  three   years.      The  Administrative   Agreement   is
terminable,  in  whole  or  in  part,  without   penalty,  by
agreement of  the  parties  if such  services  are no  longer
required.      The   Company   anticipates  terminating   the
Administrative Agreement with respect  to all services except
legal and  computer  information services  prior to  December
31,  1998.   The  Company  believes  that  the  terms of  the
Administrative  Agreement are  no  less favorable  than those
that  could  have  been  obtained  from  disinterested  third
parties.

Retirement  Income  Plan:    The  Company  has  approved  the
establishment of the  Brass Eagle Retirement Income Plan  and
the spin-off  of the assets equal  to the  liabilities of the
Daisy Manufacturing  Company Retirement Plan attributable  to
Brass Eagle  employees to the  Brass Eagle Retirement  Income
Plan effective in 1998.   In addition,  the  Company's Board
of Directors  has authorized  the ceasing of benefit accruals
under  the  current  plan  as  of  the  end of the Plan  year
ending December 31, 1997.  All active Brass Eagle participants
shall be  considered fully vested  as of  December  31, 1997.
When the spin-off described above occurs  in 1998, the Brass
Eagle  Income  Retirement  Plan  will  be  fully funded  and,

<PAGE>

accordingly, Management does not expect  the curtailment  of
benefits  to  significantly  impact the  Company's financial
position or results of operations.

Post-Retirement   Other  Than  Pension:     The  Company  has
approved  the spin-off  of the  Retiree  Medical Plan  to New
Daisy.   Because no employees of  the Company  are eligible for
benefits under the  Retiree Medical Plan, the Company has  no
obligations thereunder.

<PAGE>
                             BRASS EAGLE INC.


PART I:  FINANCIAL INFORMATION

Item 2. -  Management's Discussion and Analysis of  Financial
           Condition and Results of Operations

Private  Securities   Litigation  Reform   Act  Safe   Harbor
Statement.    In  addition to  historical  information,  this
Management's   Discussion  and   Analysis   includes  certain
forward-looking  statements  regarding  events and  financial
trends  which  may  affect  the  Company's  future  operating
results and financial position.  Such statements  are subject
to risks  and uncertainties  that could  cause the  Company's
actual  results and financial  position to differ materially.
Factors that could  cause or contribute  to such  differences
include  those discussed  below.   These and  other risks and
uncertainties  related  to  the  business  are  described  in
detail in  the Company's Registration  Statement on  Form S-1
(File  No.  333-36179)  under  the  heading  "Risk  Factors"
as well as generally throughout the prospectus.  Readers are
cautioned  not to  place  undue reliance on  these  forward-
looking statements, which speak  only as of  the date hereof.
The  Company undertakes  no obligation  to publicly  release
the  result  of  any  revisions  to   these  forward-looking 
statements to  reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

General

Brass  Eagle Inc.  ("Brass  Eagle"  or the  "Company")  sells
paintball   guns  and   a  full   line  of  paintball-related
accessories, including paintballs, facemasks, and  refillable
CO2 cartridges.  Approximately 80% of the Company's sales are
to national and  regional mass merchandisers, such as  Kmart,
Wal*Mart,  and  Meijer and  major  sporting goods  retailers,
such  as  The  Sports Authority,  Dick's Sporting  Goods, and
Jumbo Sports.   Brass Eagle  products are currently the  only
paintball  products  sold  through  Kmart  and  Wal*Mart  and
through  most  major sporting  goods chains.   The  Company's
products  are also sold  through sporting goods distributors,
specialty distributors of  paintball products,  and paintball
specialty shops.

As  a  result  of the  corporate  reorganization  effected in
November  1997, the  Company separated  its paintball related
assets,  operations, and  liabilities from  its  nonpaintball
related  assets, operations,  and liabilities.   See  Notes 1
and 3 of the Notes to Financial Statements.

For the  year ended  December 31,  1996, and  the three-  and
nine-month  periods  ended  September 30,  1997, Brass  Eagle
<PAGE>

shared operational  and administrative facilities with  Daisy
Manufacturing Company, Inc. ("Daisy").  As a  result, certain
manufacturing, selling,  and administrative  expenses had  to
be allocated  from Daisy  to Brass Eagle.   Allocations  were
based on various  activities including quantity  of inventory
produced,   quantity  of   inventory   received,   number  of
shipments, headcount,  and estimates of  time spent on  Brass
Eagle's   paintball  related  operations.    Sales,  returns,
material  cost, and  direct  labor  cost were  not  allocated
because  they  could  be  specifically  identified  to  Brass
Eagle.   Management must  make estimates  and assumptions  in
preparing  financial  statements   that  affect  the  amounts
reported therein and  the disclosures provided.  The  Company
believes that all  allocations made were reasonable and  that
any errors  in the  historical allocations  would not  have a
material adverse  effect on  the Company  and its  prospects.
However,  there can  be no  assurance that  these  historical
allocations  reflect the  costs the Company will  incur as an
independent entity in the future.

<PAGE>

                         BRASS EAGLE INC.
       

Results of Operations

The  following  table   sets  forth  operations data as a
percentage of sales for the periods indicated.

                              Three Months Ended      Nine Months Ended
                                 September 30,           September 30,
                               -----------------       -----------------
                               1996         1997      1996          1997
                               ----         ----      ----          ----

Sales                         100.0%        100.0%    100.0%       100.0%
Cost of sales                  69.7%         67.1%     69.5%        67.1%
Gross margin                   30.3%         32.9%     30.5%        32.9%
Operating expenses             16.8%         16.8%     20.6%        16.7%
Operating income               13.5%         16.1%      9.9%        16.2%
Net income                      6.9%          9.6%      4.3%         9.5%


Three  Months Ended  September  30,  1997 Compared  to  Three Months
  Ended September 30, 1996

Sales.   Sales  increased by 175.0%  to $9.9  million for the
three  months  ended  September 30,  1997  compared  to  $3.6
million in  the three months ended  September 30,  1996.  The
increase in sales was  primarily due to higher unit volume of
all  products.  Domestic  sales increased  by 227.6%  to $9.5
million  (or  96.2%  of sales)  in  the  three  months  ended
September 30, 1997 from $2.9 million  (or 78.9% of sales)  in
the three  months ended  September 30,  1996.   International
sales decreased  by 51.8% to $373,000  (or 3.8%  of sales) in
the three months  ended September 30, 1997 from $774,000  (or
21.1%  of sales)  in  the three  months ended  September  30,
1996, principally  due to  the heavy initial stocking orders
of a new distributor in Europe in 1996.

Gross margin.  Gross  margin (gross profit as a percentage of
net  sales)  increased to  32.9% for  the three  months ended
September  30, 1997  compared to  30.3% for  the three months
ended September  30, 1996  principally due  to raw  materials
purchasing and manufacturing spending efficiencies.

Operating expenses.  Operating expenses increased by 178.2%
to $1.7 million in the three months ended September 30, 1997
compared to $611,000 in the three months ended September 30,
1996 due to selling and marketing expense increases and
compensation expense associated with options granted, and
remained consistent as a percentage of sales at
approximately 16.8% in both periods. 

<PAGE>

                        BRASS EAGLE INC.
           

Operating income.  Operating income increased by 225.2% to
$1.6 million in the three months ended September 30, 1997
compared to $492,000 in the three months ended September 30,
1996.  The increase was primarily due to higher unit sales
volume.

Interest expense.  The Company incurred interest expense of
$58,000 in the three months ended September 30, 1997
compared to $83,000 in the three months ended September 30,
1996.  The decrease was primarily due to the scheduled debt
payments reducing outstanding borrowings.

<PAGE>
                           BRASS EAGLE INC.
      

Results of Operations (Continued)

Income tax rate.  The Company's effective federal and state
income tax rate was 38.3% based upon tax expenses allocated
on a separate return basis in the three months ended
September 30, 1997 and 1996.

Nine Months Ended September 30, 1997 Compared to Nine Months
Ended September 30, 1996

Sales.  Sales increased by 159.5% to $21.8 million for the
first nine months of 1997 compared to $8.4 million in the
first nine months of 1996.  The increase in sales was
primarily due to higher unit volume of all products. 
Domestic sales increased by 187.1% to $20.1 million (or
92.2% of sales) in the first nine months of 1997 from $7.0
million (or 83.3% of sales) in the first nine months of
1996.  International sales increased by 21.4% to $1.7
million (or 7.8% of sales) in the first nine months of 1997
from $1.4 million (or 16.7% of sales) in the first nine
months of 1996, principally due to the addition of a new
distributor in Europe in 1996.

Gross margin.  Gross margin (gross profit as a percentage of
net sales) increased to 32.9% for the first nine months of
1997 compared to 30.5% for the first nine months of 1996
principally due to raw materials purchasing and
manufacturing spending efficiencies.

Operating expenses.  Operating expenses increased by 111.8%
to $3.6 million in the first nine months of 1997 compared to
$1.7 million in the first nine months of 1996 due to selling
and marketing expense increases and compensation expense
associated with options granted, but decreased as a
percentage of sales from 20.6% to 16.7%.  The decrease in
operating expenses as a percent of sales was primarily the
result of certain fixed expenses being allocated over an
increased sales base.

Operating income.  Operating income increased by 318.2% to
$3.5 million in the first nine months of 1997 compared to
$837,000 in the first nine months of 1996.  The increase was
primarily due to higher unit sales volume.

Interest expense.  The Company incurred interest expense of
$181,000 in the first nine months of 1997 compared to
$250,000 in the first nine months of 1996.  The decrease was
primarily due to the scheduled debt payments reducing
outstanding borrowings
<PAGE>

                          BRASS EAGLE INC.

          
Income tax rate.  The Company's effective federal and state
income tax rate was 38.3% based upon tax expenses allocated
on a separate return basis in the first nine months ended
September 30, 1997 and 1996.

<PAGE>

                           BRASS EAGLE INC.

        
Liquidity and Capital Resources

The Company requires capital to finance increases in
inventory and receivables resulting from the rapid growth of
its business.  During the past two years, the Company has
satisfied its operating cash needs through intercompany
borrowings from Daisy.

Net cash used in operating activities for the nine months
ended September 30, 1997 was $2.1 million, which consisted
primarily of net income of $2.1 million, depreciation and
amortization expense of $556,000, stock option compensation
expense of $298,000, less increases in accounts receivable
of $6.2 million and inventory of $3.0 million and an
increase in accounts payable and accrued expenses over
prepaid expenses of $4.3 million.

Net cash used in investing activities was $668,000 for the
nine months ended September 30, 1997, which consisted of
purchases of property, equipment, and other assets.  The
Company does not have any capital commitments for the next
12 months but expects to spend approximately $1.0 million
during that period for the following:  plant and facilities,
a distribution center, product development, and increased
production capacity.  The Company has upgraded its business
enterprise system to a version that is year 2000 compliant
and does not anticipate any significant cost to be incurred
related to year 2000 compliance issues.

Net cash provided by financing activities was $2.8 million
in the nine months ended September 30, 1997, which consisted
of a $271,000 reduction of long-term debt and a $3.0 million
reduction of the intercompany borrowings from Daisy.

As of September 30, 1997, the Company had existing debt
specifically allocated from the Daisy credit facility of
$1.5 million, which matures in January 1998 and bears
interest at LIBOR plus 2.5%, and an additional non-interest-
bearing term debt with a remaining face value of $1.4
million.  The $1.4 million term note was discounted at 8.4%
which was the Company's incremental borrowing rate as of
October 1, 1995, the date of inception of the note.  The
present value of the note outstanding at September 30, 1997
was $1.2 million.  The face value of the note is payable in
three installments of $650,000, $350,000, and $395,000, on
October 3, 1997, January 31, 1998, and October 3, 1998,
respectively.  The Daisy credit facility is secured by all
personal and intangible properties of Daisy and Brass Eagle. 

<PAGE>

                           BRASS EAGLE INC.
           

On November 7, 1997, Daisy notified the bank that as of
September 30, 1997, Daisy was in default of a loan covenant. 
On November 17, 1997, the bank waived the event of default. 
The bank will release its security interest in the personal
and intangible properties of Brass Eagle upon repayment of
the intercompany debt and the credit facility term loan
specifically allocated to Brass Eagle.  The non-interest-
bearing term debt is secured by certain of the Company's
assets.

At September 30, 1997, the Company had working capital of
$1.0 million, including a balance due to Daisy of $6.4
million of non-interest-bearing intercompany borrowings. 
Although the Company has contacted financial institutions
regarding a new credit facility, the Company has not entered
into any letter of intent or other agreements relating to
such facility.  The Company has paid the intercompany
borrowings from Daisy with the proceeds from the Offering.

<PAGE>

                         BRASS EAGLE INC.


Liquidity and Capital Resources (Continued)

The Company believes that funds generated from operations,
together with the net proceeds of the Offering and
borrowings under contemplated future credit facilities, will
be adequate to meet its anticipated cash requirements for at
least the next 18 months.  The Company may, when and if the
opportunity arises, acquire other businesses involved in
activities or having product lines that are compatible with
those of the Company or pursue the vertical integration of
production capabilities for one or more of the Company's
products which are currently purchased from third parties. 
The capital expenditures which would be associated with any
such activities that may occur in the future would be funded
with available proceeds from the Offering, borrowings under
contemplated future credit facilities, working capital or a
combination of such sources.     

<PAGE>

                        BRASS EAGLE INC.


PART II:  OTHER INFORMATION

Item 1.    Legal Proceedings.

As reported in the Company's Registration Statement on Form
S-1 (File No. 333-36179), the Company, Daisy and certain
other entities and individuals, including certain of the
Company's distributors, were named as defendants in an
action filed by Powerball, Inc., d/b/a TASO ( TASO ) in Los
Angeles County, California Superior Court, Central District
(Case  No. BC181097) on November 12, 1997, seeking
approximately $1.5 million in statutorily trebled damages
(based on compensatory damages of approximately $500,000),
$10.0 million in punitive damages, and temporary and
permanent injunctive relief.  TASO, which is one of the
Company's  distributors, alleged that the Company and the
other defendants engaged in unlawful secret and
discriminatory pricing practices  in violation of California
law.  Although the Company has not yet formally answered
this claim, based upon advice of  counsel, it believes that
the claim is without merit and that it will be resolved
without any material cost or material adverse effect on the
Company and its prospects.  

Item 2.  Changes in Securities and Use of Proceeds

(d)  Use of Proceeds Information:

Subsequent to the period covered by this report, the Company
effected an initial public offering (the "Offering") of its
Common Stock, par value $.01 per share, pursuant to a
Registration Statement on Form S-1 (File No. 333-36179) that
was declared effective by the Securities and Exchange
Commission on November 25, 1997.  The Offering commenced on
November 26, 1997.  The initial closing of the Offering
occurred on December 2, 1997 with respect to 2,275,000
shares of Common Stock offered by the Company.  A subsequent
closing occurred on December 8, 1997 with respect to an
additional 341,250 shares of common stock which had been
reserved for over-allotments.  The managing underwriters of
the Offering were McDonald and Company Securities, Inc. and
Dain Bosworth Incorporated.

The following table summarizes the number of shares of
common stock and aggregate offering price of the shares
registered for the account of the Company and the amount and
aggregate offering price sold through the date of this
report:
<PAGE>

                           BRASS EAGLE INC.

          
                      For the Account of the Company            
          ------------------------------------------------------
                        Aggregate
                     Offering Price                    Aggregate
           Amount       of Amount                   Offering Price of
         Registered    Registered     Amount Sold      Amount Sold
         ----------    ------------   -----------    ---------------

         2,616,250     $28,778,750     2,616,250      $28,778,750



Changes in Securities and Use of Proceeds (Continued)

The following table summarizes the gross proceeds to the
Company, the expenses incurred for the Company's account,
and the net proceeds to the Company in connection with the
issuance and distribution of common stock by the Company in
the Offering:

     Gross proceeds:                                      $28,778,750
                                                          -----------

     Underwriting discounts and commissions:                2,014,513
     Finders' fees:                                                 0
     Expenses paid to or for underwriters:                    100,000
     Other expenses:                                          850,000 (E)
                                                          -----------

     Total expenses:                                        2,964,513 (E)
                                                          -----------
     Net proceeds:                                        $25,814,237 (E)
                                                          ===========

---------------------               
(E)  Estimated


The following table summarizes the amounts of net Offering
proceeds to the Company used for the purposes listed,
through the date of this report:
                                                                  Amount
                                                                -----------
     Funding distribution of divisional equity to Daisy:        $10,341,538
     Construction of plant, building and facilities:                      0
     Purchase and installation of machinery and equipment:                0
     Purchases of real estate:                                            0
     Acquisition of other businesses:                                     0
     Repayment of indebtedness:                                   1,500,000
     Working capital:                                             1,272,699
     Temporary investments:                                      12,700,000

<PAGE>
                           BRASS EAGLE INC.

          
Item 4.   Submission  of Matters  to a  Vote of Security Holders

     During the period covered by this Report,  the following actions
  were taken by holders of securities of the Company:

          (A)  On  September  4,  1997,  a  majority  of  the
          holders  of  the outstanding  shares of  the equity
          securities  of  Daisy  Manufacturing  Company, Inc.
          ( Daisy ),  acting  informally  without a  meeting,
          approved  (i)  the  merger  of  its  wholly   owned
          subsidiary, Brass Eagle Inc., into Daisy, (ii)  the
          change  of Daisy's  name  to  Brass Eagle  Inc. and
          (iii)  the  formation of  a new  subsidiary of  the
          Company to  facilitate the  proposed reorganization
          the Company.

          (B)  On  November  20,  1997,  a  majority  of  the
          holders  of  the outstanding  shares of  the equity
          securities  of   the  Company,   acting  informally
          without  a  meeting, approved  the adoption  of the
          Company's  Restated  Certificate  of  Incorporation
          and  the adoption  of the  Company's Employee Stock
          Purchase Plan and 1997 Stock Option Plan.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits:


Exhibit
Number        Description of Document                               
------        -----------------------                               
3(i)          Restated Certificate of Incorporation dated
              November 20, 1997

3(ii)         By-Laws effective November 20, 1997

4             Specimen Common  Stock Certificate (Exhibit 4(1) to
              Registration Statement Registration No. 333-36179)

10(i)         Assignment, Assumption and Indemnification Agreement
              effective as of  November 24,  1997 between Brass 
              Eagle Inc.  and Daisy Manufacturing Company               

<PAGE>

                     BRASS EAGLE INC.


10(ii)        Employment Agreement between E. Lynn Scott and Brass
              Eagle Inc.  dated  as  of  September 15,  1997  (Exhibit
              10(ix) to Registration Statement, Registration No. 
              333-36179

10(iii)       1997 Stock Option Plan adopted November 20, 1997

10(iv)        Employee Stock Purchase Plan adopted November 20, 1997

10(v)         Indemnification Agreement between Marvin W. Griffin and
              Brass Eagle Inc. dated as of November 24, 1997

10(vi)        Indemnification Agreement between E. Lynn Scott and
              Brass Eagle Inc. dated as of November 24, 1997

10(vii)       Tax Allocation Agreement between Brass Eagle Inc. and
              Daisy Manufacturing Company dated November 24, 1997

10(viii)      Administrative  Agreement  between Brass  Eagle  Inc.
              and Daisy Manufacturing Company effective 
              November 24, 1997

11(i)         Statement of Computation of Earnings Per Share

27(i)         Financial Data Schedule of Earnings Per Share

---------------------
(b)  Reports on Form 8-K:

There were  no reports filed on  Form 8-K during the  quarter ended 
September 30, 1997.

<PAGE>


                        BRASS EAGLE INC.

          
           

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.

                                                            
                                            BRASS EAGLE INC.



                                                            
                                            By:  /s/ J.R. Brian Hanna
                                               _______________________
                                                            
                                               J.R. Brian Hanna
                                               Vice President-Finance and
                                               Chief Financial Officer and
                                               Treasurer 
                                               (on behalf of the Registrant 
                                                and as the Registrant's
                                                Principal Financial and 
                                                Accounting Officer)
<PAGE>

                          BRASS EAGLE INC.


                           EXHIBIT INDEX
                           -------------


Number        Description of Document                               
------        -----------------------                               
3(i)          Restated Certificate of Incorporation dated
              November 20, 1997

3(ii)         By-Laws effective November 20, 1997

4             Specimen Common  Stock Certificate (Exhibit 4(1) to
              Registration Statement Registration No. 333-36179)

10(i)         Assignment, Assumption and Indemnification Agreement
              effective as of  November 24,  1997 between Brass 
              Eagle Inc.  and Daisy Manufacturing Company               

10(ii)        Employment Agreement between E. Lynn Scott and Brass
              Eagle Inc.  dated  as  of  September 15,  1997  (Exhibit
              10(ix) to Registration Statement, Registration No. 
              333-36179

10(iii)       1997 Stock Option Plan adopted November 20, 1997

10(iv)        Employee Stock Purchase Plan adopted November 20, 1997

10(v)         Indemnification Agreement between Marvin W. Griffin and
              Brass Eagle Inc. dated as of November 24, 1997

10(vi)        Indemnification Agreement between E. Lynn Scott and
              Brass Eagle Inc. dated as of November 24, 1997

10(vii)       Tax Allocation Agreement between Brass Eagle Inc. and
              Daisy Manufacturing Company dated November 24, 1997

10(viii)      Administrative  Agreement  between Brass  Eagle  Inc.
              and Daisy Manufacturing Company effective 
              November 24, 1997

11(i)         Statement of Computation of Earnings Per Share

27(i)         Financial Data Schedule of Earnings Per Share

<PAGE>
                                                         Exhibit 3(i)


                      RESTATED CERTIFICATE 
                               OF
                          INCORPORATION

         Brass  Eagle  Inc.,  a  corporation  organized  and
    existing  under  the laws  of  the  State  of  Delaware,
    appearing herein  by its  undersigned President,  hereby
    certifies as follows:

         1.   The  name of  the Corporation  is Brass  Eagle
    Inc.  The  Corporation was originally incorporated under
    the  name  Daisy Manufacturing  Company,  Inc., and  the
    original  Certificate of  Incorporation  was  filed with
    the Secretary of State  of the State of Delaware on July
    22, 1983.

         2.   Pursuant to Sections  228, 242 and 245 of  the
    General Corporation Law  of the State of Delaware,  this
    Restated  Certificate  of  Incorporation  restates   and
    integrates  and  further amends  the  provisions  of the
    Certificate  of Incorporation of the Corporation and was
    duly adopted  by the  directors of  the Corporation  and
    approved  by  a majority  of  the  shareholders  of  the
    Corporation  in accordance  with Section  228(a) of  The
    General Corporation Law of the State of Delaware.

         3.   The   text  of  the  Restated  Certificate  of
    Incorporation as heretofore amended  or supplemented  is
    hereby  restated and  further  amended  to read  in  its
    entirety as follows:

         ARTICLE FIRST: The name of the Corporation is: 

                             Brass Eagle Inc.

         ARTICLE  SECOND:  The  address  of  its  registered
    office in  the State  of Delaware  is Corporation  Trust
    Center, 1209 Orange  Street, in the City of  Wilmington,
    County of New Castle.   The name of its registered agent
    at such address is the Corporation Trust Company.

         ARTICLE  THIRD:  The  nature  of  the  business  or
    purposes to be conducted or promoted is:

         To engage  in any lawful  act or activity for which
    corporations  may   be  organized   under  the   General
    Corporation Law of Delaware.

         ARTICLE FOURTH:     (A)    The  authorized  capital
    stock  of the  Corporation shall  consist of  10,000,000
    shares of Common Stock, par value of $0.01 per share.

<PAGE>

                             (B)        Shares    of     the
    Corporation's Nonvoting  Preferred Stock,  par value  of
    $1.00  per share,  authorized and  outstanding prior  to
    the  effective  time  of  this  Restated  Certificate of
    Incorporation    are     hereby    cancelled     without
    consideration as of the effective time of  this Restated
    Certificate of Incorporation.

         ARTICLE FIFTH:  The  holders  of the  Common  Stock
    shall have  no preemptive  rights to  subscribe for  any
    shares of any class of  stock of the Corporation whether
    now or hereafter authorized.  

         ARTICLE  SIXTH:   (A)  The   number  of   Directors
    constituting the  entire Board  shall be  not less  than
    three nor  more than nine as  fixed from time to time by
    vote  of  a majority  of  the  entire  Board,  provided,
    however,  that the  number  of  Directors shall  not  be
    reduced  so as  to shorten the  term of  any Director at
    the  time in  office,  and  provided further,  that  the
    number  of Directors constituting the entire Board shall
    be  five  until otherwise  fixed  by a  majority of  the
    entire Board. Directors shall hold office from  the time
    of their  election until the  ensuing annual meeting  of
    stockholders or until their  successors are elected  and
    qualified.   Directors need not  be stockholders of  the
    Corporation.

                           (B)  Notwithstanding  any   other
    provisions    of    this   Restated    Certificate    of
    Incorporation  or the  By-laws of  the Corporation,  any
    director  or  the  entire  Board  of  Directors  of  the
    Corporation may be  removed at  any time,  but only  for
    cause and  only by the  affirmative vote  of a  majority
    the holders of  the outstanding shares of capital  stock
    of the  Corporation entitled  to vote  generally in  the
    election of Directors  (considered for  this purpose  as
    one class) cast at a  meeting of the Stockholders called
    for that purpose.  

         ARTICLE  SEVENTH:    The  Corporation  is  to  have
    perpetual existence.

         ARTICLE   EIGHTH:  In   furtherance  and   not   in
    limitation  of  the powers  conferred  by  statute,  the
    Board  of  Directors  of  the  Corporation  is expressly
    authorized to make, alter or repeal  the By-laws of  the
    Corporation.

         ARTICLE NINTH: Elections  of Directors need not  be
    by written ballot unless the By-laws of  the Corporation
    shall so provide.

<PAGE>

         ARTICLE TENTH:  Meetings  of  Stockholders  may  be
    held  within or without  the State  of Delaware,  as the
    By-laws may provide.   The books of the Corporation  may
    be  kept (subject  to  any  provision contained  in  the
    statutes) outside  the State of  Delaware at such  place
    or places  as may be designated from time to time by the
    Board   of  Directors   or  in   the  By-laws   of   the
    Corporation.  

         ARTICLE  ELEVENTH:  The  Corporation  reserves  the
    right to  amend, alter, change  or repeal any  provision
    contained    in    this    Restated    Certificate    of
    Incorporation,  in   the   manner   now   or   hereafter
    prescribed by  statute,  and all  rights conferred  upon
    Stockholders  herein   are  granted   subject  to   this
    reservation. 

         ARTICLE  TWELFTH:  A  Director  of the  Corporation
    shall not  be personally  liable to  the Corporation  or
    its  Stockholders  for monetary  damages  for  breach of
    fiduciary duty as a Director, except to the  extent such
    exemption from  liability or  limitation thereof is  not
    permitted  under  the  General  Corporation  Law of  the
    State of  Delaware as the  same exists  or may hereafter
    by  amended.   If  the General  Corporation  Law  of the
    State of  Delaware is amended  after the effective  date
    of  this   Restated  Certificate   of  Incorporation  to
    authorize   corporate  action   further  eliminating  or
    limiting the personal  liability of Directors, then  the
    liability  of a  Director of  the Corporation  shall  be
    eliminated or  limited to  the fullest extent  permitted
    by  the  General   Corporation  Law  of  the  State   of
    Delaware, as so  amended.   Any amendment,  modification
    or repeal  of the foregoing  provisions of this  ARTICLE
    TWELFTH  shall   not  adversely  affect   any  right  or
    protection of  a Director  of the Corporation  hereunder
    in respect  of any  act or  omission occurring  prior to
    the time of such amendment, modification or repeal.     


         IN WITNESS  WHEREOF, this  Restated Certificate  of
    Incorporation  has  been  signed by  its  Secretary this
    20th day of November, 1997.

                             BRASS EAGLE INC.    
           

                             By: /s/ J.D. Flynn
                                   John D. Flynn
                                   Secretary

<PAGE>

                                                           Exhibit 3(ii)

                         BRASS EAGLE INC.
                              *****
                         FORM OF BY-LAWS
                            * * * * *

                            ARTICLE I
                             OFFICES

          Section 1.  The registered office shall  be in the
     City  of Wilmington,  County  of New  Castle, State  of
     Delaware.

          Section 2. The corporation  may also have  offices
     at such other places both within and without  the State
     of  Delaware as the Board of Directors may from time to
     time determine  or the business of  the corporation may
     require.

                            ARTICLE II
                     MEETINGS OF STOCKHOLDERS

          Section l.  All meetings  of the  stockholders for
     the  election of directors shall be  held at such place
     as  may be  fixed from  time to  time  by the  Board of
     Directors,  or at  such  other place  either within  or
     without the  State of  Delaware as shall  be designated
     from  time to time by the Board of Directors and stated
     in the notice of  the meeting. Meetings of stockholders
     for  any other  purpose may  be held  at such  time and
     place,  within or  without  the State  of Delaware,  as
     shall be  stated in the notice  of the meeting or  in a
     duly executed waiver of notice thereof.

          Section  2.  Annual   meetings  of   stockholders,
     commencing with  the year 1998,  shall be held  on such
     date  in the months of April through June, at such time
     and place, within or without the States of Delaware and
     Arkansas, as shall be  designated from time to time  by
     the Board of Directors  as stated in the Notice  of the
     Meeting, at which they shall elect  by a plurality vote
     a Board of Directors,  and transact such other business
     as may be properly brought before the meeting.

          Section 3.  Written notice of  the annual  meeting
     stating the place, date and  hour of the meeting  shall
     be given  to each stockholder entitled to  vote at such
     meeting not less than  10 nor more than 60  days before
     the date of the meeting.

          Section 4. The officer who has charge of the stock
     ledger of  the corporation  shall prepare and  make, at
     least ten days before  every meeting of stockholders, a
<PAGE>
     complete list  of the stockholders entitled  to vote at
     the  meeting,  arranged   in  alphabetical  order,  and
     showing the address of  each stockholder and the number
     of shares  registered in the name  of each stockholder.
     Such  list shall  be  open to  the  examination of  any
     stockholder, for  any purpose  germane to the  meeting,
     during  ordinary business  hours,  for a  period of  at
     least  ten days prior to the meeting, either at a place
     within  the city where the meeting is to be held, which
     place shall be specified in the notice of the  meeting,
     or, if not so specified, at the place where the meeting
     is to be held. The list shall also be produced and kept
     at the time and  place of the meeting during  the whole
     time thereof,  and may be inspected  by any stockholder
     who is present.

          Section 5.  Special meetings of  the stockholders,
     for  any   purpose   or  purposes,   unless   otherwise
     prescribed  by  statute   or  by  the  certificate   of
     incorporation, may be called by the President and shall
     be called by the President  or Secretary at the request
     in  writing of a majority of the Board of Directors, or
     at  the request  in  writing of  stockholders owning  a
     majority in amount  of the entire capital stock  of the
     corporation  issued and  outstanding  and  entitled  to
     vote. Such request shall  state the purpose or purposes
     of the proposed meeting.

          Section  6. Written  notice of  a special  meeting
     stating the place, date and hour of the meeting and the
     purpose or  purposes for  which the meeting  is called,
     shall be given not  less than 10 nor more than  60 days
     before  the date  of the  meeting, to  each stockholder
     entitled to vote at such meeting.

          Section  7.  Business  transacted  at  any special
     meeting  of  stockholders  shall  be  limited  to   the
     purposes stated in the notice.

          Section 8. The holders of a  majority of the stock
     issued and  outstanding and  entitled to vote  thereat,
     present  in  person  or  represented  by  proxy,  shall
     constitute a quorum at all meetings of the stockholders
     for  the transaction  of  business except  as otherwise
     provided   by  statute   or  by   the  certificate   of
     incorporation.  If, however,  such quorum shall  not be
     present   or   represented  at   any  meeting   of  the
     stockholders,   the   stockholders  entitled   to  vote
     thereat, present  in  person or  represented by  proxy,
     shall have  power to adjourn  the meeting from  time to
     time,  without notice  other  than announcement  at the
     meeting,   until  a   quorum   shall   be  present   or
<PAGE>
     represented.  At  such  adjourned meeting  at  which  a
     quorum shall be present or represented any business may
     be transacted  which might have been  transacted at the
     meeting as originally  notified. If the  adjournment is
     for more  than thirty days,  or if after  adjournment a
     new record date  is fixed for the adjourned  meeting, a
     notice of the  adjourned meeting shall be given to each
     stockholder of record entitled to vote at the meeting.

          Section  9.  When  a  quorum  is  present  at  any
     meeting, the vote of  the holders of a majority  of the
     stock  having  voting   power  present  in  person   or
     represented by  proxy shall decide any question brought
     before such  meeting, unless  the question is  one upon
     which, by express  provision of the statutes or  of the
     certificate  of  incorporation,  a  different  vote  is
     required  in which  case such  express provision  shall
     govern and control the decision of such question.

          Section  10.  Unless  otherwise  provided  in  the
     certificate of incorporation each stockholder  shall at
     every meeting  of the  stockholders be entitled  to one
     vote  in person  or  by proxy  for  each share  of  the
     capital  stock   having  voting  power  held   by  such
     stockholder, but no proxy shall be voted on after three
     years from  its date, unless  the proxy provides  for a
     longer period.

          Section  11.  Unless  otherwise  provided  in  the
     certificate of incorporation, any action required to be
     taken at any annual  or special meeting of stockholders
     of the corporation, or any action which may be taken at
     any annual or special meeting of such stockholders, may
     be taken  without a  meeting, without prior  notice and
     without a vote, if a  consent in writing, setting forth
     the  action so taken, shall be signed by the holders of
     outstanding  stock having  not  less than  the  minimum
     number of votes that would be necessary to authorize or
     take  such action  at  a meeting  at  which all  shares
     entitled to vote thereon were present and voted. Prompt
     notice of the taking of the corporate action  without a
     meeting by less than unanimous written consent shall be
     given to  those stockholders who have  not consented in
     writing.

                           ARTICLE III

                             DIRECTORS

          Section  1. The  number of  Directors which  shall
     constitute the whole Board shall be not less than three
     (3)  nor  more than  nine  (9). The  first  Board shall
<PAGE>
     consist of five (5)  Directors.  Thereafter, within the
     limits above  specified, the number  of Directors shall
     be determined  by resolution of the  Board of Directors
     or   by  the   stockholders  at  the   annual  meeting.
     Directors need not be stockholders.

          Section   2.   Vacancies    and   newly    created
     Directorships  resulting  from   any  increase  in  the
     authorized  number  of Directors  may  be  filled by  a
     majority of  the Directors then in  office, though less
     than a quorum, or by a sole remaining Director, and the
     Directors so  chosen shall  hold office until  the next
     annual  election and  until their  successors  are duly
     elected  and  qualified,  unless sooner  displaced.  If
     there are no  Directors in office, then an  election of
     Directors  may  be  held  in  the  manner  provided  by
     statute.  If, at the time of filling any vacancy or any
     newly  created  Directorship,  the  Directors  then  in
     office  shall constitute  less than  a majority  of the
     whole Board  (as constituted  immediately prior to  any
     such  increase),  the  Court  of  Chancery   may,  upon
     application  of any stockholder or stockholders holding
     at  least ten percent of the total number of the shares
     at the time outstanding   having  the   right  to  vote
     for  such Directors, summarily  order  an  election  to
     be  held to fill any such  vacancies  or  newly created
     directorships, or  to replace  the Directors  chosen by
     the Directors then in office.

          Section 3.  The business of the  corporation shall
     be  managed by or under  the direction of  its Board of
     Directors  which may  exercise all  such powers  of the
     corporation  and do all such  lawful acts and things as
     are   not  by   statute  or   by  the   certificate  of
     incorporation or by these  by-laws directed or required
     to be exercised or done by the stockholders.

                MEETINGS OF THE BOARD OF DIRECTORS

          Section  4.   The  Board   of  Directors  of   the
     corporation   may  hold  meetings,   both  regular  and
     special,  either   within  or  without  the   State  of
     Delaware.

          Section 5. The first meeting of each newly elected
     Board of Directors shall be held at such time and place
     as  shall be fixed by  the vote of  the stockholders at
     the annual meeting and no notice  of such meeting shall
     be necessary  to the  newly elected Directors  in order
     legally to  constitute the meeting,  provided a  quorum
     shall  be present. In the  event of the  failure of the
<PAGE>
     stockholders  to fix  the time or  place of  such first
     meeting of  the newly elected Board of Directors, or in
     the  event such  meeting is  not held  at the  time and
     place so fixed by the stockholders,  the meeting may be
     held at such time and place as shall  be specified in a
     notice  given  as  hereinafter  provided   for  special
     meetings  of the  Board of  Directors, or  as  shall be
     specified  in a  written waiver  signed by  all of  the
     Directors.

          Section  6.  Regular  meetings  of  the  Board  of
     Directors may be  held without notice at  such time and
     at  such place as shall from time to time be determined
     by the Board.

          Section 7.  Special meetings  of the Board  may be
     called  by the President on two (2) days notice to each
     director, either personally or  by mail or by facsimile
     communication; special meetings shall be  called by the
     President  or  Secretary in  like  manner  and on  like
     notice on  the written request of  two Directors unless
     the Board consists of only one  Director, in which case
     special meetings  shall be  called by the  President or
     Secretary  in like  manner and  on  like notice  on the
     written request of the sole Director.

          Section  8.  At  all  meetings  of  the  Board,  a
     majority of the elected Board shall constitute a quorum
     for  the  transaction  of business  and  the  act  of a
     majority  of the  Directors present  at any  meeting at
     which there is  a quorum shall be the act  of the Board
     of Directors, except  as may be  otherwise specifically
     provided   by   statute  or   by  the   certificate  of
     incorporation. If a  quorum shall not be present at any
     meeting of the Board of Directors the Directors present
     thereat  may adjourn  the  meeting from  time to  time,
     without notice other than announcement at the  meeting,
     until a quorum shall be present.

          Section  9. Unless  otherwise  restricted  by  the
     certificate  of  incorporation  or these  by-laws,  any
     action required or permitted to be taken at any meeting
     of  the Board of Directors  or of any committee thereof
     may be taken without  a meeting, if all members  of the
     Board or committee, as the case may be, consent thereto
     in writing, and the writing or writings are filed  with
     the minutes of proceedings of the Board or committee.

          Section  10.  Unless otherwise  restricted  by the
     certificate of incorporation  or these by-laws, members
     of the Board of  Directors, or any committee designated
     by the Board of Directors, may participate in a meeting
<PAGE>
     of the  Board of Directors, or any  committee, by means
     of  conference  telephone  or   similar  communications
     equipment by  means of which all  persons participating
     in  the   meeting  can   hear  each  other,   and  such
     participation in a meeting shall constitute presence in
     person at the meeting.

                     COMMITTEES OF DIRECTORS

          Section 11.  The Board of Directors  may designate
     one or  more committees,  each committee to  consist of
     one or  more of the  Directors of the  corporation. The
     Board may designate one  or more Directors as alternate
     members of any committee, who may replace any absent or
     disqualified member at any meeting of the committee.

          Any such committee, to  the extent provided in the
     resolution of  the Board  of Directors, shall  have and
     may exercise all the powers and authority of the  Board
     of  Directors in  the  management of  the business  and
     affairs of the corporation,  and may authorize the seal
     of the corporation  to be affixed  to all papers  which
     may require  it; but no  such committee shall  have the
     power  or  authority  in  reference  to  the  following
     matters:  (i) approving or adopting, or recommending to
     the  stockholders,  any   action  or  matter  expressly
     required by the General  Corporation Law of Delaware to
     be  submitted  to  stockholders  for  approval or  (ii)
     adopting,  amending  or  repealing any  by-law  of  the
     corporation.  Such committee  or committees  shall have
     such  name or names as  may be determined  from time to
     time by resolution adopted by the Board of Directors.

          Section  12. Each  committee  shall  keep  regular
     minutes  of its  meetings and  report the  same to  the
     Board of Directors when required.

                    COMPENSATION OF DIRECTORS

          Section  13.  Unless otherwise  restricted  by the
     certificate or  these By-laws,  the Board of  Directors
     shall  have the  authority to  fix the  compensation of
     Directors. The Directors may be paid their expenses, if
     any,  of attendance  at each  meeting of  the Board  of
     Directors and may be paid a fixed sum for attendance at
     each meeting  of the  Board  of Directors  or a  stated
     salary as Director. No  such payment shall preclude any
     Director  from  serving  the corporation  in  any other
     capacity and receiving  compensation therefor.  Members
     of special  or standing committees may  be allowed like
     compensation for attending committee meetings.
<PAGE>
                       REMOVAL OF DIRECTORS

          Section 14.  Unless  otherwise restricted  by  the
     certificate of incorporation  or By-laws, any  director
     or the  entire Board of  Directors may be  removed, but
     only for cause, by the holders of  a majority of shares
     entitled to vote at an election of Directors.

                            ARTICLE IV

                             NOTICES

          Section 1. Whenever, under  the provisions of  the
     statutes or  of the certificate of  incorporation or of
     these  By-laws, notice is  required to be  given to any
     Director or  stockholder, it shall not  be construed to
     mean personal notice,  but such notice may  be given in
     writing,   by  mail,  addressed  to  such  director  or
     stockholder,  at  his  address  as it  appears  on  the
     records  of  the   corporation,  with  postage  thereon
     prepaid, and such notice shall be deemed to be given at
     the time when the same shall be deposited in the United
     States  mail. Notice to Directors may  also be given by
     facsimile telecommunication.

          Section 2.  Whenever any notice is  required to be
     given  under the provisions  of the statutes  or of the
     certificate of  incorporation  or of  these by-laws,  a
     waiver  thereof in  writing,  signed by  the person  or
     persons  entitled to  said  notice, whether  before  or
     after  the   time  stated  therein,  shall   be  deemed
     equivalent thereto.

                            ARTICLE V 

                             OFFICERS

          Section 1.  The officers of the  corporation shall
     be  chosen by  the Board  of Directors  and shall  be a
     President,   a  Vice-President,   a  Secretary   and  a
     Treasurer.  The Board  of  Directors  may  also  choose
     additional  Vice-Presidents, and one  or more Assistant
     Secretaries and  Assistant Treasurers.   Any  number of
     offices  may be  held by  the same  person, unless  the
     certificate of incorporation or these by-laws otherwise
     provide.

          Section  2. The  Board of  Directors at  its first
     meeting after each annual meeting of stockholders shall
     choose  a President,  one  or  more Vice-Presidents,  a
     Secretary and a Treasurer.
<PAGE>
          Section 3. The Board of Directors may appoint such
     other officers  and agents  as it shall  deem necessary
     who shall hold  their offices for such  terms and shall
     exercise such powders and  perform such duties as shall
     be determined from time to time by the Board.

          Section 4. The salaries of all officers and agents
     of  the corporation  shall  be fixed  by  the Board  of
     Directors.

          Section 5. The  officers of the  corporation shall
     hold  office  until  their  successors are  chosen  and
     qualified.   Any  officer elected  or appointed  by the
     Board  of Directors may be  removed at any  time by the
     affirmative  vote  of  a   majority  of  the  Board  of
     Directors. Any  vacancy occurring in any  office of the
     corporation shall be filled by the Board of Directors.

                          THE PRESIDENT

          Section  6.  The  President  shall  be  the  chief
     executive officer of the  corporation, shall preside at
     all  meetings  of the  stockholders  and  the Board  of
     Directors, shall have general  and active management of
     the business of  the corporation and shall see that all
     orders and  resolutions of  the Board of  Directors are
     carried into effect.

          Section  7.  The  President shall  execute  bonds,
     mortgages and  other instruments under the  seal of the
     corporation, except where required  or permitted by law
     to be  otherwise signed  and executed and  except where
     the signing and  execution thereof  shall be  expressly
     delegated  by  the Board  of  Directors  to some  other
     officer or agent of the corporation.
<PAGE>
                       THE VICE-PRESIDENTS

          Section 8. In  the absence of the  President or in
     the  event  of his  inability  or refusal  to  act, the
     Vice-President (or in the event there be more  than one
     Vice-President,  the  Vice-Presidents   in  the   order
     designated  by the Directors, or  in the absence of any
     designation, then in the order of their election) shall
     perform  the  duties  of  the President,  and  when  so
     acting,  shall have all the powers of and be subject to
     all   the   restrictions   upon  the   President.   The
     Vice-Presidents shall  perform  such other  duties  and
     have such other  powers as the  Board of Directors  may
     from time to time prescribe.

              THE SECRETARY AND ASSISTANT SECRETARY

          Section 9. The Secretary shall attend all meetings
     of  the  Board of  Directors  and all  meetings  of the
     stockholders  and  record  all the  proceedings  of the
     meetings  of  the  corporation  and  of  the  Board  of
     Directors in a  book to  be kept for  that purpose  and
     shall perform  like duties for  the standing committees
     when required. The Secretary shall give, or cause to be
     given, notice  of all meetings of  the stockholders and
     special meetings  of the Board of  Directors, and shall
     perform such other duties as  may be prescribed by  the
     Board   of  Directors   or   President,   under   whose
     supervision  he  shall  be. The  Secretary  shall  have
     custody of  the corporate  seal of the  corporation and
     he, or an Assistant  Secretary, shall have authority to
     affix the same to any instrument requiring it  and when
     so affixed, it may  be attested by his signature  or by
     the signature of such Assistant Secretary. The Board of
     Directors  may  give  general  authority  to any  other
     officer  to affix the  seal of  the corporation  and to
     attest the affixing by such officer's signature.

          Section 10. The  Assistant Secretary, or  if there
     be  more than  one,  the Assistant  Secretaries in  the
     order determined by the Board of Directors (or if there
     be  no such determination,  then in the  order of their
     election) shall, in  the absence of the Secretary or in
     the event of  his inability or refusal  to act, perform
     the duties and exercise the powers of the Secretary and
     shall  perform such  other duties  and have  such other
     powers  as the Board of Directors may from time to time
     prescribe. 
<PAGE>

              THE TREASURER AND ASSISTANT TREASURERS

          Section 11.  The Treasurer shall have  the custody
     of the  corporate funds  and securities and  shall keep
     full   and   accurate    accounts   of   receipts   and
     disbursements in books belonging to the corporation and
     shall deposit all moneys  and other valuable effects in
     the name and to  the credit of the corporation  in such
     depositories  as  may be  designated  by  the Board  of
     Directors.

          Section  12.   The  Treasurer  shall  disburse the
     funds of the corporation as may be ordered by the Board
     of   Directors,  taking   proper   vouchers  for   such
     disbursements, and  shall render  to the  President and
     the  Board of  Directors, at  its regular  meetings, or
     when the Board of Directors  so requires, an account of
     all his transactions as  Treasurer and of the financial
     condition of the corporation.

          Section 13. If required by the Board of Directors,
     the Treasurer shall give  the corporation a bond (which
     shall  be renewed every six years) in such sum and with
     such surety or sureties as shall be satisfactory to the
     Board of Directors for  the faithful performance of the
     duties  of his office   and for the  restoration to the
     corporation,   in  case  of   his  death,  resignation,
     retirement  or  removal  from  office,  of  all  books,
     papers, vouchers, money and  other property of whatever
     kind in  his possession or under  his control belonging
     to the corporation.

          Section 14. The  Assistant Treasurer, or if  there
     shall be more than one, the Assistant Treasurers in the
     order determined by the Board of Directors (or if there
     be  no such determination,  then in the  order of their
     election) shall, in the absence of the Treasurer or  in
     the event of his  inability or refusal to act,  perform
     the duties and exercise the powers of the Treasurer and
     shall  perform such  other duties  and have  such other
     powers  as the Board of Directors may from time to time
     prescribe.

                            ARTICLE VI

                     CERTIFICATES FOR SHARES

          Section 1. The shares  of the corporation shall be
     represented    by   a    certificate   or    shall   be
     uncertificated. Certificates shall be  signed by, or in
     the  name  of  the  corporation  by,  the  Chairman  or
     Vice-Chairman  of  the  Board   of  Directors,  or  the
<PAGE>
     President or a Vice-President,  and by the Treasurer or
     an  Assistant   Treasurer,  or  the   Secretary  or  an
     Assistant Secretary of the corporation.

          Section  2. Any  of  or all  the  signatures on  a
     certificate  may  be  facsimile. In  case  any officer,
     transfer  agent or  registrar who  has signed  or whose
     facsimile signature has been  placed upon a certificate
     shall have ceased to be such officer, transfer agent or
     registrar before such certificate  is issued, it may be
     issued by the corporation with the same effect as if he
     were agent or registrar at the date of issue.

                        LOST CERTIFICATES

          Section 3. The Board of Directors may direct a new
     certificate or certificates or uncertificated shares to
     be issued  in place of any  certificate or certificates
     theretofore issued by  the corporation alleged to  have
     been lost, stolen or  destroyed, upon the making of  an
     affidavit  of  that fact  by  the  person claiming  the
     certificate of  stock to be lost,  stolen or destroyed.
     When  authorizing such  issue of  a new  certificate or
     certificates or  uncertificated  shares, the  Board  of
     Directors  may, in  its discretion  and as  a condition
     precedent to the issuance thereof, require the owner of
     such  lost,   stolen   or  destroyed   certificate   or
     certificates, or his legal representative, to advertise
     the same in such  manner as it shall require  and/or to
     give  the  corporation a  bond in  such  sum as  it may
     direct as indemnity against any claim  that may be made
     against the corporation with respect to the certificate
     alleged to have been lost, stolen or destroyed.
<PAGE>
                        TRANSFER OF STOCK

          Section 4.  Upon surrender  to the  corporation or
     the transfer agent of  the corporation of a certificate
     for  shares  duly  endorsed  or accompanied  by  proper
     evidence of  succession,  assignation or  authority  to
     transfer, it shall  be the duty  of the corporation  to
     issue a new certificate to the person entitled thereto,
     and record the transaction upon its books. Upon receipt
     of  proper  transfer instructions  from  the registered
     owner  of  uncertificated  shares  such  uncertificated
     shares shall be canceled and issuance of new equivalent
     uncertificated shares or  certificated shares shall  be
     made to the person entitled thereto and the transaction
     shall be recorded upon the books of the corporation.

                        FIXING RECORD DATE

          Section  5.  In  order  that the  corporation  may
     determine the stockholders entitled  to notice of or to
     vote at any meeting  of stockholders or any adjournment
     thereof, or  to express consent to  corporate action in
     writing  without  a  meeting,  or  entitled  to receive
     payment  of  any  dividend  or  other  distribution  or
     allotment of  any rights,  or entitled to  exercise any
     rights in respect of any change, conversion or exchange
     of stock or for the purpose of any other lawful action,
     the Board of  Directors may fix,  in advance, a  record
     date,  which shall not be more than sixty nor less than
     ten days before the date of such meeting, nor more than
     sixty days  prior to any other  action. A determination
     of  stockholders of record entitled to  notice of or to
     vote  at a meeting  of stockholders shall  apply to any
     adjournment of the meeting; provided, however, that the
     Board  of Directors may fix  a new record  date for the
     adjourned meeting.

                     REGISTERED STOCKHOLDERS

          Section 6. The  corporation shall  be entitled  to
     recognize the exclusive right of a person registered on
     its  books as the owner of shares to receive dividends,
     and to vote as such owner, and to hold liable for calls
     and assessments a person registered on its books as the
     owner  of shares, and  shall not be  bound to recognize
     any  equitable or  other claim to  or interest  in such
     share  or  shares  on the  part  of  any  other person,
     whether or  not it shall  have express or  other notice
     thereof, except  as otherwise  provided by the  laws of
     Delaware.
<PAGE>
                           ARTICLE VII

                        GENERAL PROVISIONS

                            DIVIDENDS

          Section 1. Dividends upon the capital stock of the
     corporation,   subject  to   the   provisions  of   the
     certificate of  incorporation, if any,  may be declared
     by  the Board  of Directors at  any regular  or special
     meeting,  pursuant to  law.  Dividends may  be paid  in
     cash, in  property, or in  shares of the  capital stock
     subject  to   the  provisions  of  the  certificate  of
     incorporation.

          Section 2.  Before payment of  any dividend, there
     may  be set aside out  of any funds  of the corporation
     available  for  dividends  such  sum  or  sums  as  the
     Directors  from  time   to  time,  in  their   absolute
     discretion, think  proper as  a reserve or  reserves to
     meet contingencies, or for equalizing dividends, or for
     repairing   or  maintaining   any   property   of   the
     corporation, or for such other purpose as the Directors
     shall   think  conducive   to  the   interest  of   the
     corporation,  and the  Directors may modify  or abolish
     any such reserve in the manner in which it was created.

                         ANNUAL STATEMENT

          Section 3. The Board of Directors shall present at
     each annual meeting, and at any  special meeting of the
     stockholders   when   called  for   by   vote  of   the
     stockholders,  a  full  and  clear   statement  of  the
     business and condition of the corporation.

                              CHECKS

          Section  4. All  checks or  demands for  money and
     notes  of  the  corporation  shall be  signed  by  such
     officer or officers or such other  person or persons as
     the Board of Directors may from time to time designate.

                           FISCAL YEAR

          Section  5. The  fiscal  year  of the  corporation
     shall be fixed by the Directors.

                               SEAL

          Section 6. The corporate seal shall have inscribed
     thereon  the name of  the corporation, the  year of its
     organization  and the words "Corporate Seal, Delaware".
<PAGE>
     The  seal  may be  used by  causing  it or  a facsimile
     thereof  to be  impressed or  affixed or  reproduced or
     otherwise.

                           ARTICLE VIII
                         INDEMNIFICATION

          Section   7.   Right   to   Indemnification.   The
     corporation shall  indemnify and hold  harmless, to the
     fullest  extent  permitted  by  applicable  law  as  it
     presently exists  or  may  hereafter  be  amended,  any
     person who was or is made or is threatened to be made a
     party or is otherwise  involved in any action,  suit or
     proceeding, whether civil, criminal,  administrative or
     investigative (a  "proceeding") by  reason of  the fact
     that  he,  or  a  person  for  whom  he  is  the  legal
     representative, is or was a  director or officer of the
     corporation  or is or was serving at the request of the
     corporation as a  director, officer, employee or  agent
     of  another corporation  or  of  a  partnership,  joint
     venture,   trust,   enterprise  or   nonprofit  entity,
     including  service with  respect  to  employee  benefit
     plans,  against all  liability  and loss  suffered  and
     expenses   (including   attorneys'   fees)   reasonably
     incurred by  such  person.  The  corporation  shall  be
     required  to indemnify  a person  in connection  with a
     proceeding (or part thereof)  initiated by such  person
     only if the proceeding (or part thereof) was authorized
     by the Board of Directors of the corporation.

          Section 2. Prepayment of Expenses. The corporation
     may, in  its discretion,  pay  the expenses  (including
     attorneys'  fees) incurred in  defending any proceeding
     in advance of its final disposition, provided, however,
     that the payment of expenses  incurred by a director or
     officer  in advance  of  the final  disposition of  the
     proceeding  shall  be  made  only upon  receipt  of  an
     undertaking  by the  director or  officer to  repay all
     amounts  advanced if it should be ultimately determined
     that  the  director or  officer is  not entitled  to be
     indemnified under this Article or otherwise.

          Section 3. Claims. If  a claim for indemnification
     or payment of  expenses under this Article  is not paid
     in  full  within  sixty  days  after  a  written  claim
     therefor  has  been received  by  the corporation,  the
     claimant may  file suit to recover the unpaid amount of
     such  claim and,  if successful  in whole  or in  part,
     shall be entitled to be paid the expense of prosecuting
     such claim.  In any  such action the  corporation shall
     have  the burden of  proving that the  claimant was not
<PAGE>
     entitled to the requested indemnification or payment of
     expenses under applicable law.

          Section  4.  Non-Exclusivity of Rights. The rights
     conferred on  any person by  this Article shall  not be
     exclusive  of any  other rights  which such  person may
     have or hereafter acquire under any  statute, provision
     of  the  certificate  of incorporation,  these  bylaws,
     agreement,  vote  of   stockholders  or   disinterested
     Directors or otherwise.

          Section    5.     Other    Indemnification.    The
     corporation's  obligation, if  any,  to  indemnify  any
     person  who was  or  is serving  at  its request  as  a
     director,   officer,  employee  or   agent  of  another
     corporation,   partnership,  enterprise   or  nonprofit
     entity shall be  reduced by any amount  such person may
     collect as indemnification from such other corporation,
     partnership,   joint   venture,  trust   enterprise  or
     nonprofit enterprise.

          Section  6. Amendment  or  Repeal.  Any repeal  or
     modification  of  the   foregoing  provisions  of  this
     Article VIII  shall not  adversely affect any  right or
     protection hereunder  of any  person in respect  of any
     act or  omission occurring  prior to  the time  of such
     repeal or modification.

                            ARTICLE IX

                            AMENDMENTS

          Section 1. These  by-laws may be altered,  amended
     or repealed  or  new  by-laws may  be  adopted  by  the
     stockholders or  by the  Board of Directors,  when such
     power is conferred upon the  Board of Directors by  the
     certificate of incorporation, at any regular meeting of
     the stockholders or of the Board of Directors or at any
     special meeting of the stockholders  or of the Board of
     Directors  if notice  of  such  alteration,  amendment,
     repeal  or adoption of new by-laws  be contained in the
     notice  of such special meeting. If the power to adopt,
     amend or repeal  by-laws is conferred upon the Board of
     Directors by the certificate of incorporation it  shall
     not  divest or limit  the power of  the stockholders to
     adopt, amend or repeal by-laws.
<PAGE>

                                                           Exhibit 10(i)

                      ASSIGNMENT, ASSUMPTION AND 
                       INDEMNIFICATION AGREEMENT



     STATE OF ARKANSAS   )
                         )
     COUNTY OF BENTON    )

          KNOW ALL PERSONS BY THESE PRESENTS:

          For  and in  consideration of  the sum  of Ten  Dollars
     ($10.00) cash and other good and valuable consideration, the
     receipt and adequacy of which are hereby acknowledged, BRASS
     EAGLE INC.  (the "Assignor"),  a Delaware  corporation, does
     hereby grant,  bargain, sell, convey,  transfer, and  assign
     unto  DAISY   MANUFACTURING  COMPANY  (the   "Assignee"),  a
     Delaware  corporation, and  unto said  Assignee's successors
     and assigns,  forever, all  of Assignor's rights,  title and
     interest in and to its nonpaintball related assets, (whether
     tangible  or  intangible)  contracts,  licenses,  leases and
     agreements, of whatever kind and wherever located, including
     all  claims, causes of action and  other rights with respect
     to  such property,  known or  unknown, fixed,  contingent or
     otherwise (the "Assets").

          TO  HAVE AND TO HOLD  the same unto  said Assignee, and
     its successors and assigns forever, subject to the following
     terms and obligations:

          1.     Assumption   of  Liabilities   and  Obligations.
     Assignor, by this  assignment, hereby transfers  and assigns
     to Assignee all of  its rights, liabilities, obligations and
     duties  in connection  with such  Assets,  including without
     limitation  (i) any liability  attributable to  any products
     sold  by Assignor through  the date  hereof (other  than any
     products sold by  Assignor under the  Brass Eagle name)  and
     any products sold by  Assignee on or after the  date hereof,
     (ii) any liability attributable to  any claim by any present
     or  former employee of Assignor or by any present, former or
     future employee  of Assignee to  the extent that  such claim
     relates to medical, pension  or other employee benefits that
     are attributable to the employment of any such individual in
     Assignor's non-paintball operations or in any operations  of
     Assignee,  (iii) any  Federal, state  or local  income taxes
     imposed on or assessed  against Assignor as a result  of the
     assignment  and  assumption  contemplated hereby,  (iv)  any
     Federal, state  or local  personal property, real  property,
     sales,  use,  excise,  income or  other  tax  imposed on  or
     assessed  against Assignor  to  the extent  that such  taxes
     relate  or are  attributable  to the  non-paintball  related
     business  of Assignor or to  any operations of Assignee, (v)
     any  indebtedness,  accounts   payable  or  other  financial
     obligations attributable  to such Assets and  (vi) any other
<PAGE>
     liability or obligation attributable to the operation of the
     Assignor's  nonpaintball  related  business,  or  under  any
     contracts, licenses, leases or other  agreements transferred
     to  the  Assignee hereby  (the  "Assumed Liabilities");  and
     Assignee, by acceptance hereof, hereby assumes and agrees to
     fully  and timely undertake  and perform all  of the Assumed
     Liabilities and duties relating to the Assets.  

          2.  Indemnification.  

               (a)     By  Assignee.    Assignee  hereby  assumes
     liability for, and  irrevocably agrees to indemnify,  defend
     and  hold   Assignor  (which  term  includes  its  officers,
     directors, employees, agents, shareholders, subsidiaries and
     affiliates) harmless  from and  against any and  all claims,
     actions, suits, losses,  damages, liabilities,  obligations,
     costs and expenses (including, without limitation, attorneys
     fees) of any nature  whatsoever, whether direct or indirect,
     matured or unmatured,  accrued or  unaccrued, liquidated  or
     unliquidated,  asserted  or  unasserted, known  or  unknown,
     absolute, fixed,  contingent  or otherwise,  incurred by  or
     asserted against Assignor  (specifically including,  without
     limitation,  any thereof  incurred  by or  asserted  against
     Assignor as predecessor in interest to Assignee) which arise
     out of, result from  or otherwise relate to the  Assets, the
     Assumed Liabilities and/or the operation of the nonpaintball
     business conducted by Assignor  or any business conducted by
     Assignee, including without limitation (aa) any  business or
     other activities relating thereto  and regardless of whether
     the event  giving rise  thereto shall  have occurred  in the
     past  or   shall  occur in  the  future (including,  but not
     limited to, any product  claims associated with any products
     sold by Assignor  prior to the effective date  hereof (other
     than paintball  related products sold under  the Brass Eagle
     name); (bb) any  of the foregoing arising  out of, resulting
     from or otherwise relating to the ownership or use of any of
     the Assets  or to the Assumed Liabilities;  (cc) the conduct
     of  any businesses through the Assets or with respect to the
     Assumed  Liabilities, (dd)  any violation of  any applicable
     law,  rule,  regulation   or  governmental  order   relating
     thereto,  (ee) any  tort  or other  claims by  third parties
     relating  thereto,  and  (ff)  any  and  all  other  events,
     occurrences,  operations  and  activities  relating  to  the
     Assets or  the Assumed Liabilities,  specifically including,
     without limitation, the  ownership, processing,  generation,
     distribution,   use,   storage,  disposal,   transportation,
     handling, emission, discharge, release or threatened release
     into  the  environment  of  any  pollutant,  contaminant  or
     hazardous or  toxic waste, substance or  material, to, from,
     on, under, or otherwise relating to any of the Assets.
<PAGE>       

               (b)  By Assignor.  As additional consideration for
     Assignee's  assumption of  the  Assumed Liabilities  and the
     indemnification obligations under (a) above, Assignor hereby
     assumes  liability for, and irrevocably agrees to indemnify,
     defend and hold Assignee  (which term includes its officers,
     directors, employees, agents, shareholders, subsidiaries and
     affiliates) harmless  from and  against any and  all claims,
     actions, suits, losses,  damages, liabilities,  obligations,
     costs and expenses (including, without limitation, attorneys
     fees) of any nature  whatsoever, whether direct or indirect,
     matured  or unmatured,  accrued or unaccrued,  liquidated or
     unliquidated,  asserted  or  unasserted,  know  or  unknown,
     absolute,  fixed, contingent  or otherwise,  incurred  by or
     asserted against Assignee  (specifically including,  without
     limitation,  any thereof  incurred  by  or asserted  against
     Assignee  as  successor in  interest  or  transferee of  the
     Assets) which arise out of,  result from or otherwise relate
     to   Assignor's   paintball   business,   the   assets  used
     exclusively in connection therewith and  the liabilities and
     obligations incurred  in connection with the same, including
     without  limitation  (aa)  any  paintball  business relating
     thereto  and regardless  of  whether the  event giving  rise
     thereto  shall have occurred in  the past or  shall occur in
     the  future;  (bb) any  of  the  foregoing  arising out  of,
     resulting from or otherwise relating to the ownership or use
     of  any of  the paintball  assets; (cc)  the conduct  of any
     businesses through  the paintball assets, (dd) any violation
     of any  applicable  law, rule,  regulation  or  governmental
     order  relating thereto,  (ee) any  tort or other  claims by
     third parties relating  thereto, and (ff) any  and all other
     events,  occurrences,  operations  and  activities  directly
     relating  to the  paintball assets,  specifically including,
     without limitation, the  ownership, processing,  generation,
     distribution,   use,   storage,  disposal,   transportation,
     handling, emission, discharge, release or threatened release
     into  the  environment  of  any  pollutant,  contaminant  or
     hazardous or  toxic waste, substance or  material, to, from,
     on, under,  or otherwise  directly relating  to  any of  the
     paintball  assets  located  at  Assignors  Granby,  Missouri
     facility, but excluding any  such claim, action, suit, loss,
     damage, liability, obligation, cost  or expense relating  to
     Assignee's Roger's, Arkansas facility.  

               (c)  Indemnification Procedure.

                    (i)     Notice. Within  thirty (30)  days, or
     such shorter period as is required to avoid any prejudice to
     the  Indemnifying   Party,  after  receipt  by  Assignor  or
     Assignee,  as  the  case may  be  (the  recipient being  the
     "Indemnified  Party"), of  any  claim (written  or oral)  (a
     "Third  Party   Claim"),  asserted  or   made  against   the
     Indemnified Party  based on any facts  or circumstances, the
<PAGE>
     prosecution  or  assertion of  which  results  in, or  could
     reasonably be expected to result in, the Indemnified Party's
     right to  indemnity from the other  party (the "Indemnifying
     Party") under  the terms of this  Assignment, Assumption and
     Indemnification  Agreement,  the  Indemnified   Party  shall
     deliver  to the Indemnifying  Party a written  notice of the
     initiation  or filing of, or a threat to initiate or file, a
     Third Party Claim (the "Claim Notice"). To the extent known,
     the  Claim Notice  shall describe  in reasonable  detail the
     facts giving rise  to or on which  the Third Party Claim  is
     based, and the amount of such Third Party Claim. The failure
     to  timely  deliver  a  Notice  of  Claim  pursuant  to  any
     provision contained herein shall not affect the Indemnifying
     Party's obligations  hereunder  except to  the  extent  such
     failure actually prejudices Indemnifying Party's  ability to
     defend, or to reduce the loss attendant to, such Third Party
     Claim.  

                    (ii)  Election to Defend.  Within thirty (30)
     days after  receipt of  the Claim  Notice,  or such  shorter
     period as is required  to avoid prejudice in defense  of the
     Third Party  Claim, Indemnifying  Party may elect  to defend
     the  Third Party Claim at its own expense if it acknowledges
     in  writing that  it is  fully  responsible for  all damages
     relating  to  such  Claim  Notice,  without  reservation  of
     rights, and  pays all damages with  respect thereto incurred
     as  of  the  date  of  such  acknowledgment  (including  all
     attorneys' fees and expenses of any counsel employed by  the
     Indemnified Party in respect  of such claim incurred through
     the  date  of  such  acknowledgment).    Notwithstanding the
     foregoing, the  Indemnified Party shall  also have the right
     to employ its own counsel in any such case, but the fees and
     expenses  of such  counsel shall  be at  the expense  of the
     Indemnified Party.  If Indemnifying  Party timely elects  to
     defend a Third Party Claim, then Indemnifying Party shall do
     so  with counsel of its choosing, but which counsel shall be
     reasonably acceptable to the Indemnified Party and,  subject
     to  the  limitations  set forth  in  this  section  (ii) and
     section (iv)  below, may  compromise or settle  such action.
     The  Indemnifying  Party shall  not  be  entitled to  assume
     control  of such defense and shall pay the fees and expenses
     of counsel retained by the Indemnified Party if 

          (A) the claim for  indemnification relates to or arises
     in   connection  with   any  criminal   proceeding,  action,
     indictment, allegation or investigation; 

          (B) there  is a  reasonable probability that  the claim
     may  materially and adversely  affect the  Indemnified Party
     other  than  as a  result of  money  damages or  other money
     payments, including  by having  a detrimental impact  on the
<PAGE>
     Indemnified Party's reputation or future business prospects,

          (C) the  claim seeks an injunction  or equitable relief
     against the  Indemnified Party or  (D) upon petition  by the
     Indemnifying  Party, the  appropriate court  rules  that the
     Indemnifying  Party.  failed  or  is  failing to  vigorously
     prosecute or defend such claim.  
                    (iii)  Failure  to  Undertake  Defense.    If
     Indemnifying Party  does not timely elect to  defend a Third
     Party Claim,  then the  Indemnified Party may  undertake the
     defense  thereof  with  counsel  of  its  choosing  and  may
     compromise  or settle such action  on behalf of  and for the
     account and risk of the Indemnifying Party. Thereafter, each
     of  the parties  (and its  respective counsel)  shall timely
     provide  information (including without limitation copies of
     all notices  and documents,  including court papers)  to the
     other  (and  to  such  other party's  counsel)  as  shall be
     necessary or  desirable to keep the other  party apprised of
     the  status  and  progress  of,  and  any  material  matters
     relating  to, the  defense of  the Third  Party Claim.  Each
     party shall cooperate with  the other in responding  to such
     reasonable requests as are  made for access to or  copies of
     records, books,  documents, and other materials  as shall be
     necessary  or desirable to the conduct of the defense of, or
     to evaluate the  defense of,  any Third Party  Claim.   Such
     cooperation shall also include making employees available on
     a   mutually  convenient   basis   to   provide   additional
     information  and  explanation   of  any  materials  provided
     hereunder. Regardless of which party undertakes the  defense
     of any Third  Party Claim,  the other party  shall have  the
     right to participate in such defense with its own counsel at
     its own cost.    

                    (iv) Settlement and Release. Unless the Third
     Party  Claim  is  fully  satisfied  and  discharged  by  the
     Indemnifying  Party by  the  payment of  money (without  any
     continuing obligation  on the part of  the Indemnified Party
     hereunder, and  subject to the  delivery of the  release set
     forth below),  neither party shall compromise  or settle any
     Third  Party Claim or consent  to the entry  of any judgment
     with  respect to any Third  Party Claim,   without the prior
     written consent of  the other party, which consent shall not
     be unreasonably withheld or delayed. Unless otherwise agreed
     in  writing by  the Indemnified  Party, any  such settlement
     must  include as  an unconditional  term thereof  a complete
     release  of  the   Indemnified  Party   and  its   officers,
     directors, employees, agents, shareholders, subsidiaries and
     affiliates from  all liability  with respect to  such claim.
     Except  as set  forth herein,  the right  to defend  a Third
     Party  Claim shall include the right to settle or compromise
     the same.
<PAGE>

                    (v)   Payment of Indemnification.  

                         (A)    Notice  of   Loss.    Upon  final
     resolution (including lapse of  time in which to  perfect an
     appeal)  of any Third Party Claim,  whether by settlement or
     final  court order,  which  determines the  existence of  an
     obligation   to   indemnify   hereunder   (an   "Indemnified
     Obligation"), the Indemnified Party   shall promptly deliver
     to the Indemnifying Party a written notice setting forth the
     amount  of  any  and  all claims,  actions,  suits,  losses,
     damages, liabilities, obligations,  costs and expenses which
     comprise any Indemnified Obligation to which the Indemnified
     Party  is   entitled  to  indemnity  under  this  Agreement,
     including without  limitation  any amount  resulting from  a
     Third Party Claim (any such notice, a "Notice of Loss"). 

                         (B)    Required  Response to  Notice  of
     Loss. Within ten (10) days after Indemnifying Party receives
     a Notice of  Loss, Indemnifying Party  shall deliver to  the
     Indemnified  Party  current  funds  in  such  amount  as  is
     required  to  fully  pay   the  amount  of  the  Indemnified
     Obligation or notify the  Indemnified Party that it disputes
     all or a portion of the amount of the Indemnified Obligation
     which is  the subject of such Notice of Loss together with a
     payment of the  amount of the Indemnified Obligation that is
     not in dispute.                  

                         (C)     Dispute   in   the   Amount   of
     Indemnified Obligation.  If the Indemnifying  Party disputes
     all or a portion of the amount of the Indemnified Obligation
     which is the  subject of  such Notice of  Loss, the  parties
     shall  attempt to  negotiate  a resolution  of any  disputed
     portion  of  the Notice  of  Loss  within  thirty (30)  days
     thereafter.

                         (D)   Tax Affect  of Indemnity Payments.
     The  amount  of  any  claim,  action,  suit,  loss,  damage,
     liability,   obligation,   cost   or   expense   for   which
     indemnification  is provided  under this Agreement  shall be
     increased or "grossed  up" to  take account of  any net  tax
     cost  incurred by  the  Indemnified Party  arising from  the
     receipt of any indemnity payment made hereunder.
      
                         (E)  No  Obligation to Pursue Insurance.
     Notwithstanding the availability or possible availability of
     any   insurance   proceeds  from   any   insurance  coverage
     maintained  by the  Indemnified  Party with  respect to  any
     claim,  action, suit,  loss, damage,  liability, obligation,
     cost  or  expense for  which   indemnification is  sought or
     provided  hereunder, the  Indemnified  Party  shall have  no
     obligation to pursue any such coverage or proceeds.
<PAGE>
                    (vi)   Default by Indemnifying Party.  If (i)
     Indemnifying  Party  fails to  timely  pay  (by delivery  of
     current  funds)  any  undisputed amount  of  an  Indemnified
     Obligation,  or (ii) if the parties are unable to resolve by
     negotiation any dispute with  regard to a Notice of  Loss as
     provided in (c)(v)(C) above, or (iii) the Indemnifying Party
     is  in breach of  any representation,  warranty, obligation,
     covenant  or  other  agreement  of  the  Indemnifying  Party
     contained  herein and fails  to cure same  to the reasonable
     satisfaction  of the  Indemnified Party  within thirty  (30)
     days  after  written  notice  thereof is  delivered  to  the
     Indemnifying  Party  by  the  Indemnified  Party,  then  the
     Indemnifying Party  shall be  deemed in "default"  hereunder
     and the  Indemnified Party shall  be entitled to  pursue any
     available remedy provided for in this Agreement or otherwise
     available at law or in equity.

          3.  Miscellaneous.

               (a)  Authorization.   The execution, delivery  and
     performance of  this agreement  and the consummation  of the
     assignment and assumption contemplated hereby, has been duly
     authorized by  all  necessary  action  on the  part  of  the
     Assignor  and the  Assignee and  their respective  Boards of
     Directors.  

               (b)  Validity.  Each party warrants and represents
     that this  agreement has  been duly executed  and delivered,
     constitutes the legal, valid  and binding obligation of such
     party, enforceable against it  in accordance with its terms,
     except to the extent that such enforceability may be limited
     by  applicable    bankruptcy,   insolvency,  reorganization,
     moratorium, or other similar laws  affecting the enforcement
     of creditors' rights, or by general principles of equity.

               (c)   Survival.      The  covenants,   agreements,
     representations, warranties and  obligations of the  parties
     hereto  shall  survive the  effective  date  hereof and  the
     assignment  of  the Assets  and  assumption  of the  Assumed
     Liabilities. 

               (d)   Further Assurances.  The  parties agree that
     from time to time hereafter, upon request, each of them will
     execute, acknowledge  and deliver such  other documents  and
     instruments,  and  take  such  further  action,  as  may  be
     reasonably  necessary  to  carry  out  the  intent  of  this
     agreement.

               (e)   Binding Effect and Benefit.   This agreement
     shall  be binding  upon  and inure  to  the benefit  of  the
     parties hereto, and their respective successors and assigns.
<PAGE>
     Otherwise,  this agreement  is  not intended  to create  any
     rights for the benefit of any third party.

               (f)    Governing Law.    This  agreement shall  be
     subject  to and  governed  by  the  laws  of  the  State  of
     Delaware.

               (g)  Assignment, Amendment,  Cancellation. Neither
     this Agreement  nor any obligation or  right hereunder shall
     be  amended, cancelled,  assigned, transferred  or otherwise
     discharged  (other  than   through  performance   hereunder)
     without the  prior written  consent of  both of  the parties
     hereto.  Assignee shall  not sell, enter into  any agreement
     to sell, or consummate any sale or other disposition of, the
     "Daisy"  name or  all or  substantially  all of  its assets,
     enter into any  agreement to merge  or consolidate with  any
     other   entity,   or   consummate   any   such   merger   or
     consolidation, unless Assignee either requires  and receives
     as  a condition  precedent to the  consummation of  any such
     transaction the  express written assumption by the acquiring
     or  surviving  entity,  as  the  case  may  be,  of  all  of
     Assignee's  obligations and liabilities under this Agreement
     or   provides  security   for  Assignee's   obligations  and
     liabilities under  this Agreement which is  reasonable under
     the  circumstances, as determined by  one of the nations six
     largest   independent   accounting  firms.   Any  amendment,
     cancellation, assignment,  transfer  or other  discharge  of
     this Agreement or any right or obligation hereunder made  in
     violation of this Agreement shall be void and of no force or
     effect.

               (h)   Notices.  All notices, requests  and demands
     required  or  permitted under  this  Agreement  shall be  in
     writing and shall be deemed to have been duly given if 

                    (a) delivered personally, 

                    (b)  sent by  certified  or registered  mail,
     postage prepaid, 

                    (c)  sent by  next-day or  overnight  mail or
     delivery, or 

                    (d) sent by fax, addressed as follows:  


               To Assignor:

               Brass Eagle, Inc.
               1203A North Sixth Street
               Rogers, Arkansas 72756
               Phone:  (501) 621-4390
<PAGE>


               Fax:   (501) 986-6617
               Attention: E. Lynn Scott, President and CEO

               To Assignee:

               Daisy Manufacturing Company
               2111 South Eighth Street
               Rogers, Arkansas 72757
               Phone:  (501) 621-4203
               Fax:  (501) 631-1406
               Attention: Marvin Griffin, President

<PAGE>      

          IN WITNESS  WHEREOF, the  parties hereto  have executed
     this
     Assignment effective as of the 24th day of November, 1997.

                                   ASSIGNOR:

                                   BRASS EAGLE INC.


                                   By:/s/ E. Lynn Scott

                                   Name:  E. Lynn Scott

                                   Title: President and CEO
                                                  


                                   ASSIGNEE:

                                   DAISY MANUFACTURING COMPANY


                                   By:  /s/ Marvin Griffin
                                               
                                   Name: Marvin Griffin

                                   Title: President
                                                  




<PAGE>


                            ACKNOWLEDGMENT

     STATE OF ARKANSAS    )
                          )
     COUNTY OF BENTON     )

          On this the 24th day  of November, 1997, before  me, the
     undersigned officer, personally appeared  E. Lynn Scott, who
     acknowledged himself to be the President and Chief Executive
     Officer  of Brass  Eagle Inc.,  a Delaware  corporation, and
     that  he, as  such  officer,  being  authorized  so  to  do,
     executed  the foregoing  instrument in  the name  of and  on
     behalf  of  said  corporation   for  the  purposes   therein
     contained.

          IN WITNESS WHEREOF, I hereunto set my hand and official
     seal.



                                   /s/ Carol A. Bowman
                                   Notary Public

     My Commission Expires:
     7/10/2002


     STATE OF ARKANSAS    )
                          )
     COUNTY OF BENTON     )

          On  this the 24th day of November, 1997, before me, the
     undersigned officer, personally appeared Marvin  Griffin who
     acknowledged   himself  to   be  the   President   of  Daisy
     Manufacturing Company, a Delaware corporation, and  that he,
     as  such officer, being  authorized so  to do,  executed the
     foregoing  instrument in the name  of and on  behalf of said
     corporation for the purposes therein contained.

          IN WITNESS WHEREOF, I hereunto set my hand and official
     seal.

                                    
                                   /s/ Carol A. Bowman
                                        Notary Public

     My Commission Expires:

     7/10/2002
<PAGE>
                                                        Exhibit 10(iii)

                         BRASS EAGLE INC.
                      1997 STOCK OPTION PLAN



    Section 1.  Purpose

         Brass  Eagle  Inc.(hereinafter  referred  to as  the
    "Company")  hereby establishes  the  1997   Stock  Option
    Plan  (the  "Plan")  to  promote  the  interests  of  the
    Company and its  shareholders through the (i)  attraction
    and retention  of executive officers, other key employees
    and consultants essential to the  success of the Company;
    and (ii)  enabling of such  employees and  consultants to
    share  in  the  long-term  growth   and  success  of  the
    Company.   The  Plan permits  the  grant of  Nonqualified
    Stock  Options and Incentive  Stock Options  (intended to
    qualify under  Section 422 of  the Internal  Revenue Code
    of 1986, as amended).

    Section 2.  Definitions

    Except as  otherwise defined in  the Plan,  the following
    terms shall have the meanings set forth below:

    2.1  "Affiliate" shall  have the meaning ascribed to such
         term in Rule 12b-2 under the Exchange Act.

    2.2  "Agreement" means  a  written agreement  which  sets
         forth the  terms of each  Award and is  signed by an
         authorized officer of the Company.

    2.3  "Award" means  individually or collectively, a grant
         under this  Plan  of Nonqualified  Stock Options  or
         Incentive Stock Options.

    2.4  "Award  Date" or  "Grant  Date"  means the  date  on
         which an Award  is made by the Committee  under this
         Plan

    2.5  "Beneficial  Owner" shall have  the meaning ascribed
         to such term in Rule 13d-3 under the Exchange Act.

    2.6  "Board" or "Board  of Directors" means the  Board of
         Directors of the Company.

    2.7  "Cashless Exercise"  means the exercise of an option
         by the  Participant through the  use of  a brokerage
         firm to make payment to the Company of the  exercise
         price  either from  the proceeds  of  a loan  to the
         Participant  from the  brokerage  firm or  from  the
<PAGE>
         proceeds of  the sale  of Stock  issued pursuant  to
         the  exercise of  the option,  and  upon receipt  of
         such payment,  the  Company delivers  the  exercised
         shares to the brokerage firm.

    2.8  "Change  in  Control"  shall   be  deemed  to   have
         occurred  if the conditions set forth  in any one of
         the following paragraphs shall have been satisfied:

         (a)  any  person   or   persons   (as   defined   in
              Section 3(a)(9) of the Exchange  Act, and shall
              also include any  syndicate or group deemed  to
              be  a  "person" under  Section 13(d)(3)  of the
              Exchange  Act)    acting   together,  excluding
              employee benefit  plans of the Company,  are or
              become the  "beneficial owner"  (as defined  in
              Rules 13d-3  and 13d-5  under the Exchange  Act
              or any successor provisions  thereto), directly
              or  indirectly,  of securities  of  the Company
              representing twenty-five percent (25%)  or more
              of  the combined voting  power of the Company's
              then outstanding securities; or

         (b)  the Company's shareholders approve (or, in  the
              event    no    approval   of    the   Company's
              shareholders   is    required,   the    Company
              consummates)  a  merger,  consolidation,  share
              exchange, division or  other reorganization  or
              transaction  of  the  Company  (a  "Fundamental
              Transaction")  with   any  other   corporation,
              other  than  a  Fundamental  Transaction  which
              would  result in the  voting securities  of the
              Company outstanding  immediately prior  thereto
              continuing  to  represent (either  by remaining
              outstanding or  by being converted  into voting
              securities of  the surviving  entity) at  least
              sixty percent  (60%)  of  the  combined  voting
              power   immediately  after   such   Fundamental
              Transaction  of  (i) the  Company's outstanding
              securities,   (ii)   the   surviving   entity's
              outstanding securities,  or (iii)  in the  case
              of a  division, the  outstanding securities  of
              each entity resulting from the division; or

         (c)  the shareholders of the  Company approve a plan
              of complete  liquidation or  winding-up of  the
              Company  or  an  agreement  for   the  sale  or
              disposition (in  one transaction or a series of
              transactions) of  all or  substantially all  of
              the Company's assets; or
<PAGE>
         (d)  during  any  period of  twenty-four consecutive
              months,  individuals who  at  the beginning  of
              such  period constituted the  Board  (including
              for  this  purpose   any  new  director   whose
              election  or  nomination for  election  by  the
              Company's  shareholders was approved  by a vote
              of  at least two-thirds  (2/3) of the directors
              then still in office who  were directors at the
              beginning of such period) cease for any  reason
              to  constitute  at  least  a  majority  of  the
              Board.

    2.9  "Code" means the  Internal Revenue Code of  1986, as
         amended from time to time.

    2.10 "Committee" means  the Compensation Committee of the
         Board  which will  administer the  Plan pursuant  to
         Section 3 herein.

    2.11 "Common Stock" or "Stock" means  the Common Stock of
         the Company,  with a par  value of $0.01  per share,
         or such other  security or right or  instrument into
         which such common stock may  be changed or converted
         in the future.

    2.12 "Company"  means  Brass Eagle  Inc.,  including  all
         Affiliates and  wholly  owned Subsidiaries,  or  any
         successor thereto.

    2.13 "Consultant"  means a nonemployee  consultant to the
         Company.

    2.14 "Department"  means  the Human  Resources Department
         of the Company.

    2.15 "Designated  Beneficiary"   means  the   beneficiary
         designated  by   the  Participant  pursuant  to  the
         Participant s   will   and   in    accordance   with
         procedures   established   by  the   Department,  to
         receive amounts due to the  Participant in the event
         of  the  Participant's death.    If  the Participant
         does not  make  an effective  designation, then  the
         Designated  Beneficiary will  be  deemed to  be  the
         Participant's estate.

    2.16 "Disability" means  a determination by the Committee
         of  "Total Disability,"  based  on medical  evidence
         that precludes  the Participant from engaging in any
         occupation or employment  for wage or profit  for at
         least twelve months and appears to be permanent.
<PAGE>
    2.17 "Divestiture" means the sale of,  or closing by, the
         Company of  the  business  operations in  which  the
         Participant is  employed, or the elimination  of the
         Participant's position at the Company's discretion.

    2.18 "Exchange Act"  means the Securities Exchange Act of
         1934, as amended.

    2.19 "Executive  Officer"  means any  employee designated
         by  the  Company  as  an  officer  or  any  employee
         covered by Rule 16b-3 of the Exchange Act.

    2.20 "Fair Market  Value" means, on  any given  date, the
         (i)  average of  the  closing bid  and ask  price as
         reported by the Nasdaq National  Market on that date
         or  (ii) if the stock hereafter  becomes listed on a
         stock  exchange,  the  closing  price  of  Stock  as
         reported on  the  exchange on  such  day or,  if  no
         Shares  were traded on  the   exchange on  such day,
         then  on  the  next preceding  day  that  Stock  was
         traded on  such exchange,  all as  reported by  such
         source as the Committee may select.

    2.21 "Full-time  Employee"  means an  employee designated
         by the Company's  Department as being  a "permanent,
         full-time  employee" who  is eligible  for all plans
         and  programs of  the  Company  set forth  for  such
         employees.      This   designation    excludes   all
         part-time,  temporary,  or  contract   employees  or
         consultants to the Company.

    2.22 "Incentive  Stock Option" or  "ISO" means  an option
         to  purchase Stock, granted  under Section 6 herein,
         which  is designated  as an  incentive  stock option
         and is intended to meet  the requirements of Section
         422A of the Code.

    2.23 "Key  Employee"  means  an   officer  or  other  key
         employee  of the Company  or its  Subsidiaries, who,
         in  the  opinion of  the  Committee, can  contribute
         significantly to  the growth  and profitability  of,
         or  perform  services  of major  importance  to, the
         Company and its Subsidiaries.

    2.24 "Nonqualified  Stock  Option"  or  "NQSO"  means  an
         option  to purchase Stock,  granted under  Article 6
         herein, which  is not  intended to  be an  Incentive
         Stock Option.

    2.25 "Option"  means  an  Incentive  Stock  Option  or  a
         Nonqualified Stock Option.
<PAGE>
    2.26 "Participant"  means  a Key  Employee  or Consultant
         who has been granted an Award under the Plan.

    2.27 "Person" shall  have the  meaning  ascribed to  such
         term  in Section  3(a)(9) of  the  Exchange Act  and
         used in Sections 13(d) and 14(d) thereof,  including
         a "group" as defined in Section 13(d).

    2.28 "Plan" means  the Brass Eagle  Inc.1997 Stock Option
         Plan as herein described and  as hereafter from time
         to time amended.

    2.29 "Rule 16b-3"  means Rule 16b-3  under Section  16(b)
         of  the Exchange  Act  as  adopted in  Exchange  Act
         Release  No.   34-37260  (May  31,  1996),   or  any
         successor rule as amended from time to time.

    2.30 "Section 162(m)" means  Section 162(m) of  the Code,
         or any successor section under  the Code, as amended
         from  time to  time and as  interpreted by  final or
         proposed  regulations  promulgated  thereunder  from
         time to time.

    2.31 "Securities Act"  means the  Securities Act of  1933
         and   the   rules   and    regulations   promulgated
         thereunder,  or any  successor law,  as amended from
         time to time.

    2.32 "Stock" or  "Shares" means the  Common Stock  of the
         Company.

    2.33 "Subsidiary"  means  a  corporation   in  which  the
         Company  owns,  either directly  or  through one  or
         more of its Subsidiaries,  at least 50% of the total
         combined voting power of all classes of stock.

    Section 3.  Administration

    3.1  The Committee.   The Plan shall be  administered and
    interpreted  by  the  Committee  which  shall  have  full
    authority and all powers necessary  or desirable for such
    administration.   The express  grant in this  Plan of any
    specific power  to the Committee  shall not  be construed
    as limiting  any power or authority of the Committee.  In
    its  sole  and  complete  discretion  the  Committee  may
    adopt,  alter, suspend and repeal any such administrative
    rules, regulations, guidelines,  and practices  governing
    the operation of  the Plan as it shall from  time to time
    deem  advisable.   In addition  to any  other powers and,
    subject  to the  provisions of  the  Plan, the  Committee
    shall  have   the  following  specific   powers:  (i)  to
    determine the terms and conditions  upon which the Awards
<PAGE>
    may be made  and exercised; (ii)  to determine all  terms
    and  provisions of  each  Agreement,  which need  not  be
    identical for  types of awards  nor for the  same type of
    award  to different participants;  (iii) to  construe and
    interpret   the   Agreements  and   the  Plan;   (iv)  to
    establish, amend, or  waive rules or regulations  for the
    Plan's    administration;    (v)   to    accelerate   the
    exercisability of any  Award; and (vi) to make  all other
    determinations and take  all other  actions necessary  or
    advisable  for  the  administration of  the  Plan.    The
    Committee may  take action  by a  meeting  in person,  by
    unanimous  written  consent,  or  by   meeting  with  the
    assistance of communications  equipment which allows  all
    Committee  members   participating  in  the   meeting  to
    communicate  in  either  oral  or   written  form.    The
    Committee  may  seek  the assistance  or  advice  of  any
    persons it  deems necessary to the  proper administration
    of the Plan.

    3.2   Selection  of Participants.    The Committee  shall
    have sole  and complete  discretion in  determining those
    Key Employees  and Consultants to  the Company  who shall
    participate  in the  Plan.    The Committee  may  request
    recommendations  for  individual  awards  from the  Chief
    Executive Officer of the  Company and may delegate to the
    Chief Executive Officer  of the Company the  authority to
    make  Awards   to  Participants  who  are  not  Executive
    Officers  of the  Company,  subject  to a  fixed  maximum
    Award amount  for such a group and a maximum Award amount
    for any one Participant, as  determined by the Committee.
    Awards   made  to   the  Executive   Officers  shall   be
    determined by the Committee.

    3.3     Committee  Decisions.    All  determinations  and
    decisions  made   by  the   Committee  pursuant   to  the
    provisions of  the Plan shall  be final,  conclusive, and
    binding upon  all  persons,  including the  Company,  its
    stockholders,  employees,  Participants,  and  Designated
    Beneficiaries,  except when  the  terms  of any  sale  or
    award of  shares  of  Stock or  any  grant of  rights  or
    Options under  the Plan  are required  by law  or by  the
    Articles of  Incorporation or Bylaws of the Company to be
    approved  by   the  Company's   Board  of  Directors   or
    shareholders prior to any such sale, award or grant.

    3.4  Rule 16b-3 Requirements.   Notwithstanding any other
    provision  of the  Plan, the  Committee  may impose  such
    conditions  on any  Award, and  the Board  may amend  the
    Plan in  any such respects, as may be required to satisfy
    the requirements  of Rule 16b-3  under the  Exchange Act,
    as  amended  (or  any  successor  or  similar  rule),  or
    Section 162(m) of the Internal Revenue Code.
<PAGE>
    3.5  Indemnification  of Committee.  In  addition to such
    other  rights of  indemnification  as  they may  have  as
    directors or as members of the  Committee, the members of
    the   Committee  shall  be  indemnified  by  the  Company
    against   reasonable   expenses   incurred   from   their
    administration  of the  Plan.   Such  reasonable expenses
    include,  but  are  not  limited  to,   attorneys'  fees,
    actually and  reasonably incurred in connection  with the
    defense  of  any  action,  suit   or  proceeding,  or  in
    connection  with any appeal therein, to which they or any
    of them may be  a party by reason of any  action taken or
    failure to  act under or  in connection with  the Plan or
    any  Award granted  or made  hereunder,  and against  all
    amounts reasonably paid by them  in settlement thereof or
    paid by  them in satisfaction  of a judgment  in any such
    action,  suit or  proceeding, if  such  members acted  in
    good faith and in a manner which they believed to be  in,
    and not  opposed to,  the best  interests of  the Company
    and its Subsidiaries.

    Section 4.  Eligibility

    The Committee in  its sole and complete  discretion shall
    determine  the  Key  Employees,  including officers,  and
    Consultants  who  shall  be  eligible  for  participation
    under  the  Plan, subject  to the  following limitations:
    (i)  no non-Employee  director of  the  Company shall  be
    eligible to  participate under the  Plan; (ii)  no person
    owning,  directly or  indirectly, more  than  10% of  the
    total combined  voting power of  all classes of  stock of
    the Company  shall be eligible  to participate  under the
    Plan;   and  (iii)  only  Full-time  Employees  shall  be
    eligible to be awarded Incentive Stock Options.

    Section 5.  Shares Subject to the Plan

    5.1    Number  of  Shares.    Subject  to  adjustment  as
    provided  in Section  5.4 herein,  the maximum  aggregate
    number of  Shares that may  be issued pursuant  to Awards
    made under the Plan shall not exceed  Four Hundred Thirty
    Thousand (430,000) Shares  of Stock.  No  Participant may
    receive an  Award which would  cause such  Participant to
    be issued more  than 50% of  the total  number of  Shares
    issued over  the life of  the Plan.  Shares  of Stock may
    be available from the authorized,  but unissued Shares of
    Stock  or  treasury  Shares.     Except  as  provided  in
    Sections 5.2  and 5.3 herein,  the issuance of  Shares in
    connection  with the  exercise of,  or  as other  payment
    for,  Awards under  the Plan  shall reduce  the number of
    Shares available for future Awards under the Plan.
<PAGE>
    5.2  Lapsed  Awards of Forfeited  Shares.   In the  event
    that (i)  any Option granted  under the  Plan terminates,
    expires, or lapses for any reason  other than exercise of
    the  Award, or  (ii) if  Shares  issued pursuant  to  the
    Awards are  canceled or  forfeited for  any reason,  such
    Shares subject  to such Award  shall thereafter  be again
    available for grant of an Award under the Plan.

    5.3   Delivery  of Shares  as Payment.   In  the event  a
    Participant pays for  any Option through the  delivery of
    previously  acquired  shares  of  Stock,  the  number  of
    shares  of Stock  available  for  Awards under  the  Plan
    shall be  increased by the  number of  shares surrendered
    by  the Participant,  subject  to  Rule 16b-3  under  the
    Exchange  Act  as  interpreted   by  the  Securities  and
    Exchange Commission or its staff.

    5.4    Capital  Adjustments.   The  number  and  class of
    Shares  subject  to each  outstanding  Award, the  Option
    Price and the  aggregate number, type and class of Shares
    for which Awards thereafter may be  made shall be subject
    to   adjustment,  if   any,   as  the   Committee   deems
    appropriate,  based on  the  occurrence  of a  number  of
    specified  and  non-specified  events.    Such  specified
    events are  discussed herein this  Section 5.4,  but such
    discussion is not intended to  provide an exhaustive list
    of such events which may necessitate such adjustments.

    (a)  If  the  outstanding  shares   of  the  Company  are
         increased,  decreased  or exchanged  through merger,
         consolidation, sale  of all or substantially  all of
         the   property   of  the   Company,  reorganization,
         recapitalization, reclassification,  stock dividend,
         stock  split  or other  distribution  in  respect to
         such  Shares, for  a  different  number or  type  of
         Shares, or if additional Shares  or new or different
         Shares are  distributed with respect  to such Share,
         an  appropriate  and proportionate  adjustment shall
         be  made in:  (i) the  maximum number  of shares  of
         Stock available for the Plan  as provided in Section
         5.1  herein,  (ii)  the  type  of  shares  or  other
         securities available for the Plan, (iii)  the number
         of shares of  Stock subject to any  then outstanding
         Awards   under  the   Plan,   and  (iv)   the  price
         (including Exercise  Price) for each share  of Stock
         (or other kind  of shares or securities)  subject to
         then outstanding awards,  but without change in  the
         aggregate purchase  price as to  which such  Options
         remain exercisable.

    (b)  In the  event other  events not  specified above  in
         this  Section 5.4,  such as  any extraordinary  cash
<PAGE>
         dividend, split-up, spin-off,  combination, exchange
         of shares,  warrants or rights  offering to purchase
         Common  Stock,  or  other  similar corporate  event,
         affect the Common  Stock such that an  adjustment is
         necessary  to  maintain the  benefits  or  potential
         benefits intended  to be provided  under this  Plan,
         then  the  Committee  in  its  discretion  may  make
         adjustments  to any  or all  of (i)  the number  and
         type of shares which thereafter  may be optioned and
         sold and (ii)  the number and  Option Price of  each
         share of Stock  subject to then  outstanding awards,
         but without change  in the aggregate purchase  price
         as to which such Options remain exercisable.

    (c)  Any  adjustment made  by the  Committee pursuant  to
         the  provisions  of  this  Section  5.4,  subject to
         approval by the Board of  Directors, shall be final,
         binding  and   conclusive.     A   notice  of   such
         adjustment,  including  identification of  the event
         causing such  an adjustment, the  calculation method
         of such adjustment, and the change  in price and the
         number of  shares of Stock,  or securities,  cash or
         property purchasable subject to each Award shall  be
         sent to  each Participant.  No  fractional interests
         shall  be  issued  under  the  Plan  based  on  such
         adjustments.

    Section 6.  Stock Options

    6.1  Grant  of Stock Options.   Subject to the  terms and
    provisions   of  the   Plan  and   applicable  law,   the
    Committee, at any time  and from time to time,  may grant
    Options  to Key  Employees and  Consultants  as it  shall
    determine.   The Committee shall  have sole  and complete
    discretion in  determining  the type  of Option  granted,
    the Option  Price (as hereinafter defined),  the duration
    of the  Option, the number  of Shares to  which an Option
    pertains, any conditions imposed  upon the exercisability
    of the  Options, the  conditions under  which the  Option
    may  be  terminated,  any  restrictions  upon  the  Stock
    awarded pursuant to  the exercise  of an  Option and  any
    such other  provisions as may be warranted to comply with
    the  law or  rules of  any securities  trading  system or
    stock  exchange.    Each Option  grant  shall  have  such
    specified  terms  and  conditions detailed  in  an  Award
    Agreement.   The  Agreement  shall  specify  whether  the
    Option  is  intended  to be  an  Incentive  Stock  Option
    within the  meaning of  Section 422A  of the  Code, or  a
    Nonqualified Stock Option  not intended to be  within the
    provisions of Section 422A of the Code.
<PAGE>
    6.2    Option Price.   The  exercise  price per  share of
    Stock  covered by  an Option  ("Option  Price") shall  be
    determined  at  the  time  of  grant  by  the  Committee,
    subject to  the limitation  that the  Option Price  shall
    not be less than 100%  of Fair Market Value of the  Stock
    on the Grant Date.

    6.3   Exercisability.   Options  granted  under the  Plan
    shall be  exercisable  at such  times and  be subject  to
    such restrictions  and conditions as the  Committee shall
    determine,   which  will  be   specified  in   the  Award
    Agreement and need not be the  same for each Participant.
    However,  no  Option  granted  under   the  Plan  may  be
    exercisable until the  expiration of at least  six months
    after the Grant Date (except  that such limitations shall
    not  apply  in the  case of  death  or disability  of the
    Participant, or a Change in Control  of the Company), nor
    after the expiration of ten years from the Grant Date.

    6.4  Method of  Exercise.  Options shall be  exercised by
    the delivery of a written notice  from the Participant to
    the  Company in  the  form  prescribed by  the  Committee
    setting forth the number of Shares with respect to  which
    the  Option  is  to be  exercised,  accompanied  by  full
    payment for  the  Shares.   The  Option  price  shall  be
    payable  to  the   Company  in  full  in  cash,   or  its
    equivalent,  or  by  delivery of  Shares  of  Stock  (not
    subject to  any security  interest or  pledge) valued  at
    Fair  Market  Value  at the  time  of  exercise  or by  a
    combination  of  the  foregoing.   In  addition,  at  the
    request  of the  Participant, and  subject to  applicable
    laws and  regulations, the Company may  (but shall not be
    required to)  cooperate in a  "Cashless Exercise"  of the
    Option.    As  soon  as  practicable,  after  receipt  of
    written notice and payment, the  Company shall deliver to
    the Participant,  stock  certificates in  an  appropriate
    amount based upon  the number of  Shares with respect  to
    which   the   option   is  exercised,   issued   in   the
    Participant's name.

    6.5   Change in  Control.  In  the event  of a Change  in
    Control,  the Committee  may, in  its  sole and  complete
    discretion,   accelerate   the   exercisability  of   any
    unexercisable Option and release any restrictions on  any
    Stock awarded pursuant to the exercise of any Option.

    Section 7.  General Provisions

    7.1   Plan Term.   The Plan  was adopted on  November 20,
    1997 by the Board.  Subject to shareholder approval,  the
    Plan  shall  be effective  on  November  26,  1997.   Any
    Options granted under this Plan  shall be granted subject
<PAGE>
    to  stockholder   approval  of  the   Plan.     The  Plan
    terminates  December  31, 2007; however, all  Awards made
    prior  to, and  outstanding on  such  date, shall  remain
    valid in accordance with their terms and conditions.

    7.2   Withholding.  The  Company shall have  the right to
    deduct or withhold, or  require a Participant to remit to
    the Company,  any taxes  required by  law to be  withheld
    from Awards  made  under this  Plan.   The Committee  may
    require  the Participant  to  remit  to the  Company  the
    amount of any  taxes required to be withheld from payment
    in Common  Stock, or,  in lieu  thereof, the Company  may
    withhold  (or  the  Participant   may  be  provided   the
    opportunity to  elect to tender) the  number of shares of
    Common Stock  equal in Fair  Market Value  to the  amount
    required to be withheld.

    7.3   Awards.  Each Award granted under the Plan shall be
    evidenced in a corresponding Award  Agreement provided in
    writing  to the  Participant,  which  shall  specify  the
    terms, conditions and any rules  applicable to the Award,
    including but  not limited to  the effect of  a Change in
    Control,  or  death,  Disability,  Divestiture  or  other
    termination  of  employment  of the  Participant  on  the
    Award.  

    7.4   Nontransferability.   No  Award  granted under  the
    Plan  may  be  sold, transferred,  pledged,  assigned, or
    otherwise alienated  or hypothecated,  except by will  or
    the laws of descent and distribution.   Further, no lien,
    obligation,  or  liability  of  the  Participant  may  be
    assigned to  any right or interest  of any Participant in
    an Award under this Plan.

    7.5  Exercisability  of Awards.  All rights  with respect
    to  Awards granted to a  Participant under the Plan shall
    be exercisable during  his or her  lifetime only by  such
    Participant   or   his   or   her   guardian   or   legal
    representative.

    7.6   No Right to  Employment.   No granting of  an Award
    shall  be construed  as a  right  to employment  with the
    Company.

    7.7  Rights as Shareholder.  No Participant or Designated
    Beneficiary shall be deemed a  shareholder of the Company
    nor have  any rights as  such with respect  to any Shares
    of Common  Stock to be  provided under the  Plan until he
    or she has become the holder of such shares.

    7.8   Amendment  of  Plan.   The  Committee or  Board  of
    Directors may  amend, suspend, or  terminate the  Plan or
<PAGE>
    any portion thereof at any  time, provided such amendment
    is made  with shareholder  approval if  such approval  is
    necessary   to  comply   with  any   tax  or   regulatory
    requirement, including  for these  purposes any  approval
    requirement which is  a requirement for exemptive  relief
    under Section 16(b) of  the Exchange Act or  an exception
    under Section 162(m) of  the Code.  The Committee  in its
    discretion  may amend  the  Plan so  as  to conform  with
    local rules and regulations subject  to any provisions to
    the contrary specified herein.

    7.9   Amendment  of  Award.   In  its sole  and  complete
    discretion,  the Committee  may  at  any time  amend  any
    Award for  the  following reasons:  (i) additions  and/or
    changes  to the  Code, any  federal  or state  securities
    law,  or  other  law or  regulations  applicable  to  the
    Award; or  (ii) any other  event not described  in clause
    (i)  occurs and the Participant  gives his or her consent
    to such amendment.

    7.10    Exemption  from Computation  of  Compensation for
    Other Purposes.   By  acceptance of  an applicable  Award
    under  this  Plan,  subject to  the  conditions  of  such
    Award, each Participant shall  be considered in agreement
    that all  shares of Stock sold or awarded and all Options
    granted  under  this  Plan  shall be  considered  special
    incentive compensation  and will be exempt from inclusion
    as  "wages"  or  "salary"  in  pension, retirement,  life
    insurance, and  other employee  benefits arrangements  of
    the  Company,  except  as  determined  otherwise  by  the
    Company.  In  addition, each Designated Beneficiary  of a
    deceased Participant shall be in  agreement that all such
    Awards  or  grants  will  be  exempt  from  inclusion  in
    "wages" or  "salary" for purposes of calculating benefits
    of any life insurance coverage sponsored by the Company.

    7.11  Legend.   In its sole and complete  discretion, the
    Committee may  elect to legend  certificates representing
    shares of Stock sold  or awarded under the Plan,  to make
    appropriate  references  to the  restrictions  imposed on
    such shares.

    7.12   Certain Participants.   All  Award Agreements  for
    Participants  subject to  Section  16(b) of  the Exchange
    Act  shall  be  deemed to  include  any  such  additional
    terms,  conditions,  limitations and  provisions  as Rule
    16b-3  requires, unless  the Committee  in its discretion
    determines that any such Award should  not be governed by
    Rule 16b-3.

    7.13   Construction  of  the Plan.    The Plan,  and  its
    rules,  rights,  agreements  and  regulations,  shall  be
<PAGE>
    governed, construed, interpreted and  administered solely
    in accordance  with the laws of the state of Arkansas. If
    the  event  any  provision  of the  Plan  shall  be  held
    invalid, illegal or  unenforceable, in whole or  in part,
    for any reason,  such determination shall not  affect the
    validity, legality  or  enforceability of  any  remaining
    provision, portion  of provision  or Plan  overall, which
    shall remain in full  force and effect as if the Plan had
    been   absent  the  invalid,   illegal  or  unenforceable
    provision or portion thereof.



         As Adopted November 20, 1997


<PAGE>
                                                        Exhibit 10(iv)

                          BRASS EAGLE INC.
                    EMPLOYEE STOCK PURCHASE PLAN
                                   



     Section 1. Purpose
      
     The  Brass Eagle  Inc. Employee  Stock Purchase  Plan (the
      Plan ) is intended to  provide a method whereby employees
     of  Brass  Eagle  Inc.  and  its  subsidiary  corporations
     (hereinafter referred  to,  unless the  context  otherwise
     requires, as  the  Company )  will have an  opportunity to
     acquire a proprietary interest  in the Company through the
     purchase  of shares of the Common Stock of the Company. It
     is the intention of  the Company to have the  Plan qualify
     as an  employee stock  purchase plan  under Section 423 of
     the  Internal  Revenue  Code  of  1986,  as  amended  (the
      Code ). The provisions of the Plan shall be  construed so
     as  to   extend  and  limit  participation   in  a  manner
     consistent with  the requirements  of that Section  of the
     Code.
      
     Section 2.  Definitions
      
     Except  as otherwise  defined in  the Plan,  the following
     terms shall have the meanings set forth below:

     2.1   Base  Pay   means  regular   straight-time  earnings
          excluding  payments  for  overtime,   shift  premium,
          bonuses and other  special payments, commissions  and
          other marketing incentive payments.
      
     2.2   Committee  means the  Compensation Committee of  the
          Board which  will  administer the  Plan  pursuant  to
          Section 11 herein.
      
     2.3   Employee   means  any   person  who  is  customarily
          employed  for  more  than  five  (5)  months  in  any
          calendar year and is regularly scheduled to work more
          than 30 hours per week.
      
     2.4   Participant   means  an  Employee  who has  met  the
          eligibility  requirements  of  Section  3.1  and  has
          executed  an  authorization  for   payroll  deduction
          pursuant to Section 3.4.

     2.5   Stock  means the Common Stock of the Company.

     2.6   Subsidiary Corporation  means a corporation which is
          a   subsidiary  corporation  of  Brass Eagle  Inc. as
          that term is defined in Section 424 of the Code.
<PAGE>
   
     Section 3.  Eligibility and Participation
      
     3.1  Initial  Eligibility.   Any Employee  who shall  have
     completed  ninety  (90)  days'  employment  and  shall  be
     employed by the  Company on the date his  participation in
     the  Plan  is to  become  effective shall  be  eligible to
     participate in Offerings under  the Plan which commence on
     or after such ninety day period has concluded.
      
     3.2  Leave of  Absence.  For purposes of  participation in
     the Plan, a person on leave of absence shall be  deemed to
     be an  Employee for  the first  90 days of  such leave  of
     absence and such Employee's  employment shall be deemed to
     have terminated at the  close of business on the  90th day
     of  such leave of absence  unless such employee shall have
     returned  to  regular employment  prior  to  the close  of
     business on such 90th day.  Termination by the Company  of
     any Employee's leave of absence, other than termination of
     such  leave  of absence  on  return  to employment,  shall
     terminate an Employee's employment for all purposes of the
     Plan and shall terminate  such Employee's participation in
     the Plan and right to exercise any option.
      
     3.2   Restrictions  on Participation.  Notwithstanding any
     provisions of the Plan  to the contrary, no Employee shall
     be granted an option to participate in the Plan:
      
     (a)  if, immediately after the  grant, such Employee would
          own   stock,  and/or  hold   outstanding  options  to
          purchase stock,  possessing 5%  or more of  the total
          combined  voting power  or  value of  all classes  of
          stock of the Company (for purposes of this paragraph,
          the  rules of Section 424(d)  of the Code shall apply
          in determining stock ownership of any Employee); or
      
     (b)  which permits his rights  to purchase stock under all
          employee  stock  purchase  plans  of the  Company  to
          accrue at a rate which exceeds $25,000 in fair market
          value  of  the stock  (determined  at  the time  such
          option is  granted) for  each calendar year  in which
          such option is outstanding.
      
     3.4  Commencement of  Participation.  An eligible Employee
     may become  a Participant  by completing  an authorization
     for  a  payroll deduction  on  the  form provided  by  the
     Company  and filing it with the office of the Treasurer of
     the  Company on  or before  the date  set therefor  by the
     Committee,  which  date shall  be  prior  to the  Offering
     Commencement  Date for  the  Offering (as  such terms  are
     defined below). Payroll deductions for a Participant shall
     commence on the applicable Offering Commencement Date when
<PAGE>
     his   authorization  for   a  payroll   deduction  becomes
     effective and  shall end on the  Offering Termination Date
     (as such term is  defined below) of the Offering  to which
     such  authorization is applicable unless sooner terminated
     by the Participant as provided in Section 8.
      
     Section 4.  Offerings
      
     4.1  Three Offerings.   The  Plan will  be implemented  by
     three  overlapping offerings  of Stock  (the  Offerings ).
     The first  Offering shall begin  on January 15,  1998, and
     the  next  two Offerings  shall  begin on  the 1st  day of
     January in each of the years 1999 and 2000.  Each Offering
     shall terminate on December 31 of the  same calendar year.
     The  maximum  number  of shares  of  Stock  issued in  the
     respective years shall be:
      
          From January  15, 1998, to December  31, 1998: 20,000
          shares.
      
          From January  1, 1999,  to December 31,  1999: 25,000
          shares plus unissued shares from the prior Offerings,
          whether offered or not.
      
          From January  1, 2000,  to December 31,  2000: 25,000
          shares plus unissued shares from the prior Offerings,
          whether offered or not.
      
     As used  in the  Plan,  Offering Commencement  Date  means
     the  commencement  date on  which the  particular Offering
     begins.    Offering  Termination Date   means the  date on
     which the particular Offering terminates.
      
     Section 5  Payroll Deductions
      
     5.1  Amount of Deduction.  At the time a Participant files
     his authorization  for payroll deduction, he  or she shall
     elect to have deductions made from his  or her pay on each
     payday during  the time he or  she is a Participant  in an
     Offering at the rate of  1, 2, 3, 4, 5, 6, 7,  8, 9 or 10%
     of  his  or  her  Base  Pay  in  effect  at  the  Offering
     Commencement Date of such Offering.
      
     5.2   Participant's Account.  All  payroll deductions made
     for  a Participant shall be credited to his or her account
     under the Plan.   A Participant may not make  any separate
     cash payment into such account.
      
     5.3  Changes  in Payroll  Deductions.   A Participant  may
     discontinue his  participation in the Plan  as provided in
     Section  8,  but no  other  change can  be made  during an
     Offering and,  specifically, a  Participant may  not alter
<PAGE>
     the  amount  of his  or  her payroll  deductions  for that
     Offering.
      
     5.4   Leave of Absence.  If  a Participant goes on a leave
     of  absence,  such Participant  shall  have  the right  to
     elect:

     (a)  to  withdraw  the  balance  in  his  or  her  account
          pursuant to Section 8.1,

     (b)  to discontinue contributions to the Plan but remain a
          Participant in  the Plan (until the  time provided in
          Section 8.4) with payroll  deductions to be made from
          payments  by the  Company to  the Participant  during
          such leave of absence.
      
     Section 6  Granting of Options
      
     6.1    Number   of  Option  Shares.     On  the   Offering
     Commencement Date  of each Offering, a  Participant  shall
     be deemed to  have been  granted an option  to purchase  a
     maximum  number  of shares  of  Stock equal  to  an amount
     determined as follows:

     (a)  that percentage  of the Participant's Base  Pay which
          he  or she has  elected to have withheld  (but not in
          any case in excess of 10%) multiplied by

     (b)  the Participant's  Base Pay during the  period of the
          Offering

     (c)  divided  by 85% of  the market value of  the Stock on
          the applicable Offering Commencement Date.

     The  market value  of  the Stock  shall  be determined  as
     provided  in  paragraphs  (a)  of  Section  6.2  below.  A
     Participant's  Base Pay during the period of the Offering 
     shall  be  determined by  multiplying  his  or her  normal
     weekly rate  of pay (as in effect on the last day prior to
     the Offering Commencement Date of the particular Offering)
     by 58  or the hourly  rate (as in  effect on the  last day
     prior to the Offering  Commencement Date of the particular
     Offering) by 2,320 for the first Offering, or, in the case
     of the two subsequent  Offerings, by 104 or 4,160,  as the
     case  may be, provided  that, in the  case of  a part time
     hourly  Employee, the  Employee's   Base  Pay  during  the
     period of the Offering  shall be determined by multiplying
     such  Employee's hourly rate (as in effect on the last day
     prior to the Offering  Commencement Date of the particular
     Offering) by  the number  of regularly scheduled  hours of
     work for such employee during such Offering.
<PAGE>      
     6.2   Option Price.   The option price  of Stock purchased
     with payroll  deductions made  during each Offering  for a
     Participant therein shall be the lower of:
      
     (a)  85% of the closing price of the Stock on the Offering
          Commencement Date or  the nearest prior business  day
          on which  trading  occurred on  the  NASDAQ  National
          Market System; or
      
     (b)  85% of the closing price of the Stock on the Purchase
          Date  (as such term is defined below)  or the nearest
          prior business  day on which trading  occurred on the
          NASDAQ National Market System.

     If the  Stock is  not admitted  to trading  on any  of the
     aforesaid dates  for which closing prices of the stock are
     to be determined, then reference shall be made to the fair
     market value of the  Stock on that date, as  determined on
     such basis as  shall be established  or specified for  the
     purpose by the Committee.
      
     Section 7  Exercise of Option

     7.1  Purchase  Date.   The  Purchase  Date  for the  first
     Offering shall be  December 31, 1998.   The Purchase  Date
     for the second Offering  shall be December 31, 1999.   The
     Purchase  Date for the  third and final  Offering shall be
     December 31, 2000.

     7.2    Automatic Exercise.    Unless  a Participant  gives
     written notice to the Company as hereinafter provided, his
     option for  the purchase of Stock  with payroll deductions
     made during  any  Offering will  be  deemed to  have  been
     exercised automatically on the Purchase Date applicable to
     such Offering, for the purchase of the number of shares of
     Stock  which the  accumulated  payroll  deductions in  his
     account  on  the  Purchase   Date  will  purchase  at  the
     applicable option price (but  not in excess of the  number
     of  shares of Stock for which options have been granted to
     the employee pursuant  to Section  6.1).   Notwithstanding
     the foregoing,  in no event  shall more than  five hundred
     (500) shares of  Stock be purchased by any  Participant on
     December  31, 1998,  and no  more  than two  hundred fifty
     (250) shares of  Stock be purchased by  any Participant on
     any subsequent Purchase Date.  Any amount remaining in the
     Participant's  account after the Offering Termination Date
     will be returned to the Participant.
      
     7.3    Fractional  Shares of Stock.   Fractional shares of
     Stock   will  not  be  issued  under   the  Plan  and  any
     accumulated payroll deductions which would have been  used
     to purchase fractional shares of Stock will be returned to
<PAGE>
     any Participant  promptly following the  termination of an
     Offering, without interest.
      
     7.4   Transferability of  Option.  During  a Participant's
     lifetime,  options  held  by  such  Participant  shall  be
     exercisable only by that Participant.
      
     7.5   Delivery of Stock.  As promptly as practicable after
     the Purchase Dates during  each Offering, the Company will
     deliver  to each  Participant, as  appropriate,  the stock
     purchased upon exercise of his option.
      
     Section 8  Withdrawal
      
     8.1   In  General.   A  Participant may  withdraw  payroll
     deductions  credited to his account  under the Plan at any
     time  by giving  written notice  to the  Treasurer  of the
     Company.  All  of  the  Participant's  payroll  deductions
     credited to his account, without interest, will be paid to
     him promptly  after receipt  of his notice  of withdrawal,
     and no  further payroll deductions  will be made  from his
     pay during such Offering. The  Company may, at its option,
     treat any attempt to borrow by an employee on the security
     of his  accumulated payroll  deductions as an  election to
     withdraw such deductions.
      
     8.2  Effect on  Subsequent Participation.  A Participant's
     withdrawal from any Offering will not have any effect upon
     his eligibility to participate  in any succeeding Offering
     or in any similar  plan which may hereafter be  adopted by
     the Company.
      
     8.3  Termination  of Employment.  Upon termination  of the
     Participant's  employment   for  any   reason,   including
     retirement or death (but excluding continuation of a leave
     of absence  for  a period  beyond  90 days),  the  payroll
     deductions credited to his account, without interest, will
     be returned to  the Participant,  or, in the  case of  the
     Participant's death, to the Participant's estate.
      
     8.4   Leave of Absence.  A Participant on leave of absence
     shall,  pursuant   to  Section  5.4,  continue   to  be  a
     Participant  in the Plan so long as such Participant is on
     continuous leave of absence. A Participant who has been on
     leave of absence for  more than 90 days and  who therefore
     is   not  an   Employee  pursuant   to  Section   3.2  for
     participation  in  the  Plan  shall  not  be  entitled  to
     participate in any Offering  commencing after the 90th day
     of  such  leave  of  absence.  Notwithstanding  any  other
     provisions  of the Plan, unless a  Participant on leave of
     absence  returns  to  regular   full  time  or  part  time
     employment with  the Company  at the  earlier of: (a)  the
<PAGE>
     termination of  such leave of absence or  (b) three months
     from   the  90th  day  of  such  leave  of  absence,  such
     Participant's participation in the Plan shall terminate on
     whichever  of  such dates  first  occurs  and the  payroll
     deductions credited to  the Participant's account  will be
     returned to the Participant without interest.
      
     Section 9  Interest
      
     9.1  Payment  of Interest.   No interest  will be paid  or
     allowed on any money paid into the Plan or credited to the
     account of any Participant.
      
     Section 10  Stock
      
     10.1   Maximum  Shares of  Stock.   The maximum  number of
     shares  of Stock  which shall  be issued  under  the Plan,
     subject  to adjustment  upon changes in  capitalization of
     the Company as  provided in Section  12.3 shall be  70,000
     shares of Stock.   If the total number  of shares of Stock
     for which  options are exercised  on any Purchase  Date in
     accordance with  Section 6  exceeds the maximum  number of
     shares of  Stock for the applicable  Offering, the Company
     shall  make a pro  rata allocation of the  shares of Stock
     available  for delivery  and distribution  in as  nearly a
     uniform manner  as shall  be practicable  and as  it shall
     determine to be equitable.
      
     10.2    Participant's  Interest  in  Option  Stock.    The
     Participant will have no  interest in Stock covered by his
     option until such option has been exercised.

     10.3.  Registration of Stock.  Stock to  be delivered to a
     Participant under  the Plan will be registered in the name
     of the Participant,  or, if the Participant  so directs by
     written  notice to the  Treasurer of the  Company prior to
     the Purchase Date applicable thereto, in the names  of the
     Participant  and one such other person as may be designate
     by  the  Participant,  as  joint tenants  with  rights  of
     survivorship  or  as tenants  by  the  entireties, to  the
     extent permitted by applicable law.
      
     10.4  Restrictions on Exercise.  The Board of Directors of
     the Company may, in  its discretion, require as conditions
     to the exercise  of any option that  the shares of   Stock
     reserved  for issuance  upon  the exercise  of the  option
     shall  have  been duly  listed,  upon  official notice  of
     issuance, upon a stock exchange, and that either:
      
     (a)   a Registration Statement under the Securities Act of
          1933,  as amended,  with  respect to  said shares  of
          Stock shall be effective, or
<PAGE>
     
     (b)  the Participant shall have represented at the time of
          purchase, in  form and substance  satisfactory to the
          Company,  that it  is his  intention to  purchase the
          shares of Stock for investment and not  for resale or
          distribution.
      
     Section 11  Administration
      
     11.1   Authority  of Committee.   Subject  to the  express
     provisions of  the Plan, the Committee  shall have plenary
     authority in its discretion  to interpret and construe any
     and  all  provisions  of  the  Plan,  to adopt  rules  and
     regulations for  administering the  Plan, and to  make all
     other determinations  deemed  necessary or  advisable  for
     administering the Plan.  The Committee's determination  on
     the foregoing matters shall be conclusive.
      
     11.2  Rules Governing the Administration of the Committee.
     The  Committee  may select  one  of  its  members  as  its
     Chairman and  shall hold  its meetings  at such  times and
     places as it shall deem  advisable and may hold telephonic
     meetings.  A majority  of  its members  hall constitute  a
     quorum. All determinations of  the Committee shall be made
     by a majority  of its members.  The Committee may  correct
     any defect  or omission or reconcile  any inconsistency in
     the Plan, in the  manner and to the  extent it shall  deem
     desirable.   Any  decision  or  determination  reduced  to
     writing and signed  by a  majority of the  members of  the
     Committee  shall be as  fully effective as if  it had been
     made by a majority vote at a meeting duly called and held.
     The Committee may appoint a secretary and  shall make such
     rules and regulations  for the conduct of its  business as
     it shall deem advisable.
      
     Section 12  Miscellaneous
      
     12.1     Transferability.    Neither   payroll  deductions
     credited to  a Participant's  account nor any  rights with
     regard  to the exercise  of an option or  to receive Stock
     under the  Plan may be assigned,  transferred, pledged, or
     otherwise  disposed of in any way by the Participant.  Any
     such  attempted  assignment,  transfer,  pledge  or  other
     disposition shall  be  without  effect,  except  that  the
     Company  may treat  such act  as an  election to  withdraw
     pursuant to Section 8.1.
      
     12.2   Use of  Funds.  All payroll  deductions received or
     held  by the Company  under this  Plan may be  used by the
     Company for  any corporate  purpose and the  Company shall
     not be obligated to segregate such payroll deductions.
<PAGE>      
     12.3  Adjustment Upon Changes in Capitalization.

     (a)  If,  while any  options  are  outstanding, shares  of
          Stock   have  increased, decreased, changed  into, or
          been  exchanged for  a  different number  or kind  of
          shares  or   securities   of  the   Company   through
          reorganization,       merger,       recapitalization,
          reclassification, stock split, reverse stock split or
          similar  transaction,  appropriate and  proportionate
          adjustments  may  be made  by  the  Committee in  the
          number  and/or kind  of shares  which are  subject to
          purchase under outstanding options and  on the option
          exercise   price   or  prices   applicable   to  such
          outstanding options. In addition, in any  such event,
          the number and/or kind of shares which may be offered
          in the Offerings described  in Section 4 hereof shall
          also  be  proportionately  adjusted.  No  adjustments
          shall be  made for stock dividends.  For the purposes
          of  this  Paragraph, any  distribution  of  shares of
          Stock to shareholders in an amount aggregating 20% or
          more  of the  outstanding  shares of  Stock shall  be
          deemed a stock split  and any distributions of shares
          of Stock aggregating less than 20% of the outstanding
          shares of Stock shall be deemed a stock dividend.
      
     (b)  Upon the dissolution  or liquidation of  the Company,
          or upon  a reorganization, merger or consolidation of
          the Company with one or more corporations as a result
          of   which  the   Company   is   not  the   surviving
          corporation, or  upon a sale of  substantially all of
          the  property  or stock  of  the  Company to  another
          corporation,   the  holder   of   each  option   then
          outstanding   under  the  Plan   will  thereafter  be
          entitled to  receive at  the next Purchase  Date upon
          the  exercise of  such option  for each  share  as to
          which such  option shall  be exercised, as  nearly as
          reasonably  may be  determined, the  cash, securities
          and/or property  which a holder  of one share  of the
          Common stock was entitled  to receive upon and at the
          time  of  such transaction.  The  Board  of Directors
          shall  take   such  steps  in  connection  with  such
          transactions  as the  Board shall  deem necessary  to
          assure that the provisions of this Section 12.3 shall
          thereafter be applicable, as nearly as reasonably may
          be  determined,   in  relation  to   the  said  cash,
          securities and/or property as to which such holder of
          such option might thereafter be entitled to receive.
      
     12.4  Amendment and  Termination.  The Committee  or Board
     of Directors of the Company shall have  complete power and
     authority  to  terminate  or  amend  the  Plan;  provided,
     however,  that the  Committee  or the  Board of  Directors
<PAGE>
     shall  not, without  the approval  of the  stockholders of
     Brass Eagle Inc.:

     (a)  increase the maximum number  of shares of Stock which
          may be issued under  any Offering (except pursuant to
          Section 12.3);

     (b)  amend the  requirements as to the  class of employees
          eligible to  purchase stock under the  Plan or permit
          the members of the  Committee to purchase stock under
          the Plan. No  termination, modification, or amendment
          of the Plan  may, without the consent  of an employee
          then  having an  option  under the  Plan to  purchase
          stock, adversely  affect  the rights of such employee
          under such option.
      
     12.5  Effective  Date. The Plan shall  become effective as
     of December 1, 1997, subject to approval by the holders of
     the  majority  of the  Common  Stock of  Brass  Eagle Inc.
     present and represented at or acting informally in lieu of
     a special or annual meeting of the shareholders held on or
     before November 30, 1998.  If the Plan is not so approved,
     the Plan shall not become effective.
      
     12.6  No Employment  Rights.  The Plan does  not, directly
     or indirectly,  create any  right for  the benefit  of any
     Employee or class of employees  to purchase any shares  of
     Stock under the Plan,  or create in any Employee  or class
     of  employees any  right with  respect to  continuation of
     employment by the Company,  and it shall not be  deemed to
     interfere  in   any  way  with  the   Company's  right  to
     terminate, or  otherwise modify, an  Employee's employment
     at any time.
      
     12.7  Effect of  Plan.  The provisions of the  Plan shall,
     in accordance with its terms,  be binding upon, and  inure
     to  the  benefit  of,  all  successors  of  each  Employee
     participating in the  Plan, including, without limitation,
     such  employee's estate and  the executors, administrators
     or trustees thereof, heirs and legatees, and any receiver,
     trustee in  bankruptcy or  representative of creditors  of
     such Employee.
      
     12.8   Governing Law.   The law  of the State  of Arkansas
     will  govern all matters  relating to this  Plan except to
     the  extent it  is superseded  by the  laws of  the United
     States.



          As Approved by Shareholders November 20, 1997
<PAGE>

                                                         Exhibit 10(v)

                    INDEMNIFICATION AGREEMENT

                        MARVIN W. GRIFFIN

          This AGREEMENT is  made by and between BRASS  EAGLE
     INC.  (the  Company ) and MARVIN  W. GRIFFIN ( Griffin )
     as of November 24, 1997.

          WHEREAS,  Griffin is  currently  a Director  of the
     Company  and  the holder  of  shares  of  the  Company's
     Preferred Stock (the  Preferred Stock ); and

          WHEREAS,  as  the result  of  the  Company's recent
     recapitalization  the Company is no longer authorized to
     issue Preferred Stock and Griffin's shares  of Preferred
     Stock have been canceled (the  Recapitalization ); and

          WHEREAS, the  Company desires  to indemnify Griffin
     and  hold  him harmless  from  any  adverse  income  tax
     consequences  arising   from  or  attributable  to   the
     cancellation of the Preferred Stock.

          NOW, THEREFORE,  in consideration  of the  services
     rendered, and  to be  rendered,  by  Griffin to  and  on
     behalf of the Company, the Company agrees as follows:

          1.   The Company  shall indemnify  and hold Griffin
     harmless  from  any   adverse  income  tax  consequences
     arising from or attributable to the cancellation  of the
     shares  of   Preferred  Stock  in  connection  with  the
     Recapitalization   including    any   attorney's    fees
     associated  with  the  Recapitalization  including   any
     attorney's fees  associated with any   protest or  other
     challenge  contemplated  by   paragraph  3  hereof  (the
      Indemnification ).

          2.   The  Indemnification shall  be accomplished on
     an after-tax basis as to Griffin.

          3.   Griffin and the Company agree to cooperate  in
     protesting  or  challenging  any  assessment   or  other
     proposal  by any  taxing  authority  to impose  any  tax
     liability  arising   from   or   attributable   to   the
     cancellation of the  Preferred Stock in  connection with
     the   Recapitalization;  provided,   however,  that  the
     Company  reserves  the   right  to  require  Griffin  to
     abandon any such protest or other challenge,  subject to
     the Company's Indemnification obligation.

          4.   Griffin shall  promptly notify the Company  of
     any proposed assessment  or other attempt by any  taxing
     authority to impose  any tax liability on Griffin  which
<PAGE>
     is subject to the Company's Indemnification obligation.

          5.   This  Agreement   shall  be   binding  on  the
     Company's successors and assigns and shall inure  to the
     benefit of Griffin s heirs and asigns.

          IN  WITNESS  WHEREOF,  the  Company,  by  its  duly
     authorized officer, and  Griffin have entered  into this
     Agreement as of the day first above written.

                                   BRASS EAGLE INC.


                                   By: /s/ Lynn Scott

                                   Title: President


                                   /s/ Marvin W. Griffin
                                   MARVIN W. GRIFFIN


<PAGE>
                                                           Exhibit 10(vi)

                    INDEMNIFICATION AGREEMENT

                          E. LYNN SCOTT

          This AGREEMENT is  made by and between BRASS  EAGLE
     INC. (the  Company ) and E.  LYNN SCOTT ( Scott )  as of
     November 24, 1997.

          WHEREAS,  Scott  is  currently  an  officer and  an
     employee of the Company  and the holder of shares of the
     Company's Preferred Stock (the  Preferred Stock ); and

          WHEREAS,  as  the result  of  the  Company's recent
     recapitalization  the Company is no longer authorized to
     issue Preferred  Stock and  Scott's shares of  Preferred
     Stock have been canceled (the  Recapitalization ); and

          WHEREAS,  the  Company  desires to  indemnify Scott
     and  hold  him harmless  from  any  adverse  income  tax
     consequences  arising   from  or  attributable  to   the
     cancellation of the Preferred Stock.

          NOW, THEREFORE,  in consideration  of the  services
     rendered, and to be  rendered, by Scott to and on behalf
     of the Company, the Company agrees as follows:

          1.   The  Company  shall  indemnify and  hold Scott
     harmless  from  any   adverse  income  tax  consequences
     arising from or attributable to the cancellation  of the
     shares  of   Preferred  Stock  in  connection  with  the
     Recapitalization   including    any   attorney's    fees
     associated   with  any   protest  or   other   challenge
     contemplated     by    paragraph     3    hereof    (the
      Indemnification ).

          2.   The  Indemnification shall  be accomplished on
     an after-tax basis as to Scott.

          3.   Scott  and the Company  agree to  cooperate in
     protesting  or  challenging   any  assessment  or  other
     proposal  by any  taxing  authority  to impose  any  tax
     liability   arising   from   or   attributable  to   the
     cancellation of the  Preferred Stock in connection  with
     the   Recapitalization;  provided,   however,  that  the
     Company reserves the  right to require Scott to  abandon
     any  such protest  or other  challenge, subject  to  the
     Company's Indemnification obligation.

          4.   Scott  shall promptly  notify  the  Company of
     any proposed assessment  or other attempt by any  taxing
     authority to impose any  tax liability on Scott which is
     subject to the Company's Indemnification obligation.
<PAGE>
          5.   This  Agreement  shall  be   binding  on   the
     Company's successors and assigns and shall inure  to the
     benefit of Scott's heirs and assigns.

          IN  WITNESS  WHEREOF,  the  Company,  by  its  duly
     authorized  officer, and  Scott  have entered  into this
     Agreement as of the day first above written.

                                BRASS EAGLE INC.


                                By:  /s/  Daniel I. Obergfill

                                Title:  Vice President, Sales


                                /s/ E. Lynn Scott
                                E. LYNN SCOTT

<PAGE>

                                                         Exhibit 10(vii)

                   TAX ALLOCATION AGREEMENT

     This AGREEMENT  dated November 24, 1997,  by and between
BRASS EAGLE  INC. ( Brass  Eagle ), a   Delaware corporation,
and  DAISY   MANUFACTURING  COMPANY   ( Daisy ),  a  Delaware
corporation.

     WHEREAS, Brass Eagle and Daisy have operated as separate
operating divisions of the same corporation; and

     WHEREAS,  contemporaneous  with the  execution  of  this
agreement   the   operating  assets   of   Daisy  are   being
contributed to  a separate  corporation and  Daisy and  Brass
Eagle will become  members of an  affiliated group as defined
in  Section 1504(a) of  the  Internal  Revenue  Code  of 1986,
as amended  (the  "Code") and  will file a  U.S. consolidated
income tax return for the current taxable year; and

     WHEREAS, contemporaneous  with  the  execution  of  this
Agreement,  Brass  Eagle is  making  a  distribution  to  its
shareholders of all  of the issued and outstanding shares  of
the  preferred  and common  stock of  Daisy in  a transaction
structured  in  accordance  with  Section 355   of  the  Code
(the Transaction ); and

     WHEREAS,  it is  the intent  and desire  of the  parties
hereto  that  a method  be  established  for  allocating  the
federal and  state tax  liabilities between  Daisy and  Brass
Eagle as separate  divisions and as  separate members  of the
affiliated group prior  to the  Transaction, for  reimbursing
Brass   Eagle  for   the  payment   of  any   tax   liability
attributable to Daisy,  for   compensating any party for  the
use  of its  losses or  tax credits,  and to  provide for the
allocation  and  payment   of  any  refund  arising  from   a
carryback of  losses or tax  credits from subsequent  taxable
years.

     NOW,   THEREFORE,  in   consideration  of   the   mutual
covenants and promises contained  herein, the parties  hereto
agree as follows:

     1.   Brass Eagle  shall file  a U.S.  income tax  return
including the  income or loss of Daisy as a division and as a
separate  corporation  through  the  effective  date  of  the
Transaction.   Daisy shall execute and  file  such  consents,
elections   and  other  documents  that  may be  required  or
appropriate for the proper filing of such  return.  The items
of  income,  deduction, credit and losses of  Daisy from  and
after  the  effective  date  of  the  Transaction   shall  be
reported on  a separate return  filed  by  Daisy.  Thus,  the
<PAGE>
parties  will treat  the taxable year  of Daisy as consisting
of  two   short tax  years,  the  first of which  shall  have
begun on the first  day of Daisy's tax year and ending on the
effective  date  of  the Transaction ( Pre-Transaction  Short
Year ), and  the  second  of  which shall have  begun  on the
day after the  effective date of the  Transaction and  end on
the last day of Daisy's taxable year.

     2.   For  each taxable  period,  Brass Eagle  and  Daisy
shall   compute  their   separate   federal  and   state  tax
liabilities  ("Separate Return  Liability")  as if  each  had
filed  separate  tax  returns.  To  the  extent  that   there
is taxable income and tax of Daisy  for  the  Pre-Transaction
Short Year, Daisy shall reimburse  and  pay  to  Brass  Eagle
the  amount   of   its   separately  computed  tax  liability
attributable  to  such  income  included  on   Brass  Eagle's
consolidated   return.   Such   Separate   Return   Liability
shall be computed in a manner consistent with  the principals
of  Reg.  Section 1.1502-33(d)(3)  (using  100%)  as  if  the
Daisy  division  had  been  a  separate  subsidiary  for  the
entire taxable year.

     3.   For purposes of  computing Daisy's separate federal
and  state tax  liabilities for  the Pre-  Transaction  Short
Year, any gain or  loss recognized in the contribution of the
Daisy assets  to a separate  corporation shall be  considered
the gain of Daisy.

     4.   For  purposes  of  computing  the  Separate  Return
Liabilities  and consolidated  tax liabilities  of Daisy  and
Brass Eagle  no consideration  will be  given to  alternative
minimum taxes due for 1997.

     5.    For  purposes  of  computing  the Separate  Return
Liabilities of  Daisy and Brass  Eagle, all  loss and  credit
carryovers  from  1996 and  prior  years  including  but  not
limited to federal net operating losses, state  net operating
losses, charitable contribution  deduction carryovers and any
credits shall be deemed to have been incurred by Daisy.

     6.   Payment of the  tax liability for a taxable  period
in  which Dairy  and Brass  Eagle file  a consolidated return
shall include  the payment of  estimated tax installment  due
for such  taxable period and  Daisy shall  pay and  reimburse
Brass  Eagle for  Daisy's share  of each  payment within  ten
(10) days  of  receiving notice  of such  payment from  Brass
Eagle, but  in no event later than the due date for each such
estimated  tax  installment  payment.    Any  overpayment  of
estimated tax attributable to  the Pre-Transaction Short Year
taxable income of Daisy shall be refunded to Daisy.

     7.   If   Daisy's  Separate  Return  Liability  for  the
Pre-Transaction  Short  Year  exceeds  the  consolidated  tax
<PAGE>
liability of  Daisy and Brass  Eagle for the  Pre-Transaction
Short  Year as  a result  of the  use of  any  losses or  tax
credits of  Brass Eagle then Daisy  shall pay  to Brass Eagle
such excess  within ten  (10) days  after the  filing of  the
Brass Eagle return for the calendar year.

     8.   If  Brass Eagle's Separate Return Liability for the
entire year exceeds  the consolidated tax liability for  such
year as  a result of the use of any losses  or tax credits of
Daisy, then  Brass  Eagle  shall  pay to  Daisy  such  excess
within ten (10)  days after the filing  of the return for the
calendar year.

     9.   If,  and  to   the  extent,  any  loss  or   credit
allocable to Daisy is  carried back or forward by Brass Eagle
and results in a  reduction in federal or state taxes payable
by Brass  Eagle,  then Brass  Eagle  shall  pay to  Daisy  an
amount  equal  to   the  difference  between  taxes  computed
without  consideration of  the carryback  or carryforward and
the  taxes  actually due  and  paid.  For  this purpose,  any
utilization  of  the  credit  for alternative  minimum  taxes
previously  paid in  1996 and prior  years shall  be a credit
for  which payment  is  due Daisy.    The amount  so computed
shall be paid to Daisy  within ten (l0) days after the filing
of the Brass Eagle  return for the year  in which the loss or
credit is utilized.  Notwithstanding the previous  provision,
no amount  shall  be payable  pursuant to  this provision  as
long as  amounts are due Brass  Eagle pursuant  to Section 10
below. Other  than as provided in  this Section  9, no refund
or reduction in  tax liability arising from the carryback  or
carryover  of  any unused  loss  or tax  credit allocable  to
Brass Eagle  shall be paid to  Daisy. Any  such benefit shall
be retained  by Brass Eagle and  Brass Eagle  shall have sole
and  absolute discretion  in determining  whether or  not  an
election, where  allowable, should be  made not to  carryback
part or  all of  any separate  or consolidated net  operating
loss or credit for any taxable year. 

     10.  Brass Eagle and  Daisy understand that it is  Brass
Eagle's  intent to  terminate its   LIFO  election  effective
January  1,  1997.   To  the  extent   the  LIFO  reserve  is
includable  in  income  ("Section  481(a) adjustment")  as  a
result  of  the termination  then Daisy  shall  pay  to Brass
Eagle  the federal  and state  taxes due  as a  result of the
inclusion.  For purpose  of computing  the amount  due  Brass
Eagle,  any Section  481(a)  adjustment  includable in  Brass
Eagle's  consolidated  return for  the  current taxable  year
shall  be  considered  to be  Daisy's  income  for  the  Pre-
Transaction   Short  Year  and  be  considered  in  computing
Daisy's Separate Return Liability. To the extent  any Section
481(a) adjustment  is includable in  Brass Eagle's income  in
any subsequent taxable year, the amount  due from Daisy shall
<PAGE>
be equal  to the  difference between  the actual  regular tax
due and the regular tax liability  computed on the income  of
Brass   Eagle  before   inclusion  of   the  Section   481(a)
adjustment.   To  the extent  taxable income when  reduced by
the  Section  481(a) adjustment  is negative,  the recomputed
tax  liability  of  Brass  Eagle  shall  be  a  refund amount
computed by  multiplying the negative  income by the  highest
combined marginal federal and state tax rates to  which Brass
Eagle could  be  subject in  the year  the calculation  under
this  Section   10  is   being  made.   Net  operating   loss
carryforwards and  credit carryforwards, but not  carrybacks,
if any, will be considered in  computing the amount due  from
Daisy.   For this  purpose, no consideration will be given to
any  alternative   minimum  tax  nor   to  any  credits   for
alternative  minimum tax  paid  to  the extent  generated  in
years subsequent to 1996.  The amount due  Brass Eagle  shall
be paid by  Daisy within ten (10)  days of the filing of  the
returns  for Brass  Eagle for the  year in  which the Section
481(a) adjustment is included in income.

     Notwithstanding provisions of  Sections 9 and 10 to  the
contrary, if  any  amount is  due  to  Daisy by  Brass  Eagle
pursuant  to  Section  9  above  while  any   Section  481(a)
adjustment remains  to be includable  in the  income of Brass
Eagle and  for which an amount will be due  Brass Eagle, then
no amount  will be paid  to either party  by the other  until
the carryovers  of losses and credits  for which  Daisy is to
be reimbursed have been fully absorbed by Brass Eagle.

     11.   If  the tax  liability is  adjusted for  the  Pre-
Transaction Short Year or any prior taxable year, whether  by
means  of an  amended return, claim  for refund  or after tax
audit by the Internal  Revenue Service, the liability of each
member  shall   be  recomputed   to  give   effect  to   such
adjustments, and, in the  case of a refund, Brass Eagle shall
make payment  to  Daisy for  its proportionate  share of  the
refund,  if any, determined  in the  same manner as described
in Paragraph 2 above, within ten  (10) days after the  refund
is received by Daisy.  In the case of an     increase in  tax
liability, Daisy shall  pay and/or reimburse Brass Eagle  for
its  allocable   share  of  such   increased  tax   liability
attributable to  adjustments of  Daisy within  ten (10)  days
after receiving notice of such liability from Brass Eagle.

     12.  This Agreement shall apply to Daisy's  taxable year
ending  on the  effective  date  of the  Transaction  and the
taxable year of Brass Eagle  in which the Transaction occurs.
Notwithstanding  the effective  date of  this  Agreement, the
obligations and  duties under  this Agreement  shall continue
in effect with respect to the  payment of any additional  tax
refunds due  for all taxable  periods prior  to the effective
date of the Transaction.
<PAGE>
     13.  This Agreement shall  be binding upon and inure  to
the benefit  of any successor,  whether by statutory  merger,
acquisition of substantially all of the assets  or otherwise,
to any of the  parties hereto, to the  same extent as if such
successor had been an original party hereto.

     14.  The  parties  agree  to timely  provide  each other
with that  information, including,  but not  limited to,  tax
returns and  workpapers necessary to  verify the amounts  due
pursuant to this Agreement.

     IN  WITNESS  WHEREOF,  the  parties  have  caused   this
Agreement  to  be executed  as  of  the  day  and year  first
written above.

                              BRASS EAGLE INC.

                              By: /s/ E. Lynn Scott
                                      E. Lynn Scott, President


                              DAISY MANUFACTURING COMPANY

                              By: /s/ Marvin Griffin
                                      Marvin Griffin, President


<PAGE>
                                                       Exhibit 10(viii)


                     ADMINISTRATIVE AGREEMENT

          This Agreement effective the 24th day of November,
     1997,  is by  and between Daisy  Manufacturing Company,
     Inc., a Delaware corporation, 2111 South Eighth Street,
     Rogers,  Arkansas    72758 ("Daisy"),  and  Brass Eagle
     Inc., a  Delaware  corporation, 1203A  N.  6th  Street,
     Rogers, Arkansas  72756 ("B E")

        The parties hereby agree as follows:

         1.   Daisy   will   provide   the   following employee
         services  for a  total fee of  $37,598.00  per month:

              (a)  MIS and Software Support Including:
                   (i)    Telephone  service  for  voice and data;
                   (ii)   Computer  hardware, equipment, links and hookups;  
                   (iii)  Software programs  to run the business -e.g. MRP II;
                   (iv)   Host facilities for  data and backup;
                   (v)    Employee services.
              $7,708.00 per month.

              (b)  Legal Including:
                   (i)    Supervising all litigation, insurance (property 
                          and casualty and product liability  matters);
                   (ii)   Work on all B E contracts;
                   (iii)  Routine  legal  review of transactions, employee-
                          related  legal  problems, and  miscellaneous legal
                          matters;
                   (iv)   Corporate secretarial and  Board of Directors.
               $7,613.00 per month.

              (c)  Human Resources -  Consult  and  Advise Regarding:
                   (i)    Assistance  with  hiring,  firing,  HR  procedures
                          and  functions;

                   (ii)   Compliance  with  HR-related  laws;
                   (iii)  Payroll  and  related  services;
                   (iv)   Group medical, life, A.D. & D,  401(K).
               $1,042.00 per month
<PAGE>
               (d)  Accounts Receivable and Credit Including:
                   (i)   Review  and  credit-related  decisions;
                   (ii)  Collections  of  delinquent  accounts;
               $7,235.00 per month.

               (e)  Operations Support Including:
                    (i)   Warehousing and shipping out of the Rogers
                          facility until  December 31, 1997, and  out of
                          the  Neosho  Missouri facility  in 1998.
                $14,000.00 per month.

          2.   Full time employees shall  provide these  services on
          an  as needed  basis. If  B E  should  decide  that any  of
          the services  are no  longer  needed, or Daisy should decide
          they can no longer  provide such services then an equitable
          adjustment shall  be  made  in  the monthly  fee,  by  mutual
          agreement  of the  parties.   To  the  extent B  E  requires
          outside  consultants to assist in  any of  the  above  areas,
          B E  shall hire  and  pay  such  outside consultants directly.

          3.   The  term of  this  Agreement  shall  be  until  December
          31,  1998.    Unless either  party  gives thirty  days  prior
          written  notice, it shall  be renewed for a  like one-year term 
          on  an annual  basis.   Provided,  however, this  Agreement shall
          terminate no later than December 31, 2001.

          4.   Daisy  shall  exercise ordinary  care in  providing these
          services to B E, and said services  shall be consistent with a
          quality level usual and  customary in the industry.  Daisy shall
          be liable to  B E  for failure  at  such  services  only in the
          case of gross negligence or willful misconduct.

          5.   This  Agreement  shall  be  governed  according to the laws 
          of the State of Arkansas.


          Executed  and  agreed to  the  date first  written  above.


     Daisy Manufacturing Company, Inc.            Brass Eagle, Inc.

     By:  /s/ John D. Flynn                       By:  /s/  Lynn Scott

     Title:  Vice President, General Counsel      Title:   President

<PAGE>

                                                               Exhibit 11(i)

                            BRASS EAGLE INC.

              STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
                              (Unaudited)
           

                                          Three Months       Nine Months
                                              Ended             Ended 
                                          September 30,      September 30, 
                                              1997               1997
                                              ----               ----
Net income per share

Common  shares outstanding prior to the
  offering                                 4,608,871          4,608,871

Weighted average options and options
  treated as common share equivalents
  pursuant to SEC Staff Accounting
  Bulletin Topic 4d                          427,703            430,834

Shares treated as common share
  equivalents pursuant to SEC 
  Accounting Bulletin Topic 1b3              318,091            318,091
                                        ------------       ------------

Total  common and common equivalent
  shares                                   5,354,665          5,357,796
                                        ============       ============

Net income                              $    951,000       $  2,071,000
                                        ============       ============
Net income per common and common
  equivalent  share                     $        .18       $        .39   
                                        ============       ============
Pro forma net income per share

Common shares outstanding - prior to
  the offering                             4,608,871          4,608,871

Common shares sold in the offering,
  including overallotments                 2,616,250          2,616,250

Weighted average options and options
  treated as common share equivalents
  pursuant to SEC Staff Accounting 
  Bulletin Topic 4d                          427,703            430,834

Pro forma weighted average number of
  shares of common stock and common
  stock equivalents                        7,652,824          7,655,955
                                           =========          =========
<PAGE>
Pro forma net income                      $  979,000         $2,175,000
                                          ==========          =========
Pro forma net income per common
  and common equivalent share                   $.13               $.28
                                          ==========          =========