EXHIBIT 3.1

                           CERTIFICATE OF DESIGNATIONS
                                       OF
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                       OF
                           THE SPORTS AUTHORITY, INC.
                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)
                  ----------------------------------------------

         The Sports Authority, Inc., a Delaware corporation (the "Corporation"),
hereby certifies that, at a meeting duly called and held on September 22, 1998,
the following resolution was adopted by the Board of Directors of the
Corporation in accordance with Article FOURTH of its Restated Certificate of
Incorporation and Section 151(g) of the General Corporation Law providing for a
Series of Preferred Stock designated as the Series A Junior Participating
Preferred Stock:

                  RESOLVED, that pursuant to the authority expressly vested in
         the Board of Directors of The Sports Authority, Inc. (the
         "Corporation") by Article FOURTH of the Restated Certificate of
         Incorporation of the Corporation, the Board of Directors hereby fixes
         the voting powers, designations, preferences and other special rights
         and qualifications, limitations and restrictions of the first series of
         the Preferred Stock, par value $.01 per share, which shall consist of
         100,000 shares and shall be designated as Series A Junior Participating
         Preferred Shares (the "Series A Preferred Shares"), as follows:

         SPECIAL TERMS OF THE SERIES A PREFERRED SHARES

                  SECTION 1.        DIVIDENDS AND DISTRIBUTIONS.

                  (a) The rate of dividends payable per share of Series A
         Preferred Shares on the first day of January, April, July and October
         in each year or such other quarterly payment date as shall be specified
         by the Board of Directors (each such date being referred to herein as a
         "Quarterly Dividend Payment Date"), commencing on the first Quarterly
         Dividend Payment Date after the first issuance of a share or fraction
         of a share of the Series A Preferred Shares, shall be (rounded to the
         nearest cent) equal to the greater of (i) $10.00 or (ii) subject to the
         provision for adjustment hereinafter set forth, 1,000 times the
         aggregate per share amount of all cash dividends, and 1,000 times the
         aggregate per share amount (payable in cash, based upon the fair market
         value at the time the non-cash dividend or other distribution is
         declared or paid as determined in good faith by the Board of Directors)
         of all non-cash dividends or other distributions other than a dividend
         payable in shares of Common Stock or a subdivision of the outstanding
         shares of 


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         Common Stock (by reclassification or otherwise), declared on the
         Common Stock, $.01 par value per share, of the Corporation since the
         immediately preceding Quarterly Dividend Payment Date, or, with
         respect to the first Quarterly Dividend Payment Date, since the first
         issuance of any share or fraction of a share of the Series A Preferred
         Shares. Dividends on the Series A Preferred Shares shall be paid out
         of funds legally available for such purpose. In the event the
         Corporation shall at any time after October 5, 1998 (the "Rights
         Declaration Date") (i) declare any dividend on Common Stock payable in
         shares of Common Stock, (ii) subdivide the outstanding shares of
         Common Stock, or (iii) combine the outstanding shares of Common Stock
         into a smaller number of shares, then in each such case the amounts to
         which holders of Series A Preferred Shares were entitled immediately
         prior to such event under clause (ii) of the preceding sentence shall
         be adjusted by multiplying each such amount by a fraction the
         numerator of which is the number of shares of Common Stock outstanding
         immediately after such event and the denominator of which is the
         number of shares of Common Stock that were outstanding immediately
         prior to such event.

                  (b) Dividends shall begin to accrue and be cumulative on
         outstanding Series A Preferred Shares from the Quarterly Dividend
         Payment Date next preceding the date of issue of such Series A
         Preferred Shares, unless the date of issue of such shares is prior to
         the record date for the first Quarterly Dividend Payment Date, in which
         case dividends on such shares shall begin to accrue from the date of
         issue of such shares, or unless the date of issue is a Quarterly
         Dividend Payment Date or is a date after the record date for the
         determination of holders of Series A Preferred Shares entitled to
         receive a quarterly dividend and before such Quarterly Dividend Payment
         Date, in either of which events such dividends shall begin to accrue
         and be cumulative from such quarterly Dividend Payment Date. Accrued
         but unpaid dividends shall not bear interest. Dividends paid on the
         Series A Preferred Shares in an amount less than the total amount of
         such dividends at the time accrued and payable on such shares shall be
         allocated pro rata on a share-by-share basis among all such shares at
         the time outstanding.

                    SECTION 2. VOTING RIGHTS. In addition to any other voting
          rights required by law, the holders of Series A Preferred Shares shall
          have the following voting rights:

                  (a) Subject to the provision for adjustment hereinafter set
         forth, each Series A Preferred Share shall entitle the holder thereof
         to 1,000 votes on all matters submitted to a vote of the stockholders
         of the Corporation. In the event the Corporation shall at any time
         after the Rights Declaration Date (i) declare any dividend on Common
         Stock payable in shares of Common Stock, (ii) subdivide the outstanding
         shares of Common Stock, or (iii) combine the outstanding shares of
         Common Stock into a smaller number of shares, then in each such case
         the number of votes per share to which holders of Series A Preferred
         Shares were 

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         entitled immediately prior to such event shall be adjusted by
         multiplying such number by a fraction the numerator of which is the
         number of shares of Common Stock outstanding immediately after such
         event and the denominator of which is the number of shares of Common
         Stock that were outstanding immediately prior to such event.

                  (b) In the event that dividends upon the Series A Preferred
         Shares shall be in arrears to an amount equal to six full quarterly
         dividends thereon, the holders of such Series A Preferred Shares shall
         become entitled to the extent hereinafter provided to vote
         noncumulatively at all elections of directors of the Corporation, and
         to receive notice of all stockholders' meetings to be held for such
         purpose. At such meetings, to the extent that directors are being
         elected, the holders of such Series A Preferred Shares voting as a
         class shall be entitled solely to elect two members of the Board of
         Directors of the Corporation; and all other directors of the
         Corporation shall be elected by the other stockholders of the
         Corporation entitled to vote in the election of directors. Such voting
         rights of the holders of such Series A Preferred Shares shall continue
         until all accumulated and unpaid dividends thereon shall have been paid
         or funds sufficient therefor set aside, whereupon all such voting
         rights of the holders of shares of such series shall cease, subject to
         being again revived from time to time upon the reoccurrence of the
         conditions above described as giving rise thereto.

                  At any time when such right to elect directors separately as a
         class shall have so vested, the Corporation may, and upon the written
         request of the holders of record of not less than 20% of the then
         outstanding total number of shares of all the Series A Preferred Shares
         having the right to elect directors in such circumstances shall, call a
         special meeting of holders of such Series A Preferred Shares for the
         election of directors. In the case of such a written request, such
         special meeting shall be held within 90 days after the delivery of such
         request, and, in either case, at the place and upon the notice provided
         by law and in the By-laws of the Corporation; provided, that the
         Corporation shall not be required to call such a special meeting if
         such request is received less than 120 days before the date fixed for
         the next ensuing annual or special meeting of stockholders of the
         Corporation. Upon the mailing of the notice of such special meeting to
         the holders of such Series A Preferred Shares, or, if no such meeting
         be held, then upon the mailing of the notice of the next annual or
         special meeting of stockholders for the election of directors, the
         number of directors of the Corporation shall, ipso facto, be increased
         to the extent, but only to the extent, necessary to provide sufficient
         vacancies to enable the holders of such Series A Preferred Shares to
         elect the two directors hereinabove provided for, and all such
         vacancies shall be filled only by vote of the holders of such Series A
         Preferred Shares as hereinabove provided. Whenever the number of
         directors of the Corporation shall have been increased, the number as
         so increased may thereafter be further increased or decreased in such
         manner as may be permitted by the By-

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         laws and without the vote of the holders of Series A Preferred Shares,
         provided that no such action shall impair the right of the holders of
         Series A Preferred Shares to elect and to be represented by two
         directors as herein provided.

                  So long as the holders of Series A Preferred Shares are
         entitled hereunder to voting rights, any vacancy in the Board of
         Directors caused by the death or resignation of any director elected by
         the holders of Series A Preferred Shares, shall, until the next meeting
         of stockholders for the election of directors, in each case be filled
         by the remaining director elected by the holders of Series A Preferred
         Shares having the right to elect directors in such circumstances.

                  Upon termination of the voting rights of the holders of any
         series of Series A Preferred Shares the terms of office of all persons
         who shall have been elected directors of the Corporation by vote of the
         holders of Series A Preferred Shares or by a director elected by such
         holders shall forthwith terminate.

                  (c) Except as otherwise provided herein, in the Restated
         Certificate of Incorporation of the Corporation or by law, the holders
         of Series A Preferred Shares and the holders of Common Stock (and the
         holders of shares of any other series or class entitled to vote
         thereon) shall vote together as one class on all matters submitted to a
         vote of stockholders of the Corporation.

                  SECTION 3. REACQUIRED SHARES. Any Series A Preferred Shares
         purchased or otherwise acquired by the Corporation in any manner
         whatsoever shall be retired and canceled promptly after the acquisition
         thereof. All such shares shall upon their cancellation become
         authorized but unissued Series Preferred Stock and may be reissued as
         part of a new series of Series Preferred Stock to be created by
         resolution or resolutions of the Board of Directors.

                  SECTION 4. LIQUIDATION, DISSOLUTION OR WINDING UP. In the
         event of any voluntary or involuntary liquidation, dissolution or
         winding up of the Corporation, the holders of Series A Preferred Shares
         shall be entitled to receive the greater of (a) $100.00 per share, plus
         accrued dividends to the date of distribution, whether or not earned or
         declared, or (b) an amount per share, subject to the provision for
         adjustment hereinafter set forth, equal to 1,000 times the aggregate
         amount to be distributed per share to holders of Common Stock. In the
         event the Corporation shall at any time after the Rights Declaration
         Date (i) declare any dividend on Common Stock payable in shares of
         Common Stock, (ii) subdivide the outstanding shares of Common Stock, or
         (iii) combine the outstanding shares of Common Stock into a smaller
         number of shares, then in each such case the amount to which holders of
         Series A Preferred Shares were entitled immediately prior to such event
         pursuant to clause (b) of the preceding sentence shall be adjusted by
         multiplying such amount by a fraction the numerator of which is the
         number of shares of Common Stock outstanding immediately after 

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          such event and the denominator of which is the number of shares of
          Common Stock that were outstanding immediately prior to such event.

                  SECTION 5. CONSOLIDATION, MERGER, ETC. In case the Corporation
         shall enter into any consolidation, merger, combination or other
         transaction in which the shares of Common Stock are exchanged for or
         changed into other stock or securities, cash and/or any other property,
         then in any such case the Series A Preferred Shares shall at the same
         time be similarly exchanged or changed in an amount per share (subject
         to the provision for adjustment hereinafter set forth) equal to 1,000
         times the aggregate amount of stock, securities, cash and/or any other
         property (payable in kind), as the case may be, into which or for which
         each share of Common Stock is changed or exchanged. In the event the
         Corporation shall at any time after the Rights Declaration Date (i)
         declare any dividend on Common Stock payable in shares of Common Stock,
         (ii) subdivide the outstanding shares of Common Stock, or (iii) combine
         the outstanding shares of Common Stock into a smaller number of shares,
         then in each such case the amount set forth in the preceding sentence
         with respect to the exchange or change of shares of Series A Preferred
         Shares shall be adjusted by multiplying such amount by a fraction the
         numerator of which is the number of shares of Common Stock outstanding
         immediately after such event and the denominator of which is the number
         of shares of Common Stock that were outstanding immediately prior to
         such event.

                  SECTION 6. NO REDEMPTION. The Series A Preferred Shares shall
         not be redeemable.

                  SECTION 7. RANKING. The Series A Preferred Shares shall rank
         junior to all other series of the Corporation's Series Preferred Stock
         as to the payment of dividends and the distribution of assets, unless
         the terms of any such series shall provide otherwise.

                  SECTION 8. FRACTIONAL SHARES. Series A Preferred Shares may be
         issued in fractions of a share which shall entitle the holder, in
         proportion to such holder's fractional shares, to exercise voting
         rights, receive dividends, participate in distributions and to have the
         benefit of all other rights of holders of Series A Preferred Shares.

         IN WITNESS WHEREOF, this Certificate of Designations is executed on
behalf of the Corporation this 22nd day of September, 1998.

                                            THE SPORTS AUTHORITY, INC.

                                            By:  /s/ JACK A. SMITH
                                                 ------------------------------
                                            Name:    Jack A. Smith
                                            Title:   Chairman of the Board

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