<PAGE>
 
                                   Form 10-Q

                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)  OF  THE  SECURITIES
    EXCHANGE ACT OF 1934
For  the  quarterly  period  ended  November 1, 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  0-5648

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

     DELAWARE                                              74-1031691
--------------------------------------------------------------------------------
   (State or other jurisdiction of incorporation        (I.R.S. Employer
     or organization)                                    Identification No.)

                     2302  MAXWELL  LANE,  HOUSTON,  TEXAS
                                     77023
--------------------------------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                (713)  928-3171
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                   NO CHANGE
--------------------------------------------------------------------------------
 (Former  name, former address and former fiscal year, if changed since last 
  report)

      INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE  SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.

YES    X        NO
    ------        ------

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

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

                                          OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
                                                    CONSOLIDATED BALANCE SHEETS
                                      NOVEMBER 1, 1997, FEBRUARY 1, 1997 AND NOVEMBER 2, 1996
                                                          (IN THOUSANDS)

                                                                     NOVEMBER 1,   FEBRUARY 1,   NOVEMBER 2,      
                                                                         1997          1997          1996         
                                                                     -----------   -----------   -----------      
                                                                     (UNAUDITED)                 (UNAUDITED)      
                         ASSETS                                                                                   
<S>                                                                  <C>             <C>          <C> 
CURRENT ASSETS                                                                                                    
  CASH AND CASH EQUIVALENTS                                          $       491   $       437    $      493          
  ACCOUNTS RECEIVABLE, LESS ALLOWANCE OF                                                                          
    $225 NOV 97, $225 FEB 97 AND $393 NOV 96                               1,517         3,771         1,777          
  MERCHANDISE INVENTORIES                                                117,270       107,609       143,163          
  PREPAID EXPENSES AND OTHER                                               3,552         4,143         7,869          
                                                                     -----------   -----------   -----------      
          TOTAL CURRENT ASSETS                                           122,830       115,960       153,302          
                                                                                                                  
PROPERTY, PLANT AND EQUIPMENT, AT COST                                    94,336        98,446       100,128          
    LESS ACCUMULATED DEPRECIATION AND                                                                             
      AMORTIZATION                                                        49,678        54,073        55,766          
                                                                     -----------   -----------   -----------      
          NET PROPERTY, PLANT AND EQUIPMENT                               44,658        44,373        44,362          
                                                                                                                  
OTHER ASSETS                                                                 363           401           527          
                                                                     -----------   -----------   -----------      
                                                                     $   167,851   $   160,734   $   198,191        
                                                                     ===========   ===========   =========== 
          LIABILITIES AND STOCKHOLDERS' EQUITY                                                                    
CURRENT LIABILITIES                                                                                               
  CURRENT MATURITIES OF LONG-TERM OBLIGATIONS                        $       646   $       776   $       874          
  TRADE ACCOUNTS PAYABLE                                                  47,331        45,704        55,746          
  ACCRUED LIABILITIES                                                     16,148        18,231        19,380          
  INCOME TAXES                                                                45         4,529         4,347          
  STORE CLOSING RESERVE                                                    4,242         7,311           246          
                                                                     -----------   -----------   -----------      
          TOTAL CURRENT LIABILITIES                                       68,412        76,551        80,593          
                                                                                                                  
LONG-TERM OBLIGATIONS                                                     57,429        42,397        62,902          
                                                                                                                  
OTHER NONCURRENT LIABILITIES                                               5,475         5,655         3,508          
                                                                                                                  
STOCKHOLDERS' EQUITY                                                                                              
  COMMON STOCK                                                             5,830         5,830         5,830          
  ADDITIONAL CAPITAL                                                       4,153         4,068         4,032          
  RETAINED EARNINGS                                                       26,573        26,254        41,347          
  LESS TREASURY STOCK, AT COST                                               (21)          (21)          (21)         
                                                                     -----------   -----------   -----------      
          STOCKHOLDERS' EQUITY                                            36,535        36,131        51,188          
                                                                     -----------   -----------   -----------      
                                                                     $   167,851   $   160,734   $   198,191        
                                                                     ===========   ===========   ===========      

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>
                                           OSHMAN'S SPORTING GOODS, INC, AND SUSIDIARIES
                                               CONSOLIDATED STATEMENTS OF OPERATIONS
                                                FOR THE THREE AND NINE MONTHS ENDED
                                               NOVEMBER 1, 1997 AND NOVEMBER 2, 1996
                                                            (UNAUDITED)
                                               (in thousands, except per share data)

                                                                 THREE MONTHS ENDED               NINE MONTHS ENDED
                                                             1997               1996            1997             1996
                                                         -------------      -------------   -------------     -------------
     <S>                                                 <C>                <C>             <C>               <C> 
       NET SALES                                         $      69,608      $      78,859   $     240,953     $     253,578
                                                                                                           
       COST OF GOODS SOLD                                       43,971             49,660         156,986           167,847  
                                                         -------------      -------------   -------------     -------------
                                                                                                           
                 GROSS PROFIT                                   25,637             29,199          83,967            85,731   
                                                                                                                              
       OPERATING EXPENSES                                                                                                     
         SELLING AND ADMINISTRATIVE EXPENSES                    27,359             30,714          87,390            91,659   
         PRE-OPENING EXPENSES                                      401              1,018           1,411             2,998   
         STORE CLOSING PROVISION                                     6               (185)           (682)            1,140   
         MISCELLANEOUS INCOME                                      (15)              (420)         (3,021)             (820)  
                                                         -------------      -------------   -------------     -------------
                                                                                                                              
                 OPERATING LOSS                                 (2,114)            (1,928)         (1,131)           (9,246)  
                                                                                                                              
       INTEREST EXPENSE, NET                                       406                953           2,579             2,801   
                                                         -------------      -------------   -------------     -------------
                                                                                                                              
       LOSS BEFORE INCOME TAXES                                 (2,520)            (2,881)         (3,710)          (12,047)  
                                                                                                                              
       INCOME TAX(BENEFIT)                                      (4,108)                14          (4,029)              110   
                                                         -------------      -------------   -------------     -------------
                                                                                                                              
                 NET EARNINGS(LOSS)                      $       1,588      $      (2,895)  $         319     $     (12,157)  
                                                         =============      =============   =============     =============
                                                                                                                              
                                                                                                                              
       EARNINGS(LOSS) PER COMMON AND COMMON                                                                                   
         EQUIVALENT SHARE                                $         .27      $        (.50)  $         .05     $       (2.09)  
                                                         =============      =============   =============     =============
                                                                                                                              
                                                                                                                              
       WEIGHTED AVERAGE NUMBER OF COMMON                                                                                      
         AND COMMON EQUIVALENT SHARES                    $       5,961      $       5,830   $       5,931     $       5,828    
                                                         =============      =============   =============     =============

       SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>

                                          OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
                                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  FOR THE NINE MONTHS ENDED NOVEMBER 1, 1997 AND NOVEMBER 2, 1996
                                                            (UNAUDITED)
                                                          (in thousands)

                                                                                      1997               1996
                                                                                   -----------       -----------
<S>                                                                                <C>                <C> 
CASH FLOWS OF OPERATING ACTIVITIES:
  NET INCOME(LOSS)                                                                 $       319       $   (12,157)
  ADJUSTMENTS TO RECONCILE NET CASH (USED)PROVIDED BY OPERATING ACTIVITIES:
    DEPRECIATION AND AMORTIZATION                                                        5,172             4,979
    RECOVERIES OF LOSSES ON ACCOUNTS RECEIVABLE                                              -                (7)
    CHARGE TO RESERVE FOR CORPORATE RESTRUCTURING, NET OF
      DEPRECIATION AND AMORTIZATION                                                         (1)             (234)
    CHARGE TO RESERVE FOR STORE CLOSINGS                                                (7,439)                -
    (RECOVERY)PROVISION FOR STORE CLOSINGS, NET                                         (1,312)              861
    STOCK OPTION AND BONUS PLAN EXPENSE                                                     85               132
    (GAIN)LOSS ON DISPOSITION OF FIXED ASSETS                                           (2,283)              126
    AMORTIZATION OF DEFERRED RENTAL ALLOWANCES                                            (269)             (176)
    CHANGES IN ASSETS AND LIABILITIES:                                                         
      DECREASE IN ACCOUNTS RECEIVABLE                                                    2,527             1,682
      INCREASE IN MERCHANDISE INVENTORIES                                               (4,386)          (32,533)
      (INCREASE)DECREASE IN PREPAID EXPENSES AND OTHER                                  (1,563)              245
      INCREASE IN TRADE ACCOUNTS PAYABLE                                                 1,627            20,260
      (DECREASE)INCREASE IN ACCRUED LIABILITIES                                         (2,082)              409
      DECREASE IN INCOME TAXES                                                          (4,484)              (35)
      INCREASE IN OTHER NONCURRENT LIABILITIES                                              89                 -
                                                                                   -----------       -----------
        NET CASH USED BY OPERATING ACTIVITIES                                          (14,000)          (16,448)
                                                                                               
CASH FLOWS OF INVESTING ACTIVITIES:                                                            
  PROCEEDS FROM SALE OF FIXED ASSETS                                                        21                28
  PURCHASE OF PROPERTY, PLANT AND EQUIPMENT                                             (5,980)          (14,425)
  PROCEEDS FROM DISPOSITION OF REAL ESTATE AND LEASEHOLDS                                2,681                 1
  PROCEEDS FROM NOTE RECEIVABLE                                                             33                27
  PROCEEDS FROM LANDLORDS                                                                2,397             4,654
                                                                                   -----------       -----------
        NET CASH USED BY INVESTING ACTIVITIES                                             (848)           (9,715)
                                                                                               
CASH FLOWS OF FINANCING ACTIVITIES:                                                            
  PROCEEDS FROM STOCK ISSUANCE                                                               -                43
  PROCEEDS FROM ISSUANCE OF LONG-TERM OBLIGATIONS                                            -               258
  PAYMENTS OF LONG-TERM OBLIGATIONS                                                       (605)             (644)
  PROCEEDS FROM REVOLVING CREDIT FACILITY, NET                                          15,507            26,672
                                                                                   -----------       -----------
        NET CASH PROVIDED BY FINANCING ACTIVITIES                                       14,902            26,329
                                                                                               
NET INCREASE IN CASH AND CASH EQUIVALENTS                                                   54               166
                                                                                               
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                           437               327
                                                                                   -----------       -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                          $     $491               493
                                                                                   ===========       ===========
                                                                                               
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                                              
  CASH PAID DURING THE YEAR FOR                                                                
          INCOME TAXES                                                             $      $ 49               122
          INTEREST                                                                       3,332             2,695

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

</TABLE>
<PAGE>
 
                 OSHMAN'S SPORTING GOODS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     NOVEMBER 1, 1997 AND NOVEMBER 2, 1996
                                  (UNAUDITED)



NOTE A

The financial statements are condensed and should be read in conjunction with
the 1996 annual report.  The financial information contained herein is
unaudited, but in the opinion of the management of the Company, includes all
adjustments (consisting of normal recurring adjustments) for a fair presentation
of the results of operations for the periods indicated.  The results for the
nine months ended November 1, 1997 are not necessarily indicative of the results
to be expected for the full year.
<PAGE>
 

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.


Results of Operations

The following table sets forth selected statements of operations data of the
Company expressed as a percentage of net sales for the periods indicated:


<TABLE>
<CAPTION>
                                                                             PERCENTAGE OF NET SALES
                                              -----------------------------------------------------------------------------------
                                                             3RD QUARTER                                  Nine Months
                                              ---------------------------------------      --------------------------------------
                                                     1997                  1996                    1997                 1996
                                              ---------------      ------------------      -----------------     ----------------
<S>                                             <C>                  <C>                     <C>                   <C>
 
Net sales                                               100.0                   100.0                  100.0                100.0
Cost of goods sold                                       63.2                    63.0                   65.2                 66.2
                                              ---------------      ------------------      -----------------     ----------------
     Gross profit                                        36.8                    37.0                   34.8                 33.8
Operating expenses
     Selling and administrative expenses                 39.3                    38.9                   36.3                 36.1
     Pre-opening expenses                                  .6                     1.3                     .6                  1.2
     Store closing provision                                -                     (.2)                   (.3)                  .5
     Miscellaneous income                                   -                     (.5)                  (1.3)                 (.3)
                                              ---------------      ------------------      -----------------     ----------------
          Operating loss                                 (3.0)                   (2.4)                   (.5)                (3.6)
Interest expense, net                                      .6                     1.2                    1.1                  1.1
                                              ---------------      ------------------      -----------------     ----------------
Loss before income taxes                                 (3.6)                   (3.7)                  (1.5)                (4.8)
Income taxes (benefit)                                   (5.9)                      -                   (1.7)                   -
                                              ---------------      ------------------      -----------------     ----------------
Net earnings (loss)                                       2.3                    (3.7)                    .1                 (4.8)
                                              ===============      ==================      =================     ================
</TABLE>

 

Net sales for the third quarter of fiscal 1997 decreased 11.7% to $69.6 million
compared to $78.9 million in the third quarter of fiscal 1996.  Stores closed or
targeted to be closed caused a $15.5 million reduction in sales while a
comparable store sales decrease of 2.9% produced an additional $1.6 million
decline in sales.  These decreases were partially offset by $7.8 million in
increased sales from new megastores opened in 1996 and 1997.  Net sales for the
first nine months of fiscal 1997 decreased 5.0% to $241.0 million compared to
$253.6 million in the first nine months of fiscal 1996.  Stores closed or
targeted to be closed caused a $32.0 million reduction in sales while a
comparable store sales decrease of 4.7% produced an additional $8.7 million
decline in sales.  These decreases were partially offset by $28.1 million in
increased sales from new megastores opened in 1996 and 1997.  Management
attributes the decline in same store sales to 
<PAGE>
 
several factors including, the impact of our own liquidation sales in closing
stores, particularly in the first quarter of fiscal 1997, lower inventory levels
and reduced advertising expenditures.

The Company has substantially completed its previously announced store closing
objective for fiscal 1997.  At the end of the third quarter of fiscal 1997, 45
traditional stores and one megastore had been closed and an additional six
traditional stores are expected to be closed by the end of the year.  The
Company had also opened four new megastores as of the end of the third quarter
and an additional two megastores in November 1997, completing its new store
opening program for the year.  The Company expects to end fiscal 1997 with a
total of 70 stores in operation, consisting of 36 SuperSports USA megastores,
ranging in size from approximately 40,000 to 85,000 square feet, six mini-
SuperSports USA stores, ranging in size from approximately 19,000 to 32,000
square feet and 22 traditional sporting goods stores and six clearance stores.

Cost of goods sold as a percentage of net sales was 63.2% and 65.2% respectively
in the quarter and nine months ending November 1, 1997 compared to 63.0% and
66.2% respectively in the same periods of fiscal 1996.  The third quarter of
fiscal 1997 was negatively impacted by more aggressive promotional pricing.
However, this increase, as a percentage of sales, was largely offset by
inventory adjustments related to favorable physical inventory shrinkage results.
The improved rate of cost of goods sold as a percentage of net sales in the
first nine months of fiscal 1997 is primarily due to the nonrecurrence in fiscal
1997 of significant inventory adjustments recorded in the second quarter of
fiscal 1996 when the Company recorded adjustments to its inventory carrying
value (approximately 1.6% as a percentage of sales for the nine months of fiscal
1996) related to additional markdowns taken to reduce excessive inventories
resulting from lower than planned sales and store closings and to increased
physical inventory shrinkage.

Selling and administrative expenses as a percentage of net sales were 39.3% and
36.3% respectively for the quarter and nine months ended November 1, 1997
compared to 38.9% and 36.1% respectively in the same periods of fiscal 1996.  In
both the third quarter and first nine months of fiscal 1997, selling and
administrative expenses as a percentage of sales in continuing stores increased
slightly primarily as a result of lower sales as discussed above and due to the
impact of new stores that have not yet grown to expected sales levels. The
Company has implemented expense reductions at the beginning of fiscal 1997 which
are expected to reduce store and overhead costs in fiscal 1997 by approximately
$4.0 million.

Pre-opening expenses of new SuperSports USA megastores are amortized over the
first 12 months of operation.  The decline in pre-opening expenses in the third
quarter and first nine months of fiscal 1997 is related to the reduced number of
stores opened in the last 12 months compared to the previous 12 month period.

Store closing provision expenses (income) were $6,000 and ($682,000)
respectively in the third quarter and first nine months of fiscal 1997 compared
to ($185,000) and $1.1 million respectively in the same periods of fiscal 1996.
During the second quarter of 
<PAGE>
 
fiscal 1997, the Company reevaluated and accordingly reduced its store closing
reserves for lease termination costs, leasehold and other asset writeoffs and
other incremental store closing costs. In the second quarter of fiscal 1996, the
Company recorded a provision of $2.2 million ( 1.0 million of which is related
to inventories and is included in cost of goods sold) for stores to be closed in
fiscal 1996.

Miscellaneous income increased in fiscal 1997 primarily as a result of gains
from the sale of leasehold interests of $2.3 million.  Additionally, the third
quarter of fiscal 1997 includes an expense related to an income tax refund
discussed below.

Net interest expense for the third quarter and first nine months of fiscal 1997
was reduced by interest income of $662,000 related to the income tax refund
discussed below.  The increase in interest expense is primarily related to
increased average borrowings in fiscal 1997 and an interest rate increase under
the Company's credit facility.

Income tax (benefit) in fiscal 1997 includes a benefit of $4.1 million related
to a refund of prior years Federal income taxes.  Income taxes in fiscal 1996
are related primarily to state income taxes.

In the first nine months of fiscal 1997, the Company had a pretax loss of $3.7
million compared to a loss of $12.0 million before income taxes in the same
period of fiscal 1996.  The improved results in fiscal 1997 compared to fiscal
1996 are primarily attributable to (i) the nonreccurrence in 1997 of certain
inventory adjustments and store closing provisions recorded in the second
quarter of 1996 as discussed above,  (ii) gains from sale of leasehold interests
in fiscal 1997, (iii) reduced operating losses from stores closed in 1997 and
1996 and (iv) the benefit of a reduction of store closing reserves.  These
improvements were somewhat offset by reduced gross profit contributions from the
Company's continuing stores as a result of sales declines as discussed above.


Liquidity and Capital Resources

In the first nine months of fiscal 1997, operating activities used cash totaling
$14.0 million.  Cash totaling $6.0 million was used primarily for the purchase
of property, plant and equipment, partially offset by $2.7 in proceeds from the
sale of leasehold interests and landlord allowances of $2.4 million.  Financing
activities provided $14.9 million through the utilization of the Company's
credit facility.

Merchandise inventories increased to $117.3 million from $107.6 million at the
beginning of the fiscal year, however decreased significantly from $143.2
million at the end of the third quarter of fiscal 1996.  The increase compared
to the beginning of the year is primarily related to normal seasonal
fluctuations in anticipation of the Christmas selling season.  Inventory levels
at the end of the third quarter of fiscal 1997 are significantly less  than in
the prior year primarily due to store closures in the last 12 months and as a
result of steps taken by the Company to improve inventory turnover rates and
reduce average store inventory levels.  The Company's continuing stores operated
with approximately 10% less inventory in the first nine months of fiscal 1997
than during the same period of fiscal 1996.
<PAGE>
 
Additions to property, plant and equipment of $6.0 million during the first nine
months of fiscal 1997 were related primarily to the opening of five new
SuperSports USA megastores during the first nine months of the year and two
additional megastores which opened in November.

Income taxes payable decreased due to the recognition of a Federal income tax
benefit related to a income tax refund received in fiscal 1995.

The Company's primary source of liquidity in the first nine months of fiscal
1997 was the Company's credit facility, under which average borrowings were
$44.9 million compared to $39.7 million in the first nine months of fiscal 1996.
Proceeds from the sale of leasehold interests also provided cash of $2.7 million
and landlord construction allowances provided an additional $2.4 million.  Long-
term obligations increased to $57.4 million from $42.4 million at the beginning
of the fiscal 1997 as the Company utilized its credit facility to meet its
working capital requirements.  The Company believes that its revolving credit
facility together with cash provided by operations will be adequate to meet
anticipated capital needs for fiscal 1997.

The information discussed herein includes "forward-looking statements" within
the meaning of the federal securities laws.  Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable,
the Company's actual results could differ materially as a result of certain
factors, including: the Company's ability to manage its expansion efforts in
existing and new markets, availability of suitable new store locations at
acceptable terms, levels of discretionary consumer spending, availability of
merchandise to meet fluctuating consumer demands, customer response to the
Company's merchandise offerings, fluctuating sales margins, increasing
competition in sporting goods and apparel retailing, the results of financing
efforts and financial market conditions, as well as other factors described from
time to time in the Company's periodic reports filed with the Securities and
Exchange Commission.
<PAGE>
 
                         PART II -- OTHER INFORMATION
<PAGE>
 
                                   SIGNATURES
                                   ----------


Pursuant to the requirements of the Securities Exchange Act Of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                               OSHMAN'S SPORTING GOODS, INC.


Date:    12/15/97              By:  /s/ A. Lynn Boerner
     ----------------              ---------------------------
                                   A. Lynn Boerner
                                   Vice-President and
                                   Chief Accounting Officer
<PAGE>
 
ITEM 6.  EXHIBITS


                                 Exhibit Index


                                        
    11.1  Statement Re:  Computation of Per Share Earnings

    27    Financial Data Schedule