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                       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 March 31, 2001

                                       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 333-14569
                          SPALDING HOLDINGS CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

               Delaware                                  59-2439656
    (State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
     Incorporation or Organization)
425 Meadow Street, Chicopee, Massachusetts                 01013
 (Address of Principal Executive Offices)                (Zip Code)

               Registrant's Telephone Number, Including Area Code:
                                 (413) 536-1200.

               Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report

     Indicate  by check [X] 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.

                                 [X] Yes [ ] No

    The number of shares outstanding of the registrant's Common stock, par value
$.01 per share, at April 30, 2001 was 98,901,747 shares.


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<PAGE>



                               INDEX TO FORM 10-Q

<TABLE>
<CAPTION>

                                                                                                     Page No.
                                                                                                     --------
 <S>             <C>                                                                                    <C>
 PART I.         FINANCIAL INFORMATION
   Item 1.       Financial Statements
                        Condensed Statements of Consolidated Operations for the three fiscal
                             months ended March 31, 2001 and April 1, 2000........................       3

                        Condensed Consolidated Balance Sheets at March 31, 2001 and
                             December 31, 2000....................................................       4

                        Condensed  Statements  of  Consolidated  Cash  Flows for the three  fiscal
                             months ended March 31, 2001 and April 1, 2000........................       5

                        Notes to Condensed Consolidated Financial Statements......................       6

                        Independent Accountants' Report...........................................       9

   Item 2.       Management's Discussion and Analysis of Results of Operations and
                        Financial Condition.......................................................      10


   Item 3.       Quantitative and Qualitative Disclosures about Market Risk.......................      13

PART II.         OTHER INFORMATION
   Item 1.       Legal Proceedings................................................................      14

   Item 6.       Exhibits and Reports on Form 8-K.................................................      14
</TABLE>



<PAGE>



                 SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES

                 CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
       for the three fiscal months ended March 31, 2001 and April 1, 2000
                          (Dollar amounts in thousands)

                                                     March 31,         April 1,
                                                       2001              2000
                                                       ----              ----
                                                            (Unaudited)
Net sales............................................$ 107,992        $ 107,003
  Cost of sales......................................   58,706           53,747
                                                     ---------        ---------

Gross profit.........................................   49,286           53,256
  Selling, general and administrative expenses.......   43,861           48,855
  Royalty income, net................................   (2,710)          (2,265)
                                                     ---------        ---------

Income from operations...............................    8,135            6,666
  Interest expense, net..............................   15,891           14,648
  Currency loss, net.................................    2,681              578
                                                       -------        ---------

Loss before income taxes.............................  (10,437)          (8,560)
  Income tax benefit.................................   (2,609)          (2,823)
                                                     ---------        ---------

Net loss.............................................$  (7,828)       $  (5,737)
                                                      ========        =========

























            See Notes to Condensed Consolidated Financial Statements.


<PAGE>


                 SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      March 31, 2001 and December 31, 2000
               (Dollar amounts in thousands, except share amounts)
<TABLE>
<CAPTION>
                                                                                    March 31,     December 31,
                                                                                      2001            2000
                                                                                  ----------       ---------
                                                                                           (Unaudited)
                                    ASSETS
<S>                                                                              <C>              <C>
Current assets
Cash........................................................................      $    2,807       $  17,391
Receivables, less allowance of $1,164 and $998, respectively................         107,836          85,312
Inventories.................................................................          81,787          64,850
Deferred income taxes.......................................................           8,316           8,369
Prepaid expenses............................................................           8,974           4,457
                                                                                  ----------       ---------
          Total current assets..............................................         209,720         180,379
Property, plant and equipment, net..........................................          52,507          51,404
Intangible assets, net......................................................         102,500         103,623
Deferred income taxes.......................................................         112,945         110,114
Deferred financing costs....................................................          12,800          12,556
Other.......................................................................             691             714
                                                                                  ----------       ---------
          Total assets......................................................      $  491,163       $ 458,790
                                                                                  ==========       =========

                            LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities
Non-U.S. bank loans.........................................................      $    5,661       $   5,498
Accounts payable............................................................         108,786          75,064
Accrued expenses............................................................          44,155          46,810
Income taxes................................................................             138             225
                                                                                  ----------       ---------
          Total current liabilities.........................................         158,740         127,597
Long-term debt..............................................................         567,077         558,977
Pension benefits............................................................           9,476           9,271
Postretirement benefits.....................................................           8,163           8,104
Other.......................................................................             648             708
                                                                                  ----------       ---------
          Total liabilities.................................................         744,104         704,657
Commitments and contingencies
Shareholders' equity (deficiency)
Preferred stock, $.01 par value, 50,000,000 shares authorized; 1,000,000
   shares outstanding, liquidation value $144.4 million and $139.4 million,
   respectively.............................................................         100,000         100,000
Common stock, $.01 par value, 150,000,000 shares authorized, 98,901,747
   shares outstanding.......................................................             989             989
Additional paid-in capital..................................................         466,417         466,417
Accumulated deficit.........................................................        (816,513)       (808,685)
Treasury stock, 27,441 shares, at cost......................................            (128)           (128)
Loans for stock.............................................................            (521)           (521)
Deferred compensation.......................................................            (137)           (150)
Accumulated other comprehensive loss-- currency translation adjustments.....          (3,048)         (3,789)
                                                                                  ----------       ---------
          Total shareholders' deficiency....................................        (252,941)       (245,867)
                                                                                  ----------       ---------
          Total liabilities and shareholders' deficiency....................      $  491,163       $ 458,790
                                                                                  ==========       =========
</TABLE>


            See Notes to Condensed Consolidated Financial Statements.


<PAGE>



                 SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES

                 CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
       for the three fiscal months ended March 31, 2001 and April 1, 2000
                          (Dollar amounts in thousands)


                                                           March 31,    April 1,
                                                             2001         2000
                                                           --------     --------
                                                                (Unaudited)
Cash flows from operating activities:
Net loss................................................. $ (7,828)    $ (5,737)
Adjustments to reconcile net loss to net cash used in
   operating activities:
  Depreciation...........................................    2,951        3,359
  Intangibles amortization...............................    1,123        1,120
  Deferred income taxes..................................   (2,778)      (3,007)
  Deferred financing cost amortization...................      882          791
  Other..................................................      264          118
Changes in assets and liabilities:
  Receivables............................................  (22,524)     (14,045)
  Inventories............................................  (16,937)      (9,731)
  Current liabilities, excluding bank loans..............   30,980       20,703
  Prepaid expenses and other.............................   (3,740)      (5,602)
                                                          --------     --------
          Net cash used in operating activities            (17,607)     (12,031)
                                                          --------     --------
Cash flows from investing activities:
Capital expenditures.....................................   (4,054)      (1,764)
                                                          --------     --------
          Net cash used in investing activities..........   (4,054)      (1,764)
                                                          --------     --------
Cash flows from financing activities:
Net borrowings under revolving credit loan...............    8,100       13,500
Net borrowings of other indebtedness.....................      103        1,211
Payment of deferred financing costs .....................   (1,126)
Proceeds from issuance of common stock...................                     3
Payments received from loans for stock, net..............                    15
                                                          --------     --------
          Net cash provided by financing activities......    7,077       14,729
                                                          --------     --------
Net increase (decrease) in cash..........................  (14,584)         934
Cash balance, beginning of period........................   17,391        2,931
                                                          --------     --------
Cash balance, end of period.............................. $  2,807     $  3,865
                                                          ========     ========
Supplemental cash flow data:
Interest paid............................................ $ 10,702     $  8,669
                                                          ========     ========
Income taxes paid........................................ $     76     $    506
                                                          ========     ========









            See Notes to Condensed Consolidated Financial Statements.


<PAGE>



                 SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          (Dollar amounts in thousands)

Note 1 -- Basis of Presentation

     The accompanying  condensed consolidated balance sheet of Spalding Holdings
Corporation  and  subsidiaries  (the  "Company")  as of March 31, 2001,  and the
related  condensed  statements of  consolidated  operations for the three fiscal
months ended March 31, 2001 and April 1, 2000 and of condensed consolidated cash
flows for the three  fiscal  months  ended  March 31, 2001 and April 1, 2000 are
unaudited.  In the opinion of management,  all adjustments  necessary for a fair
presentation of such consolidated financial statements have been included.  Such
adjustments  consist only of normal recurring items.  Interim results may not be
indicative of results for a full year.

     The sole  subsidiary  of the Company is  Spalding  Sports  Worldwide,  Inc.
("Spalding").  Spalding  is a  manufacturer  and  marketer  of branded  consumer
products  serving the  sporting  goods  markets  under the  primary  trade names
SPALDING(R),  TOP-FLITE(R),  ETONIC(R),  STRATA(R), BEN HOGAN(R), and DUDLEY(R).
Spalding  markets and licenses a variety of recreational  and athletic  products
such as  golf  balls,  golf  clubs,  golf  shoes,  golf  bags  and  accessories,
basketballs, volleyballs, footballs, soccer balls, softballs and clothing, shoes
and equipment for many other sports.

     The condensed  consolidated financial statements and notes are presented as
permitted  by Form 10-Q of the  Securities  and Exchange  Commission  and do not
contain  certain  information  included  in the  Company's  annual  consolidated
financial  statements and notes. The condensed  consolidated balance sheet as of
December 31, 2000 was derived from the Company's audited  financial  statements,
but does not include all disclosures required by accounting principles generally
accepted  in the  United  States of  America.  This Form 10-Q  should be read in
conjunction   with  the  Company's   consolidated   financial   statements   and
accompanying notes included in its Annual Report on Form 10-K for the year ended
December 31, 2000.

     The Company's  year-end is December 31. The Company  closes each quarter on
the thirteenth  Saturday of that period except the fourth quarter,  which always
closes on December 31. The Company's  fiscal quarters for the 2001 calendar year
are as follows: March 31, June 30, September 29 and December 31.

     Effective  January  1,  2001,  the  Company  adopted  Financial  Accounting
Standard  ("SFAS") No. 133,  "Accounting for Derivative  Instruments and Hedging
Activities",  as amended,  which  requires that all  derivative  instruments  be
reported  on the  balance  sheet at fair  value  and  establishes  criteria  for
designation and effectiveness of hedging relationships. The cumulative effect of
adopting  SFAS No.  133 as of  January  1, 2001 had no  impact on the  Company's
financial statements.

Note 2 -- Inventories

                                                 March 31,         December 31,
                                                   2001               2000
                                                ---------           ---------
Finished goods...............................  $   52,772          $   45,496
Work in process...............................      5,240               3,392
Raw materials.................................     23,775              15,962
                                               ----------          ----------
          Total inventories..................  $   81,787          $   64,850
                                               ==========          ==========

Note 3 -- Segment Information

     The Company manages the operations of the business based on three operating
segments:  U.S. Golf Products,  U.S.  Sporting Goods Products and  International
Operations.  The following  table is presented in accordance  with SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information."

<TABLE>
<CAPTION>
                                                                   U.S.
                                                      U.S.      Sporting
                                                      Golf        Goods    International  All Other     Total
                                                      ----        -----    -------------  ---------     -----
Three fiscal months ended March 31, 2001
<S>                                               <C>          <C>          <C>          <C>         <C>
  Net sales..................................     $  63,079    $  13,198    $  31,715    $    --     $ 107,992
  Income (loss) from operations..............         2,508         (992)       4,789       1,830        8,135

Three fiscal months ended April 1, 2000
  Net sales..................................     $  63,529    $  11,978    $  31,496    $    --     $ 107,003
  Income (loss) from operations..............         1,668       (1,667)       4,253       2,412        6,666
</TABLE>

     U.S. Golf Products represent the Company's largest operating  segment.  The
products  included in this  segment are golf balls,  golf clubs,  golf shoes and
golf  accessories  (gloves,  bags,  hats, club covers,  tees,  towels and sports
luggage).

     Spalding  currently  markets its golf products  under the  following  brand
names:

                                                           Golf Shoes and
       Golf Balls                 Golf Clubs                 Accessories
      ------------               ------------               ------------
      STRATA(R)                  BEN HOGAN(R)               ETONIC(R)
      TOP-FLITE(R)               TOP-FLITE(R)               BEN HOGAN(R)
      SPALDING(R)                SPALDING(R)                TOP-FLITE(R)
      MOLITOR(R)                                            SPALDING(R)

     U.S. Sporting Goods includes basketballs,  softballs,  volleyballs,  soccer
balls,  and other sports  products.  These products are primarily sold under the
SPALDING(R)trademark.    Softball    products    are    marketed    under    the
DUDLEY(R)trademark.

     The  International  segment  conducts  operations  outside of the U.S.  and
consists of both subsidiary and third party distributors.  Subsidiary operations
are  maintained  in key  golf and  sporting  goods  markets  outside  the  U.S.,
including operations in Canada,  Australia,  New Zealand,  United Kingdom, Japan
and Sweden. In addition to subsidiary operations,  the Company conducts business
with over 100 third-party distributors in other markets throughout the world. In
both the subsidiary and distributor  territories,  the Company markets a line of
golf and sporting goods products similar to those in the U.S. segments.  For the
three  fiscal  months ended March 31, 2001,  net sales of  operations  in Canada
totaled  13.4%  of total  consolidated  net  sales.  No  other  foreign  country
accounted for net sales  representing  more than 10% of total  consolidated  net
sales.

     The "All Other" category includes  worldwide  licensing and other items not
allocable to one of the  segments.  Worldwide  licensing is a result of Spalding
granting licensees the right to use specified  Spalding  trademarks for specific
product  categories,   in  specific  markets.  The  SPALDING(R),   TOP-FLITE(R),
ETONIC(R)  and BEN  HOGAN(R)  names are  licensed  in a broad  range of  product
categories,  including shoe and apparel lines.  In exchange for these  licenses,
the  Company  receives  royalty  fees.  The  majority  of royalty  revenues  are
generated in the U.S. and Japanese markets.

Note 4 -- Long Term Debt

     On January 24, 2001,  the Company  received  approval of  amendments to its
senior  credit  facility  from  a  majority  of  the  participating  banks.  The
amendments  provide for an  additional  $35.0  million of funding  and  modified
certain covenant compliance measurements.  The covenant changes are effective as
of December 31, 2000, and the additional  borrowing capacity became available on
January 25, 2001. An affiliate of Kohlberg Kravis Roberts & Co., L.P. acquired a
participation  in such  additional  commitments  made available under the senior
credit  facility.

Note 5 -- Contingencies

     The  Company  is  both a  plaintiff  and  defendant  in  numerous  lawsuits
incidental  to its  current and former  operations,  some  alleging  substantial
claims. In addition, the Company's operations are subject to federal, state, and
local  environmental  laws  and  regulations.   The  Company  has  entered  into
settlement  agreements with the U.S.  Environmental  Protection Agency and other
parties  on  several  sites,  and is  still  negotiating  on  other  sites.  The
settlement  amount and estimated  liabilities are not considered  significant by
the Company based on present facts.

     Management is of the opinion that,  after taking into account the merits of
defenses,  insurance coverage and established reserves,  the ultimate resolution
of these  matters  will not have a  material  adverse  effect  on the  Company's
condensed consolidated financial statements.

Note 6 -- Comprehensive Income/(Loss)

     In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting  Comprehensive  Income" which establishes standards for reporting and
disclosure  of  comprehensive  income and its  components.  For the three fiscal
months  ended  March 31,  2001 and April 1,  2000,  the  comprehensive  loss was
$(7,087) and $(5,618), respectively.

Note 7 -- Subsequent Event

     In 2000,  Spalding  entered into a contract  with XFL, LLC, a joint venture
between World Wrestling Federation Entertainment,  Inc. ("WWF") and the National
Broadcasting Company ("NBC") to be the sole provider of a line of official balls
for its new  professional  football  league called the XFL. On May 10, 2001, the
WWF and NBC announced they are discontinuing the XFL. Currently,  the Company is
assessing the impact of that announcement on its net sales, inventory levels and
overall  financial  position.  Spalding's  management  does not believe that the
discontinuance  of  the  XFL  will  have a  material  impact  on  the  Company's
consolidated financial position or results of operations when taken as a whole.
<PAGE>



                         INDEPENDENT ACCOUNTANTS' REPORT

To the Board of Directors
Spalding Holdings Corporation
Chicopee, Massachusetts

     We have reviewed the accompanying  condensed  consolidated balance sheet of
Spalding  Holdings  Corporation and subsidiaries (the "Company") as of March 31,
2001, and the related  condensed  consolidated  statements of operations for the
three  fiscal  months  ended March 31,  2001 and April 1, 2000 and of  condensed
consolidated  cash flows for the three  fiscal  months  ended March 31, 2001 and
April  1,  2000.  These  financial  statements  are  the  responsibility  of the
Company's management.

     We conducted our reviews in accordance  with  standards  established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial data and of making inquiries of persons  responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing  standards  generally  accepted in the United States of
America,  the objective of which is the  expression of an opinion  regarding the
financial  statements taken as a whole.  Accordingly,  we do not express such an
opinion.

     Based on our reviews,  we are not aware of any material  modifications that
should be made to such condensed  consolidated  financial statements for them to
be in conformity with  accounting  principles  generally  accepted in the United
States of America.

     We have previously audited, in accordance with auditing standards generally
accepted in the United States of America,  the consolidated balance sheet of the
Company at  December  31,  2000,  and the  related  consolidated  statements  of
operations,  cash flows and shareholders'  equity (deficiency) for the year then
ended  (not  presented  herein);  and in our report  dated  March 30,  2001,  we
expressed an unqualified opinion on those consolidated financial statements.  In
our  opinion,   the  information  set  forth  in  the   accompanying   condensed
consolidated  balance  sheet as of December  31, 2000 is fairly  stated,  in all
material respects,  in relation to the consolidated  balance sheet from which it
has been derived.

DELOITTE & TOUCHE LLP

Hartford, Connecticut
May 11, 2001


<PAGE>



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

Forward-Looking Statements

     Certain statements made in this Management's Discussion and Analysis of the
Consolidated Notes to the Financial  Statements reflect  management's  estimates
and  beliefs   and  are   intended   to  be,  and  are  hereby   identified   as
"forward-looking  statements" for purposes of the safe harbor  provisions of the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
terminology  includes,  but is not  limited  to words  such as "may",  "intend",
"will",  "expect",  "anticipate",  "plan",  "the Company believes",  "management
believes",  "estimate",  "continue",  or "position"  or the negative  thereof or
other  variations  thereon  or  comparable  terminology.   In  particular,   any
statements,  express or  implied,  concerning  future  operating  results or the
ability  to  generate  revenues,   income  or  cash  flow  are   forward-looking
statements.

     Forward-looking  statements are  necessarily  dependent  upon  assumptions,
estimates  and data that may be  incorrect or  imprecise  and involve  known and
unknown risks, uncertainties and other important factors that could cause actual
results,  performance or achievements of the Company or any of its subsidiaries,
or industry results,  to differ materially from any future results,  performance
or achievements express or implied by such by such  forward-looking  statements.
Although,   the  Company  believes  that  the  expectations  reflected  in  such
forward-looking  statements are  reasonable,  it can give no assurance that such
expectations  will prove to have been correct.  Accordingly,  the Company hereby
identifies  the  following  factors as some of the factors  that could cause the
financial  results  to differ  materially  from any such  results  that might be
projected,  forecasted,  estimated or budgeted by the Company in forward-looking
statements:    (a)   heightened   competition,    including   specifically   the
intensification of price competition and the development and introduction of new
products,  such as new lines of golf balls by  competitors;  (b) higher selling,
general and administrative  expenses,  including advertising and promotion;  (c)
inability  to  maintain  relationships  with,  or to attract  new,  athletes  as
endorsers of Spalding's  products;  (d)  significant  indebtedness  of Spalding,
which may hinder the Company's  ability to implement its financial and operating
plans;  (e)  inability  of  Spalding  to  continue  to reduce its  current  cost
structure;  (f) need to continue  introduction  of products  that  represent  an
improvement  over  existing   products,   or  which  are  more  successful  than
competitors' innovations; (g) failure to obtain new customers or retain existing
customers or the effects of inventory reductions by key accounts;  (h) inability
to maintain and increase shelf space for the company's products at key accounts;
(i) inability to carry out domestic and foreign  marketing and sales plans;  (j)
increased  manufacturing  costs,  including inability or reduced ability to have
products  manufactured  overseas and the cost of raw materials;  (k) loss of the
services  of one or more key  personnel;  (l) changes in  operating  strategy or
development  plans; (m) any protracted labor relations  dispute;  (n) changes in
Spalding's  capital  expenditure plan; (o) general domestic and foreign economic
downturns; (p) seasonality of product lines; (q) changes in or failure to comply
with  government  regulations;  (r) increase in interest  rates,  affecting  the
Company's  variable  rate  debt and (s) an  adverse  outcome  of the  litigation
referred to in "Legal  Proceedings"  that  materially and adversely  affects the
Company's  financial  condition.  The Company assumes no obligation to update or
revise any such forward-looking  statements,  which speak only as of their date,
even if  experience or future events or changes make it clear that any projected
financial or operating results implied by such  forward-looking  statements will
not be realized.

     The  foregoing  review  of  factors  pursuant  to  the  Private  Litigation
Securities  Reform Act of 1995 should not be construed as  exhaustive  or as any
admission  regarding  the adequacy of  disclosures  made by the Company prior to
this  filing.  All  subsequent  written  and  oral  forward-looking   statements
attributable  to the  Company  or persons  acting on its  behalf  are  expressly
qualified in their entirety by such factors.

Results of Operations

     Fiscal quarter ended March 31,  2001("2001  first  quarter") as compared to
the fiscal quarter ended April 1, 2000 ("2000 first quarter").

     Net sales for the 2001 first  quarter  were  $108.0  million as compared to
$107.0 million for the 2000 first quarter.

     U.S.  Golf net  sales of $63.1  million  for the 2001  first  quarter  were
consistent  with net sales  for the 2000  first  quarter,  which  totaled  $63.6
million.  Net sales of golf balls in the U.S. declined due to an extended winter
that  resulted  in a decline in the number of rounds  played as  compared to the
prior year.  Sales of the  TOP-FLITE(R) XL 2000(R) golf balls increased over the
prior year, but were offset by decreases in other golf ball products.  Net sales
of STRATA(R) golf balls were lower, as the nonrecurrance of the pipeline fill to
mass  merchants in the 2000 first quarter was  partially  offset by sales of the
new STRATA(R)  TOUR  ULTIMATE(TM)  golf ball.  The decrease in net sales of golf
balls was  largely  offset by an  increase in the net sales of golf clubs due to
new product  introductions in the BEN HOGAN(R) line and the  TOP-FLITE(R)  line.
BEN HOGAN(R)  introduced  the APEX EDGE(TM)  iron, a premium forged club that is
designed for the  mid-to-higher  handicap  golfer.  TOP-FLITE(R)  introduced the
XL 2000(TM) irons,  featuring  titan steel and a larger sweet spot. Net sales of
golf shoes and  accessories  were  broadly  flat for the 2001  first  quarter as
compared to the 2000 first quarter.

     Net sales of U.S.  Sporting Goods  increased by 10% to $13.2 million in the
2001 first quarter as compared to $12.0 million in the 2000 first  quarter.  The
increase is a result of  significant  increases in the net sales of  basketballs
due to the introduction of the INFUSION(TM) ball (featuring a built-in pump) and
footballs due to the  introduction of an official line of footballs for the XFL.
These  increases  were  partially  offset by a decline in the sales of  softball
products marketed under the DUDLEY(R) brand,  which were also adversely affected
by unfavorable weather in much of the U.S.

     International  net sales  were $31.7  million in the 2001 first  quarter as
compared to $31.5  million in the 2000 first  quarter.  Excluding  the effect of
foreign currency  translation,  international  sales improved 10.7% for the 2001
first  quarter as  compared to the 2000 first  quarter,  driven by the golf club
product introductions that were noted above.

     Gross  profit  declined  to $49.3  million  for the 2001  first  quarter as
compared to $53.3 million in the 2000 first quarter,  a decrease of $4.0 million
or 7.5%.  Gross margin (gross profit as a percentage of net sales) decreased 4.2
percentage  points to 45.6% for the 2001 first  quarter as compared to 49.8% for
the 2000 first  quarter.  Weaker  foreign  currencies  adversely  affected gross
margin, as many of the products sold by the Company's foreign  subsidiaries have
costs  denominated  in U.S.  dollars.  The  change in  product  mix noted in the
discussion  of net sales above -- with a lower  portion of the  Company's  sales
attributable to golf balls (which generally carry a higher margin) and a greater
portion of total sales  attributable  to golf clubs and  sporting  goods -- also
contributed to the margin decrease.

     Selling, general and administrative expenses decreased to $43.9 million for
the 2001 first quarter as compared to $48.9 million for the 2000 first  quarter.
The decrease is principally due to lower expenses for bad debts and cost-cutting
measures implemented by the company.

     Royalty  income  increased  to $2.7  million for the 2001 first  quarter as
compared  to $2.3  million  in the  2000  first  quarter,  representing  a 19.6%
increase.  The increase is due to a lump-sum  payment by a former  licensee upon
conclusion of their license agreement and to an increase in apparel and footwear
sales in the Japanese market offset by unfavorable foreign currency translation.

     Interest  expense  increased to $15.9  million in the 2001 first quarter as
compared to $14.7 million in the 2000 first quarter.  The $1.2 million  increase
is mainly  attributable  to an increase in the Company's  weighted-average  debt
balance in the 2001 first quarter as compared to the 2000 first quarter  ($577.6
and $530.0,  respectively) as well as a higher  weighted-average  interest rate.
The Company's  weighted-average interest rate on its borrowings was 10.3% in the
2001 first quarter and 10.1% in the 2000 first quarter.

     Net currency losses were $2.7 million in the 2001 first quarter compared to
a loss of $0.6  million in the 2000 first  quarter -- see "Item 3 --  Disclosure
About Foreign Currency Risk".

     Income  taxes for the 2001 first  quarter was a benefit of $2.6  million as
compared to a benefit of $2.8 million in the 2000 first quarter.

Liquidity and Financing.  The Company's principal sources of liquidity will come
from cash flow generated from  operations,  borrowings  under the Company's $265
million revolving credit  facilities and by non-U.S.  subsidiaries (the majority
of which  non-U.S.  borrowings  are  guaranteed by the  Company).  The Company's
principal  uses of  liquidity  will be to  provide  working  capital,  meet debt
service requirements and finance the Company's strategic plans.

     For the 2001 first quarter,  the Company used a portion of its opening cash
balance of $17.4 million and $7.1 million in cash from  financing  activities to
fund operating cash flow requirements of $17.6 million and capital  expenditures
of $4.1 million.  Net cash utilized by operating activities was $17.6 million in
the 2001  first  quarter  and  $12.0  million  in the 2000  first  quarter.  The
difference  in  operating  cash  flows was  driven  primarily  by  increases  in
inventory.  For the 2001 first quarter, capital expenditures primarily consisted
of golf ball production  expansion  costs and ongoing  upgrades of the Company's
computer systems.  During 2001, the Company expects to spend approximately $14.0
million in capital  related  expenditures,  primarily  for the expansion of golf
ball manufacturing and computer systems upgrades.

     On January 24, 2001,  the Company  received  approval of  amendments to its
senior  credit  facility  from  a  majority  of  the  participating  banks.  The
amendments  provide for an  additional  $35.0  million of funding  and  modified
certain covenant compliance measurements.  The covenant changes are effective as
of December 31, 2000, and the additional  borrowing capacity became available on
January 25, 2001. An affiliate of Kohlberg Kravis Roberts & Co., L.P. acquired a
participation  in such  additional  commitments  made available under the senior
credit  facility.  At March 31,  2001,  the Company had an  available  borrowing
capacity of $22.9 million (net of $48.9 million of outstanding letters of credit
and bankers' acceptances) under the revolving credit facility.  The Company does
not have any required amortization of Term Loans in calendar 2001.

     Since the time of the amendment,  the Company's seasonal need for cash flow
has utilized much of the total credit  availability,  including  the  additional
availability  obtained in January. The Company has invested significant funds to
purchase  inventory  in  anticipation  of demand  during the spring and  summer.
Additionally,  significant  investments  in marketing  have been made to support
several new product launches, including:

|X|  the SPALDING(R) INFUSION(TM) basketball (featuring a built-in pump),
|X|  BEN HOGAN(R)  APEX  EDGE(TM)  golf clubs  (designed  for the  mid-to-higher
     handicap golfer),
|X|  the STRATA(R) TOUR  ULTIMATE(TM)  golf ball (with a unique  tungsten energy
     core for professional spin and distance),
|X|  TOP-FLITE(R)  XL 2000(TM) irons  (featuring  titan steel and a larger sweet
     spot), and
|X|  SPALDING(R) XFL footballs.

     As with  the  introduction  of most  new  consumer  products,  the  initial
investments  required in marketing  support and  inventory  purchases  have come
before significant revenues from the sales of such products can be realized, and
this has placed a significant drain on the Company's financial resources.

     The Company has implemented  several measures to conserve its cash flow and
meet its payment obligations. As a result of these actions, the Company believes
that  its  existing  credit  facilities,   together  with  cash  generated  from
operations,  will be sufficient to fund the Company's  operations  through 2001.
There can be no assurance,  however,  that these  measures will be successful to
the extent  necessary for the Company to remain  current on its  obligations  or
that the Company  will remain in  compliance  with the  covenants  in its credit
facility.

     The Company's  ability to fund its operations,  capital  expenditures,  and
debt  service,  or to  refinance  its  indebtedness  will depend upon its future
financial  and  operating  performance,  which will be  affected  by  prevailing
economic conditions and financial, business and other factors, some of which are
beyond its control.  There can be no  assurance  that the  Company's  results of
operations,  cash flow and  capital  resources  will be  sufficient  to fund its
operations,  capital  expenditures,  or its  debt  service  obligations.  In the
absence of improved operating  results,  the Company may face liquidity problems
and might be required to dispose of material  assets or  operations  to fund its
operations  and  capital  expenditures  and to meet its debt  service  and other
obligations,  and there can be no  assurances  as to the timing of such sales or
the proceeds that the Company could  realize  therefrom.  Although the Company's
operating  performance  has  improved  over  the  prior  period,  the  financial
covenants  included in its amended senior credit  facility  require  significant
additional   improvements  in  operating  performance  in  order  to  remain  in
compliance  with the  covenants  throughout  2001 and  beyond.  There  can be no
assurance that the Company will achieve  improvements  in operating  performance
sufficient to satisfy these covenants.

     The Company and/or affiliates of the Company, including entities related to
Kohlberg Kravis Roberts & Co., L.P., may from time to time,  depending on market
conditions,  purchase senior subordinated notes previously issued by the Company
in the open market, or by other means.

     EBITDA  represents  earnings  before  interest,   taxes,  depreciation  and
amortization,  and  excludes  extraordinary  items.  EBITDA is not  intended  to
represent cash flows from operations as defined by generally accepted accounting
principles ("GAAP") and should not be considered as an alternative to net income
as an indicator of the  Company's  operating  performance  or to cash flows as a
measure of  liquidity.  EBITDA is  included  as a basis  upon which the  Company
assesses its  financial  performance,  and certain  covenants  in the  Company's
borrowing  arrangements are tied to similar  measures.  The following sets forth
the calculation of the Company's  EBITDA for the fiscal three months ended March
31, 2001 and April 1, 2000.


                                                March 31,          April 1,
                                                  2001               2000
                                               ----------         ----------
                                                       (In thousands)
                   Net loss...............      $ (7,828)          $ (5,737)
                   Interest expense.......        15,891             14,648
                   Income taxes.........          (2,609)            (2,823)
                   Depreciation...........         2,951              3,359
                   Amortization...........         1,123              1,120
                                                --------           --------
                   EBITDA.................      $  9,528           $ 10,567
                                                ========           ========

     Currency hedging. In the 2001 first quarter and for the year ended December
31, 2000,  approximately 23.2% and 18.8%,  respectively,  of the Company's total
net sales were generated in non-U.S.  currencies.  Fluctuations  in the value of
these currencies relative to the U.S. dollar could have a material effect on the
Company's results of operations.  Additionally,  the Company sources many of its
goods from foreign manufacturers;  the vast majority is sourced from China which
has not  experienced  significant  currency  fluctuations  relative  to the U.S.
dollar. The Company, in its discretion, uses forward exchange contracts to hedge
transaction exposures from U.S. dollar purchases made by its non-U.S.
operations.

     Inflation.  Inflation  has not been  material to the  Company's  operations
within the periods presented.

New Accounting Pronouncements

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging  Activities"  ("SFAS No. 133"). SFAS No. 133 establishes  accounting
and reporting standards for derivative instruments, including certain derivative
instruments   embedded  in  other  contracts,   (collectively   referred  to  as
derivatives)  and for hedging  activities.  It requires that an entity recognize
all derivatives as either assets or liabilities in the balance sheet and measure
those instruments at fair value. The accounting for changes in the fair value of
a derivative  (that is,  gains and losses)  depends upon the intended use of the
derivative and resulting designation if used as a hedge. The Company is required
to and has adopted this standard,  amended by SFAS No. 138, effective January 1,
2001.  The  adoption  of this  standard  did not have a  material  effect on the
Company's results of operations or financial position.

Item 3:  Quantitative and Qualitative Disclosures About Market Risk

Disclosure About Foreign Currency Risk

     Although the majority of the Company's  transactions  are in U.S.  Dollars,
affiliates  operate  in their  local  currency  with  certain  transactions  for
inventory and  royalties  being  denominated  in U.S.  Dollars.  The Company may
purchase  short-term  forward exchange  contracts to hedge payments that require
conversion to U.S. Dollars.  The purpose of entering these hedge contracts is to
minimize  the  impact  of  foreign  currency  fluctuations  on  the  results  of
operations. Certain increases or decreases in the affiliate U.S. dollar payments
are offset by gains and losses on the hedges.  The contracts have maturity dates
that do not exceed  twelve  months.  The Company  does not  purchase  short-term
forward exchange contracts for trading purposes.

     As of March 31, 2001, the Company had no foreign exchange forward contracts
outstanding.  As of April 1, 2000, the Company had outstanding  foreign exchange
forward contracts (in thousands of U.S. dollars), in the following currency:

                                                  Weighted
                                                  Average
                                  Contract        Contract      Unrealized
                                   Amount           Rate           Gain

    British pound............     $  245           1.63           $  6
    Canadian dollar..........      8,100            .68            (76)
                                   -----                          ----
                                  $8,345                          $(70)
                                  ======                          ====

Disclosure About Interest Rate Risk

     The Company is subject to market risk from  exposure to changes in interest
rates based on its financing,  investing,  and cash management  activities.  The
Company  utilizes a balanced mix of debt  maturities  along with both fixed-rate
and variable-rate debt to manage its exposures to changes in interest rates. The
Company does not expect changes in interest  rates to have a material  effect on
income or cash flows in 2001,  although there can be no assurances that interest
rates will not significantly change.

     In order to manage the impact of fluctuating rates on its variable debt, in
January and February of 2001 the Company  fixed  $337.9  million of its variable
debt in accordance  with the terms of its credit  agreement  until April and May
2001 using a weighted-average base rate (Eurodollar Rate) of 5.53%.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

     Reference is made to Part I, Item 3 "Legal Proceedings" of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 2000,  filed April 2,
2001.  Since April 2, 2001, the Company has not been named as a defendant in any
action that to the best of the Company's knowledge could have a material adverse
effect on the financial condition or results of operations of the Company.

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

      15  Deloitte & Touche LLP letter in lieu of consent


     (b)  Reports on Form 8-K

     The  Company  filed a Current  Report on Form 8-K with the  Securities  and
Exchange  Commission dated April 4, 2001 to announce  financial  results for the
year ended December 31, 2000.

<PAGE>



                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly caused this  Quarterly  Report to be filed on its behalf by
the undersigned, thereunto duly authorized.

                                                  Spalding Holdings Corporation
                                                  (Registrant)

                                                  By:  /s/ DANIEL S. FREY
                                                     --------------------
                                                  Daniel S. Frey
                                                  Chief Financial Officer

Date: May 15, 2001

<PAGE>







                                                                      EXHIBIT 15



May 14, 2001


The Board of Directors
Spalding Holdings Corporation
Chicopee, Massachusetts


We have made a review, in accordance with standards  established by the American
Institute of Certified Public  Accountants,  of the unaudited  interim financial
information of Spalding  Holdings  Corporation and subsidiaries  (the "Company")
for the fiscal  period  ended March 31, 2001 and April 1, 2000,  as indicated in
our report dated May 11, 2001; because we did not perform an audit, we expressed
no opinion on that information.

We are aware  that our  report  referred  to above,  which is  included  in your
Quarterly  Report on Form 10-Q for the fiscal  quarter  ended March 31, 2001, is
incorporated by reference in Registration  Statement No.  333-11340 on Form S-8,
Registration  Statement No. 333-20463 on Form S-8 and Registration Statement No.
333-31154 on Form S-8.

We also are aware that the aforementioned report,  pursuant to Rule 436(c) under
the  Securities  Act of  1933,  is not  considered  a part  of the  Registration
Statements  prepared  or  certified  by an  accountant  or a report  prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.

DELOITTE & TOUCHE LLP


Hartford, Connecticut