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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 June 30, 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 June 30, 2001 was 98,909,673 shares.


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<PAGE>



                               INDEX TO FORM 10-Q


                                                                        Page No.
                                                                        --------

PART I.    FINANCIAL INFORMATION
   Item 1.  Financial Statements
              Condensed Statements of Consolidated Operations for the
                 three fiscal months ended June 30, 2001
                 and July 1, 2000.......................................    3

              Condensed Statements of Consolidated Operations for the
                 six fiscal months ended June 30, 2001 and July 1,
                 2000 ..................................................    4

              Condensed Consolidated Balance Sheets at June 30, 2001
                 and December 31, 2000 .................................    5

              Condensed Statements of Consolidated Cash Flows for the
                 six fiscal months ended June 30, 2001 and July 1, 2000.    6

              Notes to Condensed Consolidated Financial Statements......    7

              Independent Accountants' Report...........................   11

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

   Item 3.  Quantitative and Qualitative Disclosures about Market Risk..   17

PART II.    OTHER INFORMATION
   Item 1.  Legal Proceedings...........................................   17

   Item 6.  Exhibits and Reports on Form 8-K............................   18


<PAGE>



                 SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES

                 CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
        for the three fiscal months ended June 30, 2001 and July 1, 2000
                          (Dollar amounts in thousands)

                                                       June 30,         July 1,
                                                        2001             2000
                                                        ----             ----
                                                              (Unaudited)
Net sales...........................................  $139,006         $128,648
  Cost of sales.....................................    71,972           60,006
                                                      --------         --------

Gross profit........................................    67,034           68,642
  Selling, general and administrative expenses......    47,268           49,965
  Royalty income, net...............................    (2,188)          (2,876)
                                                      --------         --------

Income from operations..............................    21,954           21,553
  Interest expense, net.............................    14,984           14,828
  Currency (gain) loss, net.........................      (805)             734
                                                      --------         --------

Earnings before income taxes........................     7,775            5,991
  Income tax expense................................     2,010            1,918
                                                      --------         --------

Net income..........................................  $  5,765         $  4,073
                                                      ========         ========





            See Notes to Condensed Consolidated Financial Statements.

<PAGE>



                 SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES

                 CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
         for the six fiscal months ended June 30, 2001 and July 1, 2000
                          (Dollar amounts in thousands)

                                                        June 30,        July 1,
                                                         2001            2000
                                                         ----            ----
                                                              (Unaudited)
Net sales...........................................   $246,997        $235,651
  Cost of sales.....................................    130,677         113,753
                                                       --------        --------

Gross profit........................................    116,320         121,898
  Selling, general and administrative expenses......     91,130          98,820
  Royalty income, net...............................     (4,898)         (5,141)
                                                       ---------       --------

Income from operations..............................     30,088          28,219
  Interest expense, net.............................     30,875          29,476
  Currency loss, net................................      1,875           1,312
                                                       --------        --------

Loss before income taxes............................     (2,662)         (2,569)
  Income tax benefit................................       (599)           (905)
                                                       --------        --------

Net loss............................................   $ (2,063)       $ (1,664)
                                                       ========        ========







            See Notes to Condensed Consolidated Financial Statements.


<PAGE>


                SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                       June 30, 2001 and December 31, 2000
               (Dollar amounts in thousands, except share amounts)
<TABLE>
<CAPTION>
                                                                                    June 30,       December 31,
                                                                                      2001             2000
                                                                                   ----------       ---------
                                                                                           (Unaudited)
                                     ASSETS
<S>                                                                                  <C>             <C>
Current assets
Cash........................................................................      $    3,931       $  17,391
Receivables, less allowance of $1,252 and $998, respectively................         117,552          85,312
Inventories.................................................................          66,029          64,850
Deferred income taxes.......................................................           8,316           8,369
Prepaid expenses............................................................          11,183           4,457
                                                                                  ----------       ---------
          Total current assets..............................................         207,011         180,379
Property, plant and equipment, net..........................................          50,549          51,404
Intangible assets, net......................................................         101,378         103,623
Deferred income taxes.......................................................         111,304         110,114
Deferred financing costs....................................................          11,952          12,556
Other.......................................................................             686             714
                                                                                  ----------       ---------
          Total assets......................................................      $  482,880       $ 458,790
                                                                                  ==========       =========

                            LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities
Non-U.S. bank loans.........................................................      $    5,764       $   5,498
Accounts payable............................................................         104,952          75,064
Accrued expenses............................................................          41,166          46,810
Income taxes................................................................              41             225
                                                                                  ----------       ---------
          Total current liabilities.........................................         151,923         127,597
Long-term debt..............................................................         560,065         558,977
Pension benefits............................................................           9,678           9,271
Postretirement benefits.....................................................           7,833           8,104
Other.......................................................................             612             708
                                                                                  ----------       ---------
          Total liabilities.................................................         730,111         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 $149.6 million and $139.4 million,
   respectively.............................................................         100,000         100,000
Common stock, $.01 par value, 150,000,000 shares authorized, 98,909,673 and
   98,901,747 shares outstanding, respectively..............................             989             989
Additional paid-in capital..................................................         466,433         466,417
Accumulated deficit.........................................................        (810,748)       (808,685)
Treasury stock, 27,441 shares, at cost......................................            (128)           (128)
Loans for stock.............................................................            (534)           (521)
Deferred compensation.......................................................            (125)           (150)
Accumulated other comprehensive loss-- currency translation adjustments.....          (3,118)         (3,789)
                                                                                  ----------       ---------
          Total shareholders' deficiency....................................        (247,231)       (245,867)
                                                                                  ----------       ---------
          Total liabilities and shareholders' deficiency....................      $  482,880       $ 458,790
                                                                                  ==========       =========
</TABLE>


            See Notes to Condensed Consolidated Financial Statements.


<PAGE>



                 SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES

                 CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
         for the six fiscal months ended June 30, 2001 and July 1, 2000
                          (Dollar amounts in thousands)

<TABLE>
<CAPTION>

                                                                              June 30,          July 1,
                                                                                2001             2000
                                                                              --------         --------
                                                                                     (Unaudited)
<S>                                                                         <C>              <C>
Cash flows from operating activities:
Net loss................................................................... $  (2,063)       $  (1,664)
Adjustments to reconcile net loss to net cash used in
   Operating activities:
  Depreciation.............................................................     5,635            6,162
  Non cash expenses........................................................        25              159
  Intangibles amortization.................................................     2,245            2,241
  Deferred income taxes....................................................    (1,137)          (1,379)
  Deferred financing cost amortization.....................................     1,766            1,582
  Other....................................................................       123              397
Changes in assets and liabilities:
  Receivables..............................................................   (32,240)         (12,486)
  Inventories..............................................................    (1,179)          (9,565)
  Current liabilities, excluding bank loans................................    24,060            3,619
  Prepaid expenses and other...............................................    (6,027)         (10,234)
                                                                            ---------        ---------
          Net cash used in operating activities                                (8,792)         (21,168)
                                                                            ---------        ---------
Cash flows from investing activities --
Capital expenditures, net of refunds.......................................    (4,780)           5,705
                                                                            ---------        ---------
          Net cash (used in) provided by investing activities..............    (4,780)           5,705
                                                                            ---------        ---------
Cash flows from financing activities:
Net borrowings under revolving credit loan.................................     1,088           14,246
Net borrowings of other indebtedness.......................................       170            1,601
Payment of deferred financing costs .......................................    (1,162)             --
Proceeds from issuance of common stock.....................................        16                8
                                                                            ---------        ---------
         Net cash provided by financing activities.........................       112           15,855
                                                                            ---------        ---------
Net (decrease) increase in cash............................................   (13,460)             392
Cash balance, beginning of period..........................................    17,391            2,931
                                                                            ---------        ---------
Cash balance, end of period................................................ $   3,931        $   3,323
                                                                            =========        =========
Supplemental cash flow data:
Interest paid.............................................................. $  31,307        $  28,110
                                                                            =========        =========
Income taxes paid.......................................................... $     127        $     473
                                                                            =========        =========

</TABLE>




            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 June 30,  2001,  and the
related  condensed  statements of consolidated  operations for the three and six
fiscal months ended June 30, 2001 and July 1, 2000 and of cash flows for the six
fiscal months ended June 30, 2001 and July 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  trademarks
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 consolidated  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  Statement  of  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
consolidated financial statements.

     In July 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards  No. 141 ("SFAS  141"),  "Business
Combinations".  SFAS 141 requires the purchase method of accounting for business
combinations    initiated    after   June   30,   2001   and    eliminates   the
pooling-of-interests-method.  The Company  does not believe that the adoption of
SFAS  141  will  have  a  significant  impact  on  its  consolidated   financial
statements.

     In July 2001, the FASB issued Statement of Financial  Accounting  Standards
No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets", which is effective
January 1, 2002. SFAS 142 requires,  among other things,  the  discontinuance of
goodwill  amortization.  In addition,  the standard includes  provisions for the
reclassification  of  certain  existing  recognized   intangibles  as  goodwill,
reassessment   of  the  useful   lives  of  existing   recognized   intangibles,
reclassification  of certain intangibles out of previously reported goodwill and
the identification of reporting units for purposes of assessing potential future
impairments  of  goodwill.  SFAS 142 also  requires  the  Company to  complete a
transitional goodwill impairment test six months from the date of adoption.  The
Company is currently assessing,  but has not yet determined,  the impact of SFAS
142 on its financial position and results of operations.

     Certain  reclassifications  have been made to prior year amounts to conform
to current year presentations.

Note 2 -- Inventories

                                                  June 30,         December 31,
                                                    2001               2000
                                                  --------           --------
Finished goods................................. $  39,297           $  45,496
Work in process................................     5,337               3,392
Raw materials..................................    21,395              15,962
                                                ---------           ---------
          Total inventories.................... $  66,029           $  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
                                                      ----        -----    -------------    ---------        -----
<S>                                               <C>          <C>           <C>            <C>            <C>
Three fiscal months ended June 30, 2001
  Net sales..................................     $  86,631    $  16,324     $  36,051      $    --        $139,006
  Income (loss) from operations..............        11,393         (290)        8,426         2,425         21,954

Three fiscal months ended July 1, 2000
  Net sales..................................     $  81,958    $  12,138     $  34,552      $    --        $128,648
  Income  from operations....................        13,197          893         5,481         1,982         21,553


  Net sales..................................     $ 149,709    $  29,522     $  67,766      $    --        $246,997
  Income (loss) from operations..............        13,901       (1,282)       13,215         4,254         30,088


  Net sales..................................     $ 145,487    $  24,116     $  66,048      $    --        $235,651
  Income (loss) from operations..............        14,865         (774)        9,734         4,394         28,219
</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
six fiscal months ended June 30, 2001 and July 1, 2000,  net sales of operations
in Canada  totaled  12.2% and 12.3% 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)

     For the three  fiscal  months  ended June 30,  2001 and July 1,  2000,  the
comprehensive  income was $5,695 and  $4,215,  respectively.  For the six fiscal
months ended June 30, 2001 and July 1, 2000, the comprehensive loss was $(1,392)
and $(1,403), respectively.

Note 7 -- League Contracts

     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. Since then,  Spalding and
the XFL amended  their  agreement  to permit  Spalding to continue to market and
sell  footballs  utilizing  the  distinctive  red-and-black  design  of the  XFL
football.  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.

     On June 20, 2001 Spalding and NBA  Properties,  Inc.  ("NBAP")  renewed the
Retail  Product  License  Agreement  between  Spalding  and NBAP,  which  grants
Spalding  the  exclusive  right and license to use certain  NBA  trademarks  and
logos, including the designation,  "The Official Game Ball of the NBA". The term
of the contract extension is August 1, 2001 to September 30, 2005.



<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 June 30,
2001, and the related  condensed  consolidated  statements of operations for the
three  and six  fiscal  months  ended  June 30,  2001  and  July 1,  2000 and of
condensed  consolidated cash flows for the six fiscal months ended June 30, 2001
and July 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
July 31, 2001


<PAGE>



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

Forward-Looking Statements

     Sections of this Form 10-Q, including Management's  Discussion and Analysis
of Results of  Operations  and Financial  Condition  ("MD&A"),  contain  various
forward-looking  statements,  within  the  meaning  of  the  Private  Securities
Litigation Reform Act of 1995, with respect to the financial condition,  results
of operation and business of the Company. Examples of forward-looking statements
are statements  that use the words  "expect",  "anticipate",  "plan",  "intend",
"project",  "believe" and similar expressions.  These forward-looking statements
involve certain risks and uncertainties,  and no assurance can be given that any
of such matters  will be realized.  Actual  results may differ  materially  from
those  contemplated  by such forward  looking  statements  as a result of, among
other things, failure by the Company to predict accurately customer preferences;
a decline in the demand for merchandise  offered by the Company;  failure of the
Company's  brand  repositioning   strategy  and  organizational   restructuring;
competitive   influences;   changes  in  levels  of  consumer  spending  habits;
effectiveness of the Company's brand awareness and marketing  programs;  general
economic  conditions  that are less favorable than expected or a downturn in the
consumer products industry;  a significant change in the regulatory  environment
applicable to the Company's  business;  an increase in the rate of import duties
or export  quotas  with  respect  to the  Company's  merchandise;  or 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.

Results of Operations

     Fiscal quarter ended June 30,  2001("2001  second  quarter") as compared to
the fiscal quarter ended July 1, 2000 ("2000 second quarter").

     Net sales for the 2001 second  quarter  were $139.0  million as compared to
$128.6  million for the 2000 second  quarter.  Net sales  increased 8.1% for the
2001 second quarter as compared to the 2000 second quarter.

     U.S. Golf net sales  increased to $86.6 million for the 2001 second quarter
as compared to $82.0  million for the 2000 second  quarter,  an increase of $4.6
million, or 5.6%. The increase was primarily from sales of the STRATA(R) and the
TOP-FLITE(R)  family  of golf  ball  lines,  including  the new  STRATA(R)  TOUR
ULTIMATE(R)  golf  ball.  Net sales of golf  clubs  were also  favorable  in the
current quarter compared to the 2000 second quarter due to continued  success of
the BEN HOGAN(R) and TOP-FLITE(R) XL 2000(TM) irons. Net sales of golf shoes and
accessories  declined from the 2000 second  quarter,  partially  offsetting  the
increase in golf balls and clubs.

     Net sales of U.S.  Sporting  Goods  increased to $16.3  million in the 2001
second  quarter as compared to $12.1  million in the 2000  second  quarter.  The
increase is a result of a significant  increase in  basketball  sales due to the
introduction  of the  INFUSION(R)  ball  (featuring  a built-in  pump) and, to a
lesser degree,  continued  success in footballs.  These increases were partially
offset  by a  decline  in the  sales of  softball  products  marketed  under the
DUDLEY(R) brand.

     International  net sales  increased  to $36.0  million  in the 2001  second
quarter as compared to $34.6 million in the 2000 second quarter,  representing a
4.0% increase. Excluding the unfavorable effect of foreign currency translation,
international  sales  improved  10.5% for the 2001 second quarter as compared to
the 2000 second quarter.

     Gross profit decreased 2.3% to $67.0 million for the 2001 second quarter as
compared to $68.6 million in the 2000 second quarter. Gross margin (gross profit
as a percentage of net sales)  decreased 5.2 percentage  points to 48.2% for the
2001 second  quarter as compared  to 53.4% for the 2000 second  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.
Gross  profit  was  also  negatively  impacted  by  the  Company's  response  to
competitive  activity and the change in product mix from the success of sporting
goods  products,  which  resulted in a lower  percentage of the Company's  sales
attributable to golf products (which generally carry a higher margin).

     Selling,  general and  administrative  ("SG&A") expenses decreased to $47.3
million  for the 2001 second  quarter as compared to $50.0  million for the 2000
second  quarter.  The  decrease  is  principally  due to cost  cutting  measures
implemented by the Company.

     Royalty  income  was $2.2  million  for the 2001  second  quarter  and $2.9
million in the 2000  second  quarter.  The  decrease  is due to a soft  domestic
apparel market and weaker than expected foreign currencies.

     Interest expense, net increased to $15.0 million in the 2001 second quarter
as  compared  to $14.8  million in the 2000  second  quarter.  The $0.2  million
increase is attributable to an increase in the Company's average debt balance to
$579.5  million in the 2001 second  quarter as compared to $554.8 million in the
2000 second quarter.  The increase  related to a higher average debt balance was
partially  offset by a decrease in the  Company's  average  interest rate on its
borrowings  from 10.09% in the 2000  second  quarter to 9.66% in the 2001 second
quarter.

     Net  currency  gains/losses  were a gain of $0.8 million in the 2001 second
quarter  compared  to a loss of $0.7  million in the 2000  second  quarter - see
"Currency Hedging".

     Income  taxes were $2.0  million in the 2001 second  quarter as compared to
$1.9 million in the 2000 second quarter. The increase in tax expense is a result
of an increase  in the  Company's  net income  before  income  taxes in the 2001
second quarter as compared to the 2000 second quarter.

     Fiscal six months  ended June 30, 2001  ("2001 six  months") as compared to
the fiscal six months ended July 1, 2000 ("2000 six months").

     Net sales for the 2001 six months were $247.0 million as compared to $235.7
million for the 2000 six months,  representing an increase of $11.3 million,  or
4.8%.  Excluding the translation impact of weaker foreign currencies,  net sales
grew 6.9%.

     U.S. Golf net sales increased $4.2 million,  or 2.9%, to $149.7 million for
the 2001 six months as compared to $145.5  million for the 2000 six months.  The
increase is partially driven from sales of STRATA(R) and the TOP-FLITE(R) family
of golf balls. The STRATA(R) TOUR  ULTIMATE(R) golf ball has experienced  strong
sales since its January introduction. Strong sales in golf clubs, led by the BEN
HOGAN(R) APEX EDGE(TM) and  TOP-FLITE(R)  XL 2000(TM)  irons  contributed to the
increase  in sales as  compared  to the  same  period  of the  prior  year.  The
APEX-EDGE(TM)  is a premium  forged club that is designed for the  mid-to-higher
handicap golfer. The TOP-FLITE(R) XL 2000(TM) features titan steel with a larger
sweet spot.

     Net sales of U.S. Sporting Goods increased to $29.5 million in the 2001 six
months as compared to $24.1  million in the 2000 six months.  The  increase is a
result of a significant  increase in basketball sales due to the introduction of
the INFUSION(R)  (featuring a built-in pump) and continued success in footballs.
These  increases  were  partially  offset by a decline in the sales of  softball
products marketed under the DUDLEY(R) brand.

     International  net sales  increased  2.7% to $67.8  million in the 2001 six
months as  compared  to $66.0  million  in the 2000 six  months.  Excluding  the
unfavorable effect of foreign currency translation, international sales improved
10.1% for the 2001 six months as compared to the 2000 six months.

     Gross  profit  decreased  to  $116.3  million  for the 2001 six  months  as
compared to $121.9  million in the 2000 six months,  a decrease of $5.6 million,
or 4.6%.  Gross margin (gross profit as a % of sales)  decreased 4.6  percentage
points to 47.1% for the 2001 six  months as  compared  to 51.7% for the 2000 six
months.  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.  Gross profit was also  negatively  impacted by the  Company's
response to competitive  activity and the change in product mix from the success
of sporting goods  products,  which resulted in a lower portion of the Company's
sales attributable to golf products (which generally carry a higher margin).

     Selling,  general and  administrative  ("SG&A") expenses decreased to $91.1
million for the 2001 six months as  compared  to $98.8  million for the 2000 six
months. The decrease is principally due to cost cutting measures  implemented by
the Company.

     Royalty  income  decreased  $0.2  million  to $4.9  million in the 2001 six
months as compared to $5.1 million in the 2000 six months.

     Interest expense,  net increased to $30.9 million in the 2001 six months as
compared to $29.5 million in the 2000 six months.  The $1.4 million  increase is
attributable  to an increase in the  Company's  average  debt  balance to $578.6
million in the 2001 six  months as  compared  to $547.0  million in the 2000 six
months.  The increase  related to a higher  average  debt balance was  partially
offset by a decrease in the Company's  average  interest rate on its  borrowings
from 10.07% in the 2000 six months to 10.0% in the 2001 six months.

     Net currency  losses  increased to $1.9 million in the 2001 six months from
$1.3 million in the 2000 six months - see "Currency Hedging".

     Income  taxes  were a benefit  of $0.6  million  in the 2001 six  months as
compared to a benefit of $0.9 million in the 2000 six months.

     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 six  months,  the Company  used a portion of its opening  cash
balance of $17.4 million and $0.1 million in cash from  financing  activities to
fund operating cash flow  requirements of $8.8 million and capital  expenditures
of $4.8 million.  Net cash utilized by operating  activities was $8.8 million in
the 2001 six months and $21.2  million in the 2000 six months.  For the 2001 six
months,  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 June 30,  2001,  the  Company had an  available  borrowing
capacity of $25.6 million (net of $52.7 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.

     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 measures
implemented  by the Company 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  accounting  principles
generally  accepted in the United States of America 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
six months ended June 30, 2001 and July 1, 2000.



                                             June 30,          July 1,
                                               2001             2000
                                            ---------         ---------
                                                   (In thousands)
             Net loss...............        $ (2,063)         $ (1,664)
             Interest expense.......          30,875            29,476
             Income tax benefit ....            (599)             (905)
             Depreciation...........           5,635             6,162
             Amortization...........           2,245             2,241
                                            --------          --------
             EBITDA.................        $ 36,093          $ 35,310
                                            ========          ========

     Currency  Hedging.  In the 2001 six months and for the year ended  December
31, 2000,  approximately 22.3% 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.



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 has adopted
this standard,  amended by SFAS No. 138, effective January 1, 2001. The adoption
of  this  standard  had no  impact  on the  Company's  consolidated  results  of
operations or consolidated financial position.

     In July 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards  No. 141 ("SFAS  141"),  "Business
Combinations".  SFAS 141 requires the purchase method of accounting for business
combinations    initiated    after   June   30,   2001   and    eliminates   the
pooling-of-interests-method.  The Company  does not believe that the adoption of
SFAS  141  will  have  a  significant  impact  on  its  consolidated   financial
statements.

     In July 2001, the FASB issued Statement of Financial  Accounting  Standards
No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets", which is effective
January 1, 2002. SFAS 142 requires,  among other things,  the  discontinuance of
goodwill  amortization.  In addition,  the standard includes  provisions for the
reclassification  of  certain  existing  recognized   intangibles  as  goodwill,
reassessment   of  the  useful   lives  of  existing   recognized   intangibles,
reclassification  of certain intangibles out of previously reported goodwill and
the identification of reporting units for purposes of assessing potential future
impairments  of  goodwill.  SFAS 142 also  requires  the  Company to  complete a
transitional goodwill impairment test six months from the date of adoption.  The
Company is currently  assessing,  but has not yet  determined the impact of SFAS
142 on its financial position and results of operations.


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,
subsidiaries  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 for entering these hedge contracts is to
minimize  the  impact  of  foreign  currency  fluctuations  on  the  results  of
operations.  Certain  increases  or  decreases  in the  subsidiary  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.

     The Company had no outstanding  foreign forward exchange  contracts open at
June 30, 2001.  As of July 1, 2000,  the Company had  outstanding  the following
purchased foreign forward exchange contract (in thousands of U.S. dollars):

                                                   Weighted
                                                    Average
                                   Contract        Contract        Unrealized
                                    Amount           Rate             Gain
                                    ------           ----             ----
    Canadian dollar.............    $2,625           $.686             $25

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.

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  consolidated  financial  condition  or  consolidated  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 May 21, 2001 to announce  financial  results for the
three months ended March 31, 2001.




<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: August 9, 2001



<PAGE>






                                                                      EXHIBIT 15



August 8, 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  three and six months ended June 30, 2001 and July 1,
2000, as indicated in our report dated July 31, 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 June 30, 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