================================================================================



                       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 SEPTEMBER 30, 2000.

                                       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)

<TABLE>
<S>                                                                              <C>
                            DELAWARE                                             59-2439656
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)      (I.R.S. EMPLOYER IDENTIFICATION NO.)
          425 MEADOW STREET, CHICOPEE, MASSACHUSETTS                               01013
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                             (ZIP CODE)
</TABLE>

               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 October 31, 2000, was 98,901,747 shares.

================================================================================



<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 September 30, 2000 and October 2, 1999.......................    3

               Condensed Statements of Consolidated Operations for the nine fiscal months
                    ended September 30, 2000 and October 2, 1999..............................    4

               Condensed Consolidated Balance Sheets at September 30, 2000 and
                    December 31, 1999.........................................................    5

               Condensed Statements of Consolidated Cash Flows for the nine fiscal months
                    ended September 30, 2000 and October 2, 1999..............................    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.......................   18

PART II.     OTHER INFORMATION
  Item 1.    Legal Proceedings................................................................   19

  Item 6.    Exhibits and Reports on Form 8-K.................................................   19

</TABLE>


                                       2
<PAGE>



                 SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES

                 CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS

    FOR THE THREE FISCAL MONTHS ENDED SEPTEMBER 30, 2000 AND OCTOBER 2, 1999

                          (DOLLAR AMOUNTS IN THOUSANDS)

                                                      SEPTEMBER 30,   OCTOBER 2,
                                                          2000           1999
                                                         ------         ------
                                                              (UNAUDITED)
NET SALES ..........................................    $ 80,842       $ 88,641
  Cost of sales ....................................      39,014         59,843
                                                        --------       --------

GROSS PROFIT .......................................      41,828         28,798
  Selling, general and administrative expenses .....      43,419         44,205
  Royalty income, net ..............................      (3,796)        (3,256)
  Restructuring and other unusual costs ............                       (184)
                                                        --------       --------

INCOME (LOSS) FROM OPERATIONS ......................       2,205        (11,967)
  Interest expense, net ............................      15,231         13,784
  Currency loss (gain), net ........................       1,677         (1,004)
  Equity in net income of Evenflo Company, Inc. ....                       (561)
                                                        --------       --------

LOSS BEFORE INCOME TAXES ...........................     (14,703)       (24,186)
  Income tax  benefit ..............................      (4,733)        (8,753)
                                                        --------       --------

NET LOSS ...........................................    $ (9,970)      $(15,433)
                                                        ========       ========

























            See Notes to Condensed Consolidated Financial Statements.

                                       3
<PAGE>



                 SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES

                 CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS

     FOR THE NINE FISCAL MONTHS ENDED SEPTEMBER 30, 2000 AND OCTOBER 2, 1999

                          (DOLLAR AMOUNTS IN THOUSANDS)

                                                      SEPTEMBER 30,   OCTOBER 2,
                                                          2000           1999
                                                         ------         ------
                                                            (UNAUDITED)

NET SALES ..........................................   $ 316,493      $ 333,840
  Cost of sales ....................................     152,767        196,893
                                                       ---------      ---------

GROSS PROFIT .......................................     163,726        136,947
  Selling, general and administrative expenses .....     142,239        134,879
  Royalty income, net ..............................      (8,937)        (8,205)
  Restructuring and other unusual costs ............                        482
                                                       ---------      ---------

INCOME FROM OPERATIONS .............................      30,424          9,791
  Interest expense, net ............................      44,707         41,699
  Currency loss (gain), net ........................       2,989           (331)
  Equity in net loss of Evenflo Company, Inc. ......                        248
                                                       ---------      ---------

LOSS BEFORE INCOME TAXES ...........................     (17,272)       (31,825)
  Income tax benefit ...............................      (5,639)       (10,774)
                                                       ---------      ---------

NET LOSS ...........................................   $ (11,633)     $ (21,051)
                                                       =========      =========

























            See Notes to Condensed Consolidated Financial Statements.



                                       4
<PAGE>



                 SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                    SEPTEMBER 30, 2000 AND DECEMBER 31, 1999

               (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>

                                                                                    SEPTEMBER 30,  DECEMBER 31,
                                                                                        2000          1999
                                                                                       ------        ------
                                                                                           (UNAUDITED)
                   ASSETS
<S>                                                                                    <C>          <C>
CURRENT ASSETS

Cash................................................................................ $   3,686    $   2,931
Receivables, less allowance of $2,084 and $2,050, respectively......................    77,528       95,829
Inventories.........................................................................    71,570       49,012
Deferred income taxes...............................................................    11,412       12,218
Prepaid expenses....................................................................     8,432        1,555
                                                                                     ---------    ---------
          TOTAL CURRENT ASSETS......................................................   172,628      161,545
Property, plant and equipment, net..................................................    45,867       58,734
Intangible assets, net..............................................................   104,755      108,135
Deferred income taxes...............................................................   106,998       99,877
Deferred financing costs............................................................    13,347       15,721
Other...............................................................................       736          400
                                                                                     ---------    ---------
          TOTAL ASSETS.............................................................. $ 444,331    $ 444,412
                                                                                     =========    =========

                              LIABILITIES AND SHAREHOLDERS' DEFICIENCY

CURRENT LIABILITIES

Non-U.S. bank loans................................................................. $   5,703    $   4,081
Short-term debt.....................................................................     3,516        3,341
Accounts payable....................................................................    70,041       74,098
Accrued expenses....................................................................    59,113       60,270
Income taxes........................................................................                    315
                                                                                     ---------    ---------
          TOTAL CURRENT LIABILITIES.................................................   138,373      142,105
Long-term debt......................................................................   524,983      510,700
Pension benefits....................................................................     9,597        9,787
Postretirement benefits.............................................................     8,210        7,940
Other...............................................................................                     92
                                                                                     ---------    ---------
          TOTAL LIABILITIES.........................................................   681,163      670,624
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY (DEFICIENCY)
Preferred  stock,  $.01  par  value,  50,000,000  shares  authorized;  1,000,000
     outstanding,   liquidation   value  $134.5  million  and  $120.9   million,
     respectively...................................................................   100,000      100,000
Common stock, $.01 par value, 150,000,000 shares authorized, 98,901,747
     and  98,058,948 shares outstanding, respectively...............................       989          981
Additional paid-in capital..........................................................   466,417      466,088
Accumulated deficit.................................................................  (800,312)    (788,679)
Treasury stock, 27,441 shares, at cost..............................................      (128)        (128)
Loans for stock.....................................................................      (508)        (644)
Deferred compensation...............................................................      (162)        (200)
Accumulated other comprehensive loss-- currency translation adjustments.............    (3,128)      (3,630)
                                                                                     ---------    ---------
          TOTAL SHAREHOLDERS' DEFICIENCY............................................  (236,832)    (226,212)
                                                                                     ---------    ---------
          TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY............................ $ 444,331    $ 444,412
                                                                                     =========    =========
</TABLE>


            See Notes to Condensed Consolidated Financial Statements.



                                       5
<PAGE>



                 SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES

                 CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

     FOR THE NINE FISCAL MONTHS ENDED SEPTEMBER 30, 2000 AND OCTOBER 2, 1999

                          (DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                   SEPTEMBER 30,  OCTOBER 2,
                                                                        2000        1999
                                                                       ------      ------
                                                                          (UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                <C>          <C>
Net loss.......................................................    $ (11,633)   $ (21,051)
Adjustments to reconcile net loss to net cash used in
   operating activities:
  Write-down and write-off of inventories......................                     8,662
  Depreciation.................................................        9,360        5,946
  Non-cash expenses............................................          171
  Equity in net loss of Evenflo Company, Inc...................                       248
  Intangibles amortization.....................................        3,381        3,354
  Deferred income taxes........................................       (6,316)     (11,374)
  Deferred financing cost amortization.........................        2,374        2,455
  Other........................................................          136         (384)
Changes in assets and liabilities:
  Receivables..................................................       18,298        4,606
  Inventories..................................................      (22,558)      25,548
  Current liabilities, excluding bank loans....................       (5,253)     (17,378)
  Prepaid expenses and other...................................       (6,874)      (1,824)
                                                                   ---------    ---------
          NET CASH USED IN OPERATING ACTIVITIES                      (18,914)      (1,192)
                                                                   ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures, net of refunds...........................        3,502      (12,788)
                                                                   ---------    ---------
          NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES..        3,502      (12,788)
                                                                   ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:

Net borrowings under revolving credit loan.....................       13,518       12,828
Net borrowings (repayment) of other indebtedness...............        2,470       (1,349)
Proceeds from issuance of common stock.........................            8          106
Payments received from loans for stock, net....................          171
                                                                   ---------    ---------
          NET CASH PROVIDED BY FINANCING ACTIVITIES............       16,167       11,585
                                                                   ---------    ---------
NET INCREASE (DECREASE) IN CASH................................          755       (2,395)
Cash balance, beginning of period..............................        2,931        8,036
                                                                   ---------    ---------
Cash balance, end of period....................................    $   3,686    $   5,641
                                                                   =========    =========
SUPPLEMENTAL CASH FLOW DATA:

Interest paid..................................................    $  34,020    $  39,817
                                                                   =========    =========
Income taxes paid..............................................    $     406    $     560
                                                                   =========    =========
</TABLE>









            See Notes to Condensed Consolidated Financial Statements.



                                       6
<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 September 30, 2000, and the
related condensed  statements of consolidated  operations for the three and nine
fiscal  month  periods  ended  September  30,  2000 and  October  2, 1999 and of
condensed consolidated cash flows for the nine fiscal months ended September 30,
2000 and  October  2, 1999 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, 1999 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, 1999.

     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 2000 calendar year
are as follows: April 1, July 1, September 30 and December 31.


NOTE 2 -- INVENTORIES

                                  SEPTEMBER 30,      DECEMBER 31,
                                      2000              1999
                                     ------            ------
Finished goods.................... $  51,733         $  34,729
Work in process....................    5,483             2,798
Raw materials......................   14,354            11,485
                                   ---------         ---------
          Total inventories....... $  71,570         $  49,012
                                   =========         =========

                                       7
<PAGE>

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  Statement of
Financial  Accounting  Standards  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 SEPTEMBER 30, 2000
  Net sales......................................$  49,371    $  10,371    $  21,100    $    --      $  80,842
  Income (loss) from operations..................   (1,191)      (1,124)         331       4,189         2,205

THREE FISCAL MONTHS ENDED OCTOBER 2, 1999
  Net sales......................................$  49,455    $  19,149    $  20,037    $    --      $  88,641
  Income (loss) from operations..................  (11,097)      (4,429)         320       3,239       (11,967)

NINE FISCAL MONTHS ENDED SEPTEMBER 30, 2000
  Net sales......................................$ 194,858    $  34,487    $  87,148    $    --      $316,493
  Income (loss) from operations..................   13,674       (1,898)      10,065       8,583       30,424

NINE FISCAL MONTHS ENDED OCTOBER 2, 1999
  Net sales......................................$ 188,554    $  61,094    $  84,192    $    --      $333,840
  Income (loss) from operations..................   (2,677)      (4,179)       8,713       7,934        9,791
</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)                                TOP-FLITE(R)
          MOLITOR(R)                                 SPALDING(R)

     U.S.   Sporting  Goods  includes   basketballs,   softballs,   volleyballs,
footballs, 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
nine fiscal months ended  September  30, 2000 and October 2, 1999,  net sales of
operations in Canada  totaled 10.9% and 10.1% of total  consolidated  net sales,
respectively. No other foreign country accounted for net sales representing more
than 10% of total consolidated net sales.

                                       8
<PAGE>

     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 -- INVESTMENT IN AFFILIATE

     From August 20, 1998 through  December 23, 1999, the Company owned 42.4% of
the common stock of Evenflo Company, Inc. ("Evenflo"). Evenflo markets specialty
juvenile products under the EVENFLO(R),  GERRY(R) and SNUGLI(R)  trademarks.  On
December  23,  1999,  the KKR 1996 Fund,  a  shareholder  and  affiliate  of the
Company,  purchased  Spalding's 42.4% common stock ownership in Evenflo. The net
proceeds  from this  transaction  of $23.0 million were used to repay term loans
under the Company's senior credit facilities.

     Summarized  financial  information of Evenflo for the three and nine months
ended October 2, 1999 is set forth below.

                     CONDENSED INCOME STATEMENT INFORMATION

<TABLE>
<CAPTION>
                                                            THREE MONTHS     NINE MONTHS
                                                                ENDED           ENDED
                                                                -----           -----

<S>                                                          <C>             <C>
Net sales................................................... $  93,550       $ 258,595
                                                             =========       =========

Gross profit................................................ $  23,372       $  62,440
                                                             =========       =========

Earnings (loss) before income tax and extraordinary items... $     719       $  (2,054)
                                                             =========       =========

Net earnings (loss)......................................... $   1,324       $    (583)
                                                             =========       =========

Company's proportionate share (42.4%)....................... $     561       $    (248)
                                                             =========       =========
</TABLE>

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.

     During October 1999, the Company substantially completed the implementation


                                       9
<PAGE>

of  a  fully  integrated  computer  system  for  its  domestic  operations.  The
implementation  included  significant changes to customer service,  warehousing,
distribution  and financial  processes.  The Company  encountered  some start-up
difficulties   that   primarily   affected  the   efficiency  of  warehouse  and
distribution  operations.  While the  Company  was able to process  and  fulfill
orders,  it was not able to do so at an adequate rate,  thus risking the loss of
future  business  if  immediate  action  was not taken to  fulfill  all  orders.
Accordingly,  the Company  returned to certain  components of its prior computer
system to deliver a level of distribution  activity that met the ongoing demands
for its  products.  The  financial  modules  of the  new  computer  system  were
successfully  implemented  in October 1999 and are currently in use.  During the
second quarter of 2000, the Company's assessment of the difficulties encountered
by the new computer system  progressed to a point whereby the Company  concluded
that those  aspects of the system which had been  deactivated  during the fourth
quarter of 1999 will not be reactivated.  While the Company's  current  computer
systems  environment  adequately  supports its basic  business  needs,  selected
system  upgrades  are planned over the  remainder  of 2000 and into 2001.  As of
September  30,  2000,  $0.8  million is  capitalized  relating  to costs for the
financial modules that are in use and no amounts are capitalized  related to the
deactivated modules.

NOTE 6 -- COMPREHENSIVE INCOME/(LOSS)

     In June 1997, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards  ("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
September 30, 2000 and October 2, 1999, the comprehensive  loss was $(9,728) and
$(16,050), respectively. For the nine fiscal months ended September 30, 2000 and
October  2,  1999,   the   comprehensive   loss  was  $(11,131)  and  $(21,424),
respectively.



                                       10
<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 September
30, 2000, and the related  condensed  consolidated  statements of operations for
the three and nine fiscal  months ended  September  30, 2000 and October 2, 1999
and of  condensed  consolidated  cash  flows for the nine  fiscal  months  ended
September  30,  2000 and October 2, 1999.  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,  1999,  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 17,  2000,  we
expressed  an  unqualified  opinion  (which  includes an  explanatory  paragraph
regarding a change in the method of inventory  valuation) on those  consolidated
financial  statements.  In  our  opinion,  the  information  set  forth  in  the
accompanying  condensed  consolidated  balance  sheet as of December 31, 1999 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
October 24, 2000




                                       11
<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 Financial  Conditions  and Results of Operations  ("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  SEPTEMBER 30, 2000 ("2000 THIRD QUARTER") AS COMPARED
TO THE FISCAL QUARTER ENDED OCTOBER 2, 1999 ("1999 THIRD QUARTER").

     NET SALES for the 2000 third  quarter  were $80.8  million as  compared  to
$88.6 million for the 1999 third  quarter.  Excluding  the sale of  discontinued
products  totaling $9.8 million in the 1999 third quarter,  net sales  increased
2.6% for the 2000 third quarter.

     U.S.  Golf net  sales of $49.4  million  for the 2000  third  quarter  were
consistent  with sales for the 1999 third quarter,  which totaled $49.5 million.
Increases  in the net  sales of  STRATA(R)  golf  balls  and the new line of BEN
HOGAN(R)  golf  clubs,  and to a lesser  extent an increase in net sales of golf
shoes and  gloves,  were  basically  offset by the  absence  of net sales of the
discontinued SPALDING(R) golf club line and a decrease in net sales of TOP-FLITE
XL(R) golf balls.

     Net sales of U.S.  Sporting  Goods  decreased to $10.4  million in the 2000
third  quarter as  compared  to $19.1  million in the 1999  third  quarter.  The
decrease is primarily a result of the Company's SKU rationalization and decision
to exit  low-margin  products  in 1999 such as tennis,  baseball  and  ETONIC(R)
athletic  shoes  and  to a  lesser  extent  from  a  decline  in  net  sales  of
basketballs.  During 2000,  the Company  licensed the  ETONIC(R)  athletic  shoe
business to a third party to generate a stream of future income.

                                       12
<PAGE>

     International  net  sales  increased  to $21.1  million  in the 2000  third
quarter as compared to $20.0 million in the 1999 third  quarter,  representing a
5.3%   increase.   Excluding  the  effect  of  foreign   currency   translation,
international sales improved 10.9% for the 2000 third quarter as compared to the
1999 third  quarter, driven  primarily  as a result of the  introduction  of BEN
HOGAN(R) irons in international markets during 2000.

     GROSS  PROFIT  improved to $41.8 for the 2000 third  quarter as compared to
$28.8 million in the 1999 third quarter, an increase of $13.0 million, or 45.2%.
Gross  margin  (gross  profit  as a  percentage  of net  sales)  increased  19.2
percentage  points to 51.7% for the 2000 third  quarter as compared to 32.5% for
the 1999 third  quarter.  Included in the 1999 third  quarter  was an  inventory
write-down and write-off of approximately  $8.7 million that was consistent with
the Company's marketing strategy of repositioning its core brands.

     Excluding the effect of the inventory  write-off in the 1999 third quarter,
gross profit in the 2000 third quarter increased $4.3 million as compared to the
1999 third quarter,  and gross margin  increased 9.4  percentage  points for the
period.  Improvements  in gross  profit  and gross  margin are due to a shift in
product mix towards  higher-end  golf products as indicated in the discussion of
net sales above. In addition,  improvements  have been generated by efficiencies
and cost savings achieved in manufacturing operations.

     SELLING,  GENERAL AND  ADMINISTRATIVE  ("SG&A") EXPENSES decreased to $43.4
million for the 2000 third  quarter as  compared  to $44.2  million for the 1999
third quarter. The decrease is principally due to lower selling expenses.

     ROYALTY  INCOME  increased  to $3.8  million for the 2000 third  quarter as
compared  to $3.3  million  in the  1999  third  quarter,  representing  a 16.6%
increase.  The  increase  is  primarily  due to higher  royalties  for  athletic
footwear in the U.S.

     RESTRUCTURING AND OTHER UNUSUAL COSTS.  During the 1999 third quarter,  the
Company  recorded  $0.2 million of income  related to the reversal of previously
established restructuring accruals for closed foreign subsidiaries.

     INTEREST  EXPENSE  increased to $15.2  million in the 2000 third quarter as
compared to $13.8 million in the 1999 third quarter.  The $1.4 million  increase
is mainly  attributable to an increase in the Company's average interest rate on
its borrowings  from 9.75% in the 1999 third quarter to 10.63% in the 2000 third
quarter.

     NET CURRENCY LOSSES were $1.7 million in the 2000 third quarter compared to
a gain of $1.0  million in the 1999 third  quarter -- see "Item 3 --  Disclosure
About Foreign Currency Risk".

     EVENFLO. The Company had earnings of $0.6 million from its 42.4% investment
in the common  stock of Evenflo  Company,  Inc. for the 1999 third  quarter.  On
December  23,  1999,  the KKR 1996 Fund,  a  shareholder  and  affiliate  of the
Company,  purchased  Spalding's 42.4% investment in the common stock of Evenflo.
The net proceeds from this  transaction of $23.0 million were used to repay term
loans under the Company's senior credit facilities.

     INCOME TAX BENEFIT  decreased to $4.7 million in the 2000 third  quarter as
compared to $8.8 million in the 1999 third quarter.  The decrease in tax benefit


                                       13
<PAGE>

is a result of a decrease in the  Company's  net loss before income taxes in the
2000 third quarter as compared to the 1999 third quarter.  During the 2000 third
quarter,  the effective tax rate of 32.2% varied from the U.S. federal statutory
rate of 35% due to actual non-U.S. withholding taxes paid.

     FISCAL  NINE MONTHS  ENDED  SEPTEMBER  30,  2000  ("2000  NINE  MONTHS") AS
COMPARED TO THE FISCAL NINE MONTHS ENDED OCTOBER 2, 1999 ("1999 NINE MONTHS").

     NET SALES for the 2000 nine  months  were  $316.5  million as  compared  to
$333.8  million  for the 1999 nine  months,  representing  a  decrease  of $17.3
million, or 5.2%. Overall,  sales of discontinued  products included in the 1999
nine months  were $34.7  million.  Excluding  discontinued  products,  net sales
increased 5.8% for the 2000 nine months as compared to the 1999 nine months.

     U.S. Golf net sales increased $6.2 million,  or 3.3%, to $194.9 million for
the 2000 nine months as compared to $188.6 million for the 1999 nine months. The
increase  is driven by  improved  net sales  during the 2000 nine  months of the
STRATA(R)  AND  TOP-FLITE(R)  XL 2000(R) golf ball lines as compared to the 1999
nine  months.  These gains were  partially  offset by a decrease in net sales of
other golf ball products,  golf clubs and golf shoes.  The decrease in golf club
net  sales is due to the  discontinuation  of the  SPALDING(R)  family of clubs,
partially  offset by an increase in net sales of BEN  HOGAN(R)  clubs due to the
Company's  successful  introduction of the new APEX PLUS(TM) irons in the fourth
quarter of 1999.

     Net sales of U.S.  Sporting  Goods  decreased to $34.5  million in the 2000
nine months as compared to $61.1  million in the 1999 nine months.  The decrease
is primarily a result of the Company's SKU  rationalization and decision to exit
low-margin products such as tennis, baseball and ETONIC(R) athletic shoes and to
a lesser  extent from a decline in net sales of  basketballs.  During 2000,  the
Company  licensed  the  ETONIC(R)  athletic  shoe  business  to a third party to
generate a stream of future income.

     International  net sales  increased  3.5% to $87.1 million in the 2000 nine
months as  compared  to $84.1  million in the 1999 nine  months.  Excluding  the
effect of foreign currency  translation,  international  sales improved 5.9% for
the 2000 nine months as compared to the 1999 nine months  driven  primarily as a
result of the introduction of BEN HOGAN(R) irons in international markets during
2000.

     GROSS  PROFIT  improved  to  $163.7  million  for the 2000  nine  months as
compared  to  $136.9  million  in the 1999 nine  months,  an  increase  of $26.8
million,  or  19.6%.  Gross  margin  (gross  profit  as a  percentage  of sales)
increased 10.7  percentage  points to 51.7% for the 2000 nine months as compared
to 41.0% for the 1999 nine  months.  Included  in the 1999  nine  months  was an
inventory  write-down  and  write-off  of  approximately  $8.7  million that was
consistent  with the  Company's  marketing  strategy of  repositioning  its core
brands.

     Excluding  the effect of the  inventory  write-off in the 1999 nine months,
gross profit in the 2000 nine months  increased $18.1 million as compared to the
1999 nine  months,  and gross margin  increased  8.1  percentage  points for the
period.  Improvements  in gross  profit  and gross  margin are due to a shift in
product mix towards  higher-end  golf products as indicated in the discussion of
net sales above. In addition,  improvements  have been generated by efficiencies
and cost savings achieved in manufacturing operations.

                                       14
<PAGE>

     SELLING,  GENERAL AND ADMINISTRATIVE  ("SG&A") EXPENSES increased to $142.2
million for the 2000 nine months as compared to $134.9 million for the 1999 nine
months.  The increase is  principally  due to higher  advertising  and promotion
spending to drive sales across all distribution channels.

     ROYALTY  INCOME  increased  $0.7  million to $8.9  million in the 2000 nine
months as  compared to $8.2  million in the 1999 nine  months.  The  increase is
primarily  due to  higher  royalties  for  athletic  footwear  in the U.S.  that
occurred in the 2000 third quarter.

     RESTRUCTURING  AND OTHER UNUSUAL  COSTS.  During the 1999 nine months,  the
Company  recorded  $0.8  million of charges for  restructuring  its  operations,
primarily management  severance and related expenses.  These charges were offset
by   restructuring   income  for  the   reduction  of   previously   established
restructuring accruals for foreign subsidiaries that were closed.

     INTEREST  EXPENSE  increased  to $44.7  million in the 2000 nine  months as
compared to $41.7 million in the 1999 nine months.  The $3.0 million increase is
attributable  to an  increase  in the  Company's  average  interest  rate on its
borrowings from 9.63% in the 1999 nine months to 10.49% in the 2000 nine months.
The increase related to interest rates was partially offset by a decrease in the
Company's  average  debt  balance to $545.8  million in the 2000 nine  months as
compared to $548.5 million in the 1999 nine months.

     NET CURRENCY LOSSES were $3.0 million in the 2000 nine months,  compared to
gains of $0.3 million in the 1999 nine months -- see Item 3 -- "Disclosure About
Foreign Currency Risk".

     EVENFLO.  The  Company  incurred  a loss of $0.2  million  from  its  42.4%
investment  in the  common  stock of  Evenflo  Company,  Inc.  for the 1999 nine
months.  On December 23, 1999, the KKR 1996 Fund, a shareholder and affiliate of
the  Company,  purchased  Spalding's  42.4%  investment  in the common  stock of
Evenflo.  The net proceeds from this  transaction  of $23.0 million were used to
repay term loans under the Company's senior credit facilities.

     INCOME  TAXES  were a benefit of $5.6  million  in the 2000 nine  months as
compared to a benefit of $10.8 million in the 1999 nine months.  The decrease in
the tax benefit is a result of a decrease in the  Company's  loss before  income
taxes in the 2000 nine months as compared  to the 1999 nine  months.  During the
2000 nine months,  the effective tax rate of 32.7% varied from the U.S.  federal
statutory rate of 35% due to actual non-U.S. withholding taxes paid.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's  principal sources of liquidity are from cash flows generated
from operations and from borrowings  under the Company's $250 million  revolving
credit facility and certain non-U.S.  facilities (the majority of which non-U.S.
borrowings  are  guaranteed by the Company).  The  Company's  principal  uses of
liquidity are to provide working  capital,  meet debt service  requirements  and
finance the Company's strategic plans. At September 30, 2000, the Company had an
available  borrowing capacity under the Credit Facility of $41.3 million (net of
$38.4 million of outstanding letters of credit and bankers' acceptances).  As of
October 31, 2000,  the Company had an  available  borrowing  capacity  under the
Credit Facility of $15.6 million (net of $41.7 million of outstanding letters of
credit and bankers' acceptances).

     The Company believes its business is somewhat  seasonal.  For calendar 1999
quarterly net sales as a percentage of total sales were  approximately 26%, 30%,


                                       15
<PAGE>

21%, and 23%, respectively. Many sporting goods marketed by Spalding, especially
golf  products,  generally  experience  higher levels of sales in the spring and
summer months.  The Company's need for cash historically has been greater in its
first and fourth quarters when cash generated from operating  activities coupled
with drawdowns  from credit  facilities  have been invested in  receivables  and
inventories.

     For the 2000 nine months,  the Company  provided $19.7 million in cash from
financing activities and investing activities to fund $18.9 million in operating
activities.  Net cash utilized by operating  activities was $18.9 million in the
2000 nine months and $1.2 million in the 1999 nine  months.  The  difference  in
operating  cash flows was driven  primarily by  increases  in inventory  and the
timing of payments for advertising and promotion  costs,  partially  offset by a
decrease  in  receivables.  For  the  2000  nine  months,  capital  expenditures
primarily consist of golf ball production expansion costs and software costs for
the development of an automated call center, net of refunds received.

     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 meet its
financial  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,  additional
improvements  in  operating  performance  are  required  in order to  remain  in
compliance  with the financial  covenants  included in Spalding's  senior credit
facility and to have  adequate  liquidity  throughout  the remainder of 2000 and
beyond. In the event the Company's operating performance does not improve to the
extent necessary, the Company will seek additional sources of liquidity and seek
modifications to its current senior credit facility.  There can be no assurance,
however,  that the Company will achieve the necessary  improvements in operating
performance  to  satisfy  these   covenants  or  that   additional   funding  or
modifications to the senior credit facility can be obtained.

     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 (earnings before interest,  taxes, depreciation and amortization) 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 certain  information  regarding the
Company's EBITDA and other net cash flow items for the 2000 and 1999 nine months
and the 2000 and 1999 three months:

                            NINE MONTHS  NINE MONTHS  THREE MONTHS  THREE MONTHS
                               ENDED        ENDED        ENDED         ENDED
                           SEPTEMBER 30,  OCTOBER 2,  SEPTEMBER 30,  OCTOBER 2,
                               2000         1999          2000         1999
                              ------       ------        ------       ------
Net loss ................... $(11,633)    $(21,051)    $ (9,970)    $(15,433)
Interest expense ...........   44,707       41,699       15,231       13,784
Depreciation ...............    9,360        5,946        3,198        1,987
Amortization ...............    3,381        3,354        1,138        1,121
Income taxes ...............   (5,639)     (10,774)      (4,733)      (8,753)
                             --------     --------     --------     --------
EBITDA ..................... $ 40,176     $ 19,174     $  4,864     $ (7,294)
                             ========     ========     ========     ========

                                       16
<PAGE>

     CURRENCY  HEDGING.  In the 2000 nine months and for the year ended December
31, 1999,  approximately 20.8% and 21.2%,  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 the resulting  designation  if used as a hedge.  SFAS No. 133, as
amended by SFAS No. 137  "Deferral of the  Effective  Date of SFAS No. 133",  is
effective  beginning January 1, 2001. In June 2000, the FASB issued SFAS No. 138
"Accounting for Certain Derivative  Instruments and Certain Hedging Activities -
an  amendment  of FASB  Statement  No.  133" which  establishes  accounting  and
reporting standards for certain derivatives,  derivative instruments embedded in
other  contracts  and for certain  hedging  activity.  Management  is  currently
evaluating  the impact of these  statements and believes their adoption will not
materially  affect the Company's  consolidated  financial  position,  results of
operations or cash flows.

     In December 1999, the  Securities  and Exchange  Commission  ("SEC") issued
Staff  Accounting  Bulletin  ("SAB")  101,  "Revenue  Recognition  in  Financial
Statements",  which provides  guidance related to revenue  recognition  based on
interpretations  and  practices  followed by the SEC. SAB 101, as amended by SAB
101A and SAB 101B,  is effective for the  Company's  fourth  quarter of 2000. It
requires companies to report any changes in revenue  recognition as a cumulative
change in accounting  principle at the time of implementation in accordance with
Accounting  Principles Board Opinion 20, "Accounting  Changes." The Company does
not expect that SAB 101 will have a material effect on its financial position or
results of operations.

                                       17
<PAGE>

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 September  30, 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
                           ------         ----           ----
   Canadian dollar.... $    1,000        $.679           $ 20

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 2000,  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  rate
debt, in July 2000 the Company fixed $309.9 million of its variable rate debt in
accordance  with the terms of its credit  agreements  until October 2000 using a
weighted-average  base rate (Eurodollar rate) of 6.7%. In addition, in July 2000
the Company entered into an interest rate cap agreement on $300.0 million of its
variable  rate debt that  commences  in October 2000 (total  variable  rate debt
based on the Eurodollar rate at September 30, 2000 was $307.0 million).  The cap
has a strike rate of 6.85% and expires on January 26, 2001. At October 31, 2000,
the effective Eurodollar interest rate was 6.5%.

                                       18
<PAGE>

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, 1999, filed March 30,
2000. Since March 30, 2000, 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

    27   Financial  Data  Schedule  as of and  for  the  nine  fiscal  months
         ended September 30, 2000

    (b)  Reports on Form 8-K

     None




                                       19
<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: November 9, 2000



                                       20