Commission File Number 0-29014

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1997

                              TEARDROP GOLF COMPANY
        (Exact Name of Small Business Issuer as Specified in Its Charter)

           DELAWARE                                              51-105660
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

        1080 Lousons Road
        Union, New Jersey                                          07083
(Address of principal executive office)                          (Zip Code)

       Registrant's telephone number, including area code: (908) 688-4445

     Check whether issues (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes _X_   No ___

     Number of shares of Common Stock outstanding as of November 14, 1997:
3,242,500

Transitional Small Business Disclosure Format (Check One):  Yes [ ]  No [X]

<PAGE>

                              TEARDROP GOLF COMPANY

                                FORM 10-QSB INDEX

                  FOR QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997


                                                                        Page No.
                                                                        --------
Part I.  Financial Information                        

         Item 1. Financial Statements
                 Balance Sheet                                             3
                 Statements of Operations                                  4
                 Statements of Cash Flows                                  5
                 Notes to Financial Statements                            6-8

         Item 2. Management's Discussion and Analysis of Results
                 of Operations and Financial Conditions                   9-11


Part II. Other Information                                                11-14

         Signature Page                                                     15



                                        2
<PAGE>

                          Part I. Financial Information

                          Item 1. Financial Statements

                              TEARDROP GOLF COMPANY

                                  BALANCE SHEET
                                   (Unaudited)
                               September 30, 1997

                                     ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                           $   866,165
  Accounts receivable, less allowance for doubtful
   accounts of $125,000                                   372,043
  Inventories                                             355,179
  Prepaid advertising                                     271,265
  Other current assets                                    186,757
                                                      -----------
       Total current assets                                         $ 2,051,409

PROPERTY AND EQUIPMENT, less accumulated
 depreciation                                                           269,417

INTANGIBLE ASSETS, less accumulated amortization                         26,658

OTHER ASSETS                                                             11,486
                                                                    -----------
                                                                    $ 2,358,970
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of obligation under capital lease   $    20,340
  Accounts payable and other current liabilities          661,736
                                                      -----------
       Total current liabilities                                    $   682,076

NOTES PAYABLE, stockholder                                              412,250

OBLIGATION UNDER CAPITAL LEASE, less
 current portion                                                         46,682

STOCKHOLDERS' EQUITY:
  Preferred stock, $.01 par value,
   authorized 1,000,000 shares, issued and
   outstanding none
  Common stock, $.01 par value, authorized
   10,000,000 shares, issued and outstanding
   2,242,500 shares                                        22,425
  Capital in excess of par value                        6,564,357
  Accumulated deficit                                  (5,368,820)
                                                      -----------
       Total stockholders' equity                                     1,217,962
                                                                    -----------
                                                                    $ 2,358,970
                                                                    ===========

                 See accompanying notes to financial statements.


                                        3

<PAGE>

                              TEARDROP GOLF COMPANY

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                Three Months Ended             Nine Months Ended
                                   September 30,                  September 30,
                             --------------------------    --------------------------
                                 1997           1996           1997           1996
                             -----------    -----------    -----------    -----------
<S>                          <C>            <C>            <C>            <C>        
SALES                        $ 1,010,790    $   329,974    $ 2,415,271    $   715,495

COST OF SALES                    243,103        145,937        565,229        299,521
                             -----------    -----------    -----------    -----------

GROSS PROFIT                     767,687        184,037      1,850,042        415,974

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES       1,701,905        471,390      4,975,383        667,759
                             -----------    -----------    -----------    -----------

LOSS FROM OPERATIONS            (934,218)      (287,353)    (3,125,341)      (251,785)

INTEREST INCOME (EXPENSE)         (2,063)       (69,064)        38,475       (121,145)
                             -----------    -----------    -----------    -----------

NET LOSS                     $  (936,281)   $  (356,417)   $(3,086,866)   $  (372,930)
                             ===========    ===========    ===========    ===========

NET LOSS PER COMMON SHARE    $      (.42)   $     (0.48)   $     (1.42)   $     (0.50)
                             ===========    ===========    ===========    ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING     2,216,957        750,000      2,181,767        750,000
                             ===========    ===========    ===========    ===========
</TABLE>

                 See accompanying notes to financial statements.


                                        4

<PAGE>

                              TEARDROP GOLF COMPANY

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                          Nine Months Ended
                                                             September 30,
                                                       ------------------------
                                                           1997         1996
                                                       -----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                            $(3,086,866) $  (372,930)
   Adjustments to reconcile net loss to net
    cash used in operating activities:
     Depreciation and amortization                          48,074       26,368
     Provision for doubtful accounts                        74,512        3,795
     Stock and stock options issued for services           130,509          125
     Accrued interest on stockholders' notes                23,880       74,147
     Changes in assets and liabilities:
        Increase in accounts receivable                   (216,353)    (192,540)
        (Increase) decreased in inventories               (248,398)      19,971
        Increase in prepaid advertising                    (56,224)
        Increase in other current assets                  (120,550)     (59,834)
        Increase in other non-current assets               (11,488)
        (Decrease) increase in accounts payable
          and other current liabilities                    (15,980)      45,640
                                                       -----------  -----------
NET CASH USED IN OPERATING ACTIVITIES                   (3,478,884)    (455,258)
                                                       -----------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES, purchases
 of property and equipment                                (146,999)      (5,074)
                                                       -----------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on notes payable                              (300,000)
   Payments on obligations under capital lease              (8,269)     (12,582)
   (Payments on) proceeds from stockholders notes         (443,389)     461,125
   Proceeds from issuance of common stock                  734,713
                                                       -----------  -----------

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES        (16,945)     448,543
                                                       -----------  -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS               (3,642,828)     (11,789)

CASH AND CASH EQUIVALENTS:
   Beginning of period                                 $ 4,508,993       15,868
                                                       -----------  -----------
   End of period                                       $   866,165  $     4,079
                                                       ===========  ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION, cash paid during the period for interest  $    19,338  $    28,498
                                                       ===========  ===========

                 See accompanying notes to financial statements.


                                        5

<PAGE>

                              TEARDROP GOLF COMPANY

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 -  ACCOUNTING POLICIES:

          The accounting  policies followed by the Company are set forth in Note
          1 of the  Company's  financial  statements on Form 10-KSB for the year
          ended December 31, 1996. These financial  statements should be read in
          conjuction with the financial  statements and notes thereto,  together
          with management's  discussion and analysis of financial  condition and
          results of operations contained in the Company's Annual Report on Form
          10-KSB for the year ended December 31, 1996. The results of operations
          for the nine  months  ended  September  30,  1997  are not  necessarly
          indicative of the results for the entire  fiscal year ending  December
          31, 1997.

          In the opinion of management,  the accompanying  financial  statements
          contain the  necessary  adjustments,  all of which are of a normal and
          recurring nature, to present fairly Teardrop Golf Company's  financial
          position at September 30, 1997 and the results of its  operations  for
          the three and nine months  ended  September  30, 1997 and 1996 and its
          cash flows for the nine months ended September 30, 1997 and 1996.

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial  statements and the reported amounts of revenues
          and expenses during the reporting period.  Actual results could differ
          from those estimates.

NOTE 2 -  INVENTORIES:

          Inventories consist of the following at September 30, 1997:

               Raw materials                                       $294,874
               Finished goods                                        60,305
                                                                   --------
                                                                   $355,179
                                                                   ========
               
NOTE 3 -  STOCKHOLDERS' EQUITY
          
          In  January  1997,   the  Company's   underwriters   exercised   their
          over-allotment  option to sell an additional  187,500 shares of common
          stock at $4.50 per share (net  proceeds  of  approximately  $734,000).
          Proceeds  of  approximately  $422,000  were used to repay  stockholder
          notes,  plus  accrued  interest,  of  which  $351,000  was paid to the
          Company's Chief Executive Officer (CEO) in repayment of amounts due to
          him under the notes.


                                        6

<PAGE>

                              TEARDROP GOLF COMPANY

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 4 -  COMMITMENTS AND CONTINGENCIES:

          In January 1996,  the Company  entered into an  endorsement  agreement
          with  a PGA  touring  professional  for  three  years.  The  agreement
          provides for  payments of $70,000 and $98,000  during the years ending
          December 31, 1997, and 1998, respectively.  In addition, the agreement
          provides for certain  bonuses  based on  tournament  performances  and
          sales in Australia  and New Zealand,  as defined.  This  agreement was
          modified on January 17,  1997.  The  modified  agreement  provides for
          guaranteed  compensation of $50,000. In addition,  the Company granted
          options to acquire  1,000  shares of the  Company's  common  stock for
          $4.75 per share.  These options vest immediately and expire five years
          from the grant date.

          The Company entered into a two year advertising  agreement  commencing
          January 1, 1997, with a one year renewal  option.  The Company will be
          obligated  to  pay  an  aggregate   of   approximately   $770,000  for
          advertising services, as defined in the agreement.

          On November 18, 1996, the Company entered into a three year employment
          agreement  with its CEO  commencing  December 19, 1996.  The agreement
          provides for annual compensation of $175,000, with a one year renewal,
          and performance  bonuses,  as defined.  The agreement further provides
          that the CEO may not  engage in  certain  competitive  activities,  as
          defined, for two years after termination of the employment agreement.

          On November 18, 1996,  the Company  entered into an agreement  for the
          production  of an  infomercial.  The  agreement  provides for a fee of
          $132,500,  to be paid in  installments  during the  production  of the
          infomercial,  and for  royalties  to be  paid  of 1% of net  worldwide
          television sales, as defined.

          In  December  1996,  the  Company  entered  into one year  endorsement
          agreements  with nine  touring  golf  professionals,  which  commenced
          January 1, 1997. The agreements provide for base  compensation,  which
          ranges  between  $8,000 and $75,000 per annum,  and bonuses based upon
          tournament  performance.  In conjunction  with these  agreements,  the
          Company  granted  options to acquire an aggregate of 11,200  shares of
          the  Company's  common  stock at $4.75 per share.  These  options vest
          immediately and expire five years from the grant date.

          In  1997,  the  Company  entered  into  one and two  year  endorsement
          agreements  with  ten  touring  golf  professionals,  which  commenced
          January 1, 1997. The agreements provide for base  compensation,  which
          ranges between  $12,000 and $60,000 per annum,  and bonuses based upon
          tournament  performance.  Certain of these  bonuses are in the form of
          additional  stock option grants,  as defined in the agreements,  at an
          exercise  price based upon the market value of the common stock on the
          date of the grant. In conjunction with these  agreements,  the Company
          granted  options  to  acquire  an  aggregate  of 12,100  shares of the
          Company's  common  stock  at  $4.75  per  share.  These  options  vest
          immediately and expire five years from the grant date.


                                        7

<PAGE>

                              TEARDROP GOLF COMPANY

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 5 -  SUBSEQUENT EVENT:

          On November 10,  1997,  the Company  consummated  the  acquisition  of
          substantially  all of the assets of the Tommy Armour Golf  Company,  a
          Delaware  corporation,  USI Canada Inc., an Ontario  corporation,  and
          Tommy  Armour  Golf  (Scotland)  Ltd.  for a  purchase  price of $24.5
          million, subject to certain adjustments as of the time of closing. The
          acquired  assets  and  certain  specified  assumed   liabilities  were
          transferred to a newly-formed, wholly owned subsidiary of the Company,
          currently named "TearDrop Acquisition Corp."

          The purchase price for the assets  consisted of (i)  $10,000,000  cash
          (the "Cash  Payment"),  (ii) 100,000 shares of the Company's  Series A
          Cumulative convertible Preferred Stock (the "Series A Stock") having a
          redemption value of $10,000,000 and having the rights set forth in the
          Certificate of Designation for the Series A Stock, and (iii) 1,000,000
          shares of the Company's common stock, par value $.01 per share.

          The company obtained funds for the Cash Payment pursuant to a Loan and
          Security Agreement (the "Loan Agreement") among the Company,  TearDrop
          Acquisition Corp. and CoreStates Bank, N.A.  ("CoreStates").  Pursuant
          to  the  Loan  Agreement,   CoreStates  has  provided  an  $18,000,000
          revolving  credit  facility (the "Credit  Facility") to the Company to
          finance the asset  acquisition  and the Company's  working capital and
          general corporate expenditures.  Funds extended pursuant to the Credit
          Facility accrue interest at the prime rate minus 1/2% per annum.



                                        8

<PAGE>

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

     The following should be read in conjunction with the TearDrop Golf
Company's (the "Company") financial statements and the related notes thereto
included elsewhere herein.

Overview

     The Company introduced its first product, the TearDrop putter, in 1993 and
commenced significant marketing and sales activities in 1994. Since the
introduction of the TearDrop putter, the Company has expanded its product line
to include 12 putters and four wedges. On November 10, 1997, the Company,
through its newly formed wholly owned subsidiary currently named Tommy Armour
Golf Company ("Tommy Armour"), acquired substantially all of the assets (the
"Acquisition") of Tommy Armour Golf Company, a Delaware corporation (currently
named TA Liquidation Corp.), and Tommy Armour Golf (Scotland) Ltd. and the golf
operations of USI Canada Inc., an Ontario corporation, (each a "Seller" and
collectively, the "Sellers"). Tommy Armour manufactures, markets and distributes
a full line of golf clubs, including irons, woods and wedges, as well as other
golf accessories. Tommy Armour has established a reputation and product brand
recognition as one of the leading golf club manufacturers in the world.
Recently, however, Tommy Armour has incurred losses as a result of a variety of
reasons, including competitive pressures and recent substantial expenditures
relating to a new product line that did not meet with the amount of consumer
acceptance that had been anticipated. Tommy Armour's operations, resources,
sales capabilities as well as its sales are substantially greater than those of
the Company. The Company believes that the integration of the operations of
Tommy Armour, located primarily in Chicago, Illinois, into the Company may
require some time and expense, and the Company may continue to incur losses as
it completes its transition. See "Item 5. Other Information." While management
of the Company believes that the Acquisition will significantly expand the
Company's product line and sales, it cannot predict the effect that the
consolidation will have on the market acceptance of the Company's golf clubs or
the market price of its securities.

     The Company has not been profitable for the nine months ended September 30,
1997, and does not expect to be profitable for the year ended December 31, 1997.
In order to achieve profitability, the Company will be required to address
numerous issues, including, among others: (i) successfully integrating the
operations of Tommy Armour into those of the Company, (ii) increasing market
awareness of, and demand for, its existing products, (iii) effectively
introducing, over time, additional innovative golf clubs to the market, (iv)
accurately gauging demand for its products, (v) determining viable price points
for such products, (vi) maintaining and strengthening its supply channels, and
(vi) continuing to build efficient channels of distribution. There can be no
assurance that the Company will ever achieve profitability, or that if such
profitability is attained, that it can be maintained.

     During the first nine months of 1997, the Company implemented a substantial
television and print advertising campaign, including the production and airing
of a television infomercial and a series of television commercials. The costs to
produce the infomercial and commercials and to show these on the air have been
substantial and the Company is continuing to incur these costs during the fourth
quarter of 1997 in order to increase consumer awareness of its products. With
the Acquisition, the Company intends to increase further its advertising and
promotional expenditures. Accordingly, the Company may continue to incur losses
as it continues its extensive advertising and promotions efforts.

     The Company believes that an important element for introducing and
increasing awareness of its golf clubs is the building of a corp of touring
professional golfers that will endorse, use and win with the Company's clubs.
Accordingly as an integral part of its marketing strategy, the Company
continually seeks to obtain professional endorsements of its clubs. The Company
is currently negotiating agreements with professional golfers for the 1998
calendar year. In addition to cash consideration paid by the Company to
professionals for use of their names in connection with the marketing of the
Company's clubs and the use of the clubs by such professionals in tournament
play, bonus payments which could be substantial may be made by the Company based
upon tournament performance. The Company has granted stock options to its
endorsing professionals and intends to continue to do so as the future. With the
Acquisition, and the increased level of exposure that the Company intends to
seek, the Company may enter into increasingly more costly endorsement
agreements. The effect of a particular professional's endorsement on the
successful marketing of the Company's clubs, and the heightening of awareness of
the Company's name, may be directly related to the success of such professional
in tournament play. The Company, however, will be required to compensate a
professional whether or not he is successful. In order to succeed with its
marketing strategy, the Community believes it will be required to enter into
endorsement agreements with additional touring professional golfers who will be
successful in tournament play.

     The market for high quality, premium priced golf clubs is highly
competitive and includes a number of well established companies that may have
greater brand name recognition and financial resources. The Company faces
competition on the basis of price, reputation and qualitative distinctions among
available products. The Company cannot predict the market acceptance of the
Company's golf clubs in relation to its competition.


                                       9

<PAGE>

Results of Operations

     The Company had sales of $1,010,790 during the quarter ended September 30,
1997 and $2,415,271 during the first nine months of 1997 compared to sales of
$329,974 during the quarter ended September 30, 1996 and $715,495 during the
first nine months of 1996, an increase of 306% and 337% respectively. The
increase is attributable to increased marketing and advertising, and improved
capabilities during 1997 of producing and delivering clubs.

     Gross profit during the quarter ended September 30, 1997 was $767,687
(75.9% of sales) compared to $184,037 (55.8% of sales) during the quarter ended
September 30, 1996. For the first nine months of 1997, gross profit was
$1,850,042 (76.6% of sales) compared to $415,974 (58.1% of sales) for the first
nine months of 1996. The increase in the gross profit as a percentage of sales
is attributable to the increased capabilities during 1997 of producing and
delivering clubs as well as the increase in sales, which effectively spreads the
overhead burden over a larger sales base.

     During the three months ended September 30, 1997, selling, general and
administrative expenses were $1,701,905 compared to $471,390 for the three
months ended September 30, 1996. For the nine months ended September 30, 1997,
selling, general and administrative expenses were $4,975,383 compared to
$667,759 for the nine months ended September 30, 1996. This increase is
attributable to substantial increases in marketing and advertising activities,
principally television advertising, including production costs and the airing of
a television infomercial; the hiring of additional marketing and sales
personnel; and moving expenses in connection with the move of the Company's
headquarters from Hilton Head, South Carolina to Union, New Jersey. The Company
plans a reduction in advertising expenditures in the fourth quarter of 1997 from
the levels sustained during the second and third quarters of 1997.

     As a result of the costs and expenses, described above, relating to the
planned growth of the Company, the Company incurred a net loss of $936,281
during the quarter ended September 30, 1997 compared to a net loss of $356,417
for the quarter ended September 30, 1996 and a net loss of $3,086,866 for the
nine months ended September 30, 1997 compared to a net loss of $372,930 for the
nine months ended September 30, 1996.

Liquidity and Capital Resources

     The Company had working capital of $1,369,333 at September 30, 1997. Since
the inception of the Company, its internally generated cash flow has not been
sufficient to finance operations. The funds which are currently being used to
support operations are generally the proceeds received from the Company's
initial public offering of its securities in December 1996. Prior to that time,
the Company had been substantially dependent upon loans from its current
stockholders in order to maintain its operations. The $400,000 of remaining debt
owed to a current stockholder will be payable upon the earlier of the date of
exercise of its outstanding Redeemable Common Stock Purchase Warrants (to the
extent proceeds are sufficient to make repayment) or December 19, 1999.

     The Company has entered into an advertising agreement with the Golf Channel
which commenced January 1, 1997 and ends on December 31, 1998. The agreement
provides that the Company will pay $770,000 to the Golf Channel over the term of
the agreement for the broadcast of commercial advertising during, and
sponsorship of certain television programming produced by the Golf Channel. The
Company has incurred substantial expenses and undertaken substantial financial
commitments to commence its media campaign including the production of its
television infomercial, its television commercials and its print advertisements
and has purchased substantial advertising time during the next several months on
a variety of broadcast and cable television channels. The Company will depend
upon increased sales to satisfy these obligations and to recover these costs.

     In August 1997, the Company entered into a five-year lease agreement which
terminates August 31, 2002 for approximately 20,000 square feet of office,
manufacturing, warehouse and distribution space in Union, New Jersey. The
aggregate minimum rental payments under the lease for the one year periods
ending August 31, 1998 and 1999 are $75,000. The Company conducts its corporate,
research and development, assembly, warehouse and distribution activities from
these facilities for its TEARDrop line of putters and Spin Master wedges.

     In October 1997, the Company, through a wholly owned subsidiary, acquired
substantially all of the assets of Pro Golf Promotions, LLC relating to a
professional golf tour formerly known as "The PowerBilt Tour."

     In November 1997, the Company, through a wholly owned subsidiary, acquired
the assets and assumed certain specified liabilities of the Tommy Armour Golf
Company. The Company obtained funds for the cash portion of the Acquisition
pursuant to an $18 million credit facility. Funds extended pursuant to the
credit facility accrue interest at the prime rate minus 1/2% or LIBOR plus 2%
per annum. The Company drew down $10 million under the credit facility to fund
the cash portion of the Acquisition. The Company intends to draw down additional
amounts to fund its working capital needs on an on-going basis, as the Company's
losses continue. See "Item 5. Other Information."

     In connection with the Acquisition, the Company issued 100,000 shares of
Series A Cumulative Convertible Preferred Stock (the "Series A Preferred Stock")
having a redemption value of $10,000,000. The Series A Preferred Stock is
entitled to cumulative dividends at 6% per annum for the first year after
issuance, 7.5% per annum for the second year after issuance and 9% per annum
thereafter.

Seasonality

     The purchasing decisions of most customers are typically made in the autumn
and the vast majority of sales are expected to occur during the first six months
of the year. In addition, quarterly results may vary from year to year due to
the timing of new product introductions, orders and sales, advertising
expenditures, promotional periods and shipments. Accordingly, comparisons of
quarterly information of the Company's results of operations may not be
indicative of the Company's overall annual performance.

Forward Looking Statements

     When used in this and in future filings by the Company with the Securities
and Exchange Commission, in the Company's press releases and in oral statements
made with the approval of an authorized executive officer of the Company, the
words or phrases "will likely result," 


                                       10

<PAGE>

"expects," "plans," "will continue," "is anticipated," "estimated," "project" or
"outlook" or similar expressions (including confirmations by an authorized
executive officer of the Company of any such expressions made by a third party
with respect to the Company) are intended to identify "forward-looking
statements." The Company wishes to caution readers not to place undue reliance
on any such forward-looking statements, each of which speak only as of the date
made. Such statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from historical earnings and those
presently anticipated or projected. They include the risks of market acceptance
of or preference for the Company's golf clubs, competitive forces, the impact
of, and changes in, general economic factors in the golf club industry and other
factors discussed in the Company's filings with the Securities and Exchange
Commission. The Company has no obligation to publicly release the result of any
revisions which may be made to any forward-looking statements to reflect
anticipated or unanticipated events or circumstances occurring after the date of
such statements.

                          PART II - OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds

     (c)  Recent Sales of Unregistered Securities

     The following table sets forth all sales of unregistered securities by the
Registrant since June 30, 1997.

<TABLE>
<CAPTION>

Nature of
Transaction and                                                                         Aggregate
Date                     Purchasers           Securities Sold      Price per Share      Offering Price
----                     ----------           ---------------      ---------------      --------------
<S>                      <C>                  <C>                  <C>                  <C> 
Sale of shares to a      Millenium Holdings   50,000 shares of     $.01                 $500 plus services rendered
consultant to the        Group Inc.           Common Stock
Company, August 1997

Sale of shares pursuant  Tommy Armour         1,000,000 shares     $5.50                (2)
to asset acquisition,    Golf Company (1)     of Common Stock
November 1997

Sale of shares pursuant  Tommy Armour         100,000 shares of    $100                 (2)
to asset acquisition,    Golf Company (1)     Preferred Stock
November 1997

</TABLE>
----------
(1)  Currently known as TA Liquidation Corp.

(2)  These shares were a portion of the consideration paid by the Company in
     connection with the Acquisition. See "Item 5. Other Information." 

     The Company relied on Section 4(2) of the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder for each issuance.
No underwriters were involved nor any commissions paid in connection with any of
the above transactions.


                                       11

<PAGE>

     (d)  Use of Proceeds

          (1)       The Company's Registration Statement on Form SB-2 (File No.
                    333-14647) was declared effective by the Securities and
                    Exchange Commission on December 18, 1996.

          (4)(vii)  The amount of net offering proceeds to the Company used for
                    the following purposes:

                                    Direct or indirect payments       Direct or
                                    to directors, officers, general   indirect
                                    partners of the issuer or their   payments
                                    associates; to persons owning     to others
                                    10% or more of any class of
                                    equity securities of the issuer;
                                    and to affiliates of the issuer
                               
     (a)  Construction of Plant Building          $ 0                 $ 0
          and facilities                                               
                                                                       
     (b)  Purchase and installation of            $ 0                 $  147,000
          machinery and equipment                                      
                                                                       
     (c)  Purchase of Real estate                 $ 0                 $ 0
                                                                       
     (d)  Acquisition of other businesses         $ 0                 $ 0
                                                                       
     (e)  Repayment of indebtedness               $391,616            $ 0
                                                                      
     (f)  Working capital                         $ 0                 $1,349,000
                                                                       
     (g)  Temporary investments                                        
             Money Market Acct.                   $ 0                 $  835,000
                                                                       
     (h)  Other purposes                                               
             Marketing and Advertising            $ 0                 $2,150,000
             Manufacturing Operations             $ 0                 $  431,000
                Research and Development          $ 0                 $   46,000
                                                                   
Item 5. Other Information

     On November 10, 1997, the Company consummated its acquisition of
substantially all of the assets and the assumption of certain specified
liabilities of the Sellers for a purchase price consisting of (i) $10 million in
cash (the "Cash Payment"), (ii) 100,000 shares of Series A Preferred Stock
having a redemption value of $10,000,000 and (iii) 1,000,000 shares of the
Company's common stock, par value $.01 per share (the Common Shares"), subject
to certain post closing adjustments.


                                       12
<PAGE>

The Series A Preferred Stock is entitled to cumulative dividends at 6% per annum
for the first year after issuance, 7.5% per annum for the second year after
issuance and 9% per annum thereafter. In addition the Series A Preferred Stock
is convertible into shares of Common Stock at any time at the rate of $7.50 per
share. The acquired assets and certain specified assumed liabilities were
transferred to a newly-formed, wholly owned subsidiary of the Company, currently
named "Tommy Armour Golf Company." A copy of the Certificate of Designation for
the Series A Preferred Stock and the Asset Purchase Agreement (the "Acquisition
Agreement") dated October 31, 1997 by and among the Company, the Sellers and USI
American Holdings, Inc., a Delaware corporation and the sole stockholder of
Tommy Armour Golf Company (currently TA Liquidation Corp.), are attached hereto
as Exhibits 3.5 and 10.24, respectively, and incorporated herein by reference.

     At the time of the acquisition, the Company elected John Raos, the
President and Chief Operating Officer of US Industries, Inc., to a position on
its Board of Directors. The Company intends to continue to use the acquired
assets in connection with the manufacturing, marketing and distributing of the
Armour(TM) line of golf clubs.

     The Company obtained funds for the Cash Payment pursuant to a Loan and
Security Agreement (the "Loan Agreement") among the Company, TearDrop
Acquisition Corp. and CoreStates Bank, N.A. ("CoreStates"), a copy of which is
attached hereto as Exhibit 10.26 and incorporated herein by reference. Pursuant
to the Loan Agreement, CoreStates has provided an $18 million revolving credit
facility (the "Credit Facility") to the Company to finance the asset acquisition
and the Company's working capital and general corporate expenditures. The
Company drew down $10 million under the Credit Facility to fund the Cash
Payment. Funds extended pursuant to the Credit Facility accrue interest at the
prime rate minus 1/2% per annum or LIBOR plus 2% per annum. The Credit Facility
is collateralized by substantially all of the assets of the Company, including
the assets acquired in connection with the acquisition. The Loan Agreement
contains restrictions on certain of the Company's activities, including, but not
limited to, the payment of dividends, redemption of securities and the sale of
assets outside the ordinary course of the Company's business.

     The Company also entered into a Registration Agreement (the "Registration
Agreement") pursuant to which the Company agreed to file a registration
statement on Form S-3 with the Securities and Exchange Commission registering
the sale of the shares of Common Stock, the Series A Preferred Stock and the
shares of the Company's common stock into which the Series A Shares are
convertible and use its best efforts to have the Registration Statement declared
effective no later than February 28, 1998. A copy of the Registration Agreement
is attached hereto as Exhibit 10.25 and is incorporated herein by reference.

     The foregoing summary does not purport to be complete and is qualified in
its entirety by reference to the full text of the Acquisition Agreement, the
Registration Agreement, the Loan Agreement and the Certificate of Designation,
copies of which are attached hereto as Exhibits, 10.24, 10.25, 10.26 and 3.5,
respectively.


                                       13

<PAGE>

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

          Exhibit No.         Description
          -----------         -----------

          3.5                 Certificate of Designation of Series A Cumulative 
                              Convertible Preferred Stock
          10.24*              Property Lease dated August 10, 1997 between the 
                              Company and Dolo Realty Co.
          10.25               Asset Purchase Agreement
          10.26               Registration Agreement
          10.27               Loan and Security Agreement

     (b)  Reports on Form 8-K

          There were no reports on Form 8-K filed by the Registrant during the
          quarter ended September 30, 1997.

---------- 
*    Previously filed with the Securities and Exchange Commission as an exhibit
     to the Company's Post-Effective Amendment No. 1 to the Registration
     Statement on Form SB-2 (File No.333-14647) and incorporated herein by
     reference.


                                       14

<PAGE>

                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       TEARDROP GOLF COMPANY


Dated:  November 19, 1997                    /s/ Rudy A. Slucker
                                 ----------------------------------------------
                                 Rudy A. Slucker, President and Chief
                                 Executive Officer (Principal Executive Officer)


Dated:  November 19, 1997                     /s/ Joseph Cioni
                                 ----------------------------------------------
                                 Joseph Cioni, Vice President of Finance and
                                 Chief Financial Officer (Principal Financial
                                 and Accounting Officer)