EXHIBIT 10.44
                  THIRD AMENDMENT TO CREDIT AGREEMENT


     THIS  THIRD  AMENDMENT  to  Credit Agreement (the "Amendment") is
made  as  of this 26th day of March, 1997, by and among Sportmart, Inc.
("Borrower"),  BT Commercial Corporation, as agent (in its capacity as
agent,  "Agent")  and    BT Commercial Corporation (in its capacity as
lender,  "BTCC"), Sanwa Business Credit Corporation ("Sanwa"), LaSalle
National Bank ("LaSalle"), Fleet Capital Corporation ("Fleet"), Heller
Financial, Inc.  ("Heller"), National Bank of Canada ("NBC"), American
National  Bank  and Trust Company of Chicago ("American National") and
IBJ  Schroder Bank and Trust Company ("IBJ"), as Lenders (BTCC, Sanwa,
LaSalle,  Fleet,  Heller,  NBC,  American National and IBJ referred to
collectively as "Lenders")

                         W I T N E S S E T H:

     WHEREAS,  Borrower, Agent and Lenders are parties to that certain
Credit  Agreement  dated  as  of  September 6, 1996 as amended by that
certain  Consent  and  First Amendment to Credit Agreement dated as of
November  21, 1996 and that certain Consent and Second Amendment dated
as of January 17, 1997 (as so amended, the "Credit Agreement"); and

     WHEREAS,  Borrower  has  requested that Agent and Lenders provide
for certain amendments to the Credit Agreement as more fully set forth
herein.

     NOW,  THEREFORE, in consideration of the mutual agreements herein
contained  and  other good and valuable consideration, the adequacy of
which  is hereby acknowledged, and subject to the terms and conditions
hereof, the parties hereto hereby agree as follows:

     
SECTION  1.    DEFINITIONS.    Unless  otherwise  defined  herein, all
capitalized  terms  shall have the meaning given to them in the Credit
Agreement.

     SECTION 2.  AMENDMENTS TO CREDIT AGREEMENT.

          2.1  Section  8.1  of the Credit Agreement is hereby amended
     by  deleting  such  section  in  its  entirety  and inserting the
     following in lieu thereof:

               "8.1   Consolidated Book Net Worth.  The Borrower shall
               maintain  the  Consolidated  Book Net Worth of not less
               than  the  amount  set  forth  below for the applicable
               period:

                    Period                        Amount
          
                    From the date hereof          $70,000,000
                    until May 5, 1997                  

                    May 5, 1997 through           $72,000,000
                    August 5, 1997           

                    At all times thereafter       $75,000,000"
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          2.2  Section  8.4  of the Credit Agreement is hereby amended
               by  deleting  the  first two sentences thereof in their
               entirety and inserting the following in lieu thereof:

               "The  Borrower  shall  not  make  payments  for Capital
               Expenditures  in  excess of $10,000,000 for Fiscal Year
               1997  and  in excess of $16,000,000 for any fiscal year
               thereafter."          
               
          2.3  All  other  provisions  of  the  Credit Agreement shall
               remain unchanged.

     SECTION  3.    REAFFIRMATION  BY  BORROWER.    Borrower  hereby
represents  and  warrants  to  Agent  and  Lender  that  (i)  the
representations  and  warranties  set forth in Section 6 of the Credit
Agreement are true and correct on and as of the date hereof, except to
the extent (a) that any such representations or warranties relate to a
specific  date,  or (b) of changes thereto as a result of transactions
for  which Agent and Lenders have granted their consent; (ii) Borrower
is  on  the  date  hereof  in  compliance  with  all  of the terms and
provisions  set  forth  in the Credit Agreement as hereby amended; and
(iii)  upon  execution  hereof  no  Default  or  Event  of Default has
occurred and is continuing or has not previously been waived.

     SECTION 4.  FULL FORCE AND EFFECT.  Except as herein amended, the
Credit  Agreement  and all other Credit Documents shall remain in full
force and effect.

     SECTION  5.  COUNTERPARTS.  This Amendment may be executed in two
or  more  counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same document.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this
Amendment on the day and year specified above.

                                   BORROWER:

                                   SPORTMART, INC.


                                   By:  /S/ THOMAS HENDRICKSON        
                                   Name:    THOMAS HENDRICKSON               
                                   Title:   EXECUTIVE VICE PRESIDENT -      
                                            CHIEF FINANCIAL OFFICER

                                   AGENT:

                                   BT COMMERCIAL CORPORATION

                                   By: /S/ PHILIP J. ISOM                     
                                   Name:   PHILIP J. ISOM                
                                   Title:  ASSOCIATE               

                                   LENDER:

                                   BT COMMERCIAL CORPORATION

                                   By:  /S/ PHILIP J. ISOM                      
                                   Name:    PHILIP J. ISOM                
                                   Title:   ASSOCIATE                      
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                                   LENDER:

                                   SANWA BUSINESS CREDIT
                                   CORPORATION

                                   By:  /S/ MICHAEL J. COX                      
                                   Name:    MICHAEL J. COX            
                                   Title:   VICE PRESIDENT                  
                                   
                                   LENDER:

                                   LASALLE NATIONAL BANK

                                   By:  /S/ TODD J. LANSLIONI               
                                   Name:    TODD J. LANSLIONI            
                                   Title:   VICE PRESIDENT                  
                                   
                                   LENDER:

                                   FLEET CAPITAL CORPORATION

                                   By:  /S/ ROBERT J. LUND                     
                                   Name:    ROBERT J. LUND            
                                   Title:   VICE PRESIDENT                   
                                   
                                   LENDER:

                                   HELLER FINANCIAL, INC.

                                   By:  /S/ SHYAM AMLADI                    
                                   Name:    SHYAM AMLADI            
                                   Title:   SENIOR VICE PRESIDENT            
                                   
                                   LENDER:

                                   NATIONAL BANK OF CANADA

                                   By:  /S/ B. WALDERSEN  - C.F. MARTIN, JR.  
                                   Name:  B. WALDERSEN  -  C.F. MARTIN, JR.   
                                   Title: V. P.         - V.P. & REGION MGR.  
                                   
                                   LENDER:

                                   AMERICAN NATIONAL BANK
                                   AND TRUST COMPANY OF CHICAGO

                                   By: /S/ PAUL C. CARLISLE                     
                                   Name:   PAUL C. CARLISLE             
                                   Title:  FINANCE VICE PRESIDENT             
                                   
                                   LENDER:

                                   IBJ SCHRODER BANK AND
                                   TRUST COMPANY

                                   By:  /S/ ROBERT R. WALLACE               
                                   Name:    ROBERT R. WALLACE            
                                   Title:   VICE PRESIDENT            
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