EXHIBIT 10.43
           CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT


     THIS  CONSENT  AND  SECOND  AMENDMENT  to  Credit  Agreement (the
"Amendment") is made as of this 17th day of January, 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
( " S a n wa"),  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 (as so amended, the "Credit Agreement"); and

     WHEREAS,  Borrower  has  requested that Agent and Lenders provide
for  certain  amendments  to  the  Credit Agreement and consent to the
transfer  of certain assets and business of the Borrower in Canada all
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.  WAIVER AND CONSENT.  Subject to the conditions herein
stated,  the  Agent and Lenders hereby consent to Borrower's cessation
of  SportDepot's  business operations in Canada and the liquidation of
the  assets  thereof (the "Canadian Liquidation") as described in that
certain  proposal  to  close  Canadian  operations  set  forth in that
certain letter delivered by Borrower to Agent on January 16, 1997 (the
"Canadian Liquidation Proposal") and hereby waive any Default or Event
of  Default that would otherwise occur under the Credit Agreement upon
the  implementation  of  the  Canadian Liquidation, including, without
limitation,  any  breach under the terms of Section 6.13 of the Credit
Agreement  (with  respect  to SportDepot leases or contracts), Section
7.4  (with  respect  to the existence or non existence of SportDepot),
Section  8.5(c)  (with  respect to Borrower's guaranty of SportDepot's
leases),  Section 8.8 (with respect to the disposition of SportDepot's
assets),  9.1(e)  (with  respect to the dissolution of SportDepot) and
Section  9.1(h) (with respect to cross defaults of agreements to which
SportDepot  is  a  party).    This  consent  and  waiver  shall not be
construed  as  a  consent  or  waiver  with  respect  to the breach of
Sections  6.13,  7.4,  8.5(c),  8.8,  9.1(e)  or  9.1(h)  or any other
provision  of  the  Credit  Agreement  on any other occasion, event or
occurrence other than those related to the Canadian Liquidation and is
<PAGE>
subject  to the conditions that (i) the transactions effected pursuant
to  the  Canadian  Liquidation shall be on the terms and conditions as
generally  set  forth in the Canadian Liquidation Proposal, (ii) after
giving  effect  to all of the costs, fees and expenses associated with
the  Canadian  Liquidation,  the  maximum pre-tax charge to Borrower's
earnings as reflected in Borrower's audited financial statements shall
not  in  the  aggregate exceed $40,000,000, (iii) Borrower shall cause
SportDepot to transfer the net proceeds of the Canadian Liquidation to
Borrower  for  application  to the Obligations pursuant to Section 8.8
(iv)(b)(II),  (iv) Borrower shall assign any Letter of Credit received
from  any Hilco/Great American Group or from any other agent or broker
assisting  Borrower  with  the  Canadian  Liquidation  as security for
Borrower's  Obligations  hereunder  and under the Credit Agreement and
(v)  Borrower  shall execute and deliver to Agent on behalf of Lenders
any  security  agreements,  assignments,  financing statements and the
like  as Agent and its counsel shall reasonably request to effect such
assignment.  

     SECTION 3.  AMENDMENTS TO CREDIT AGREEMENT.

          3.1  Section  1.1  of the Credit Agreement is hereby amended
     by  deleting  clause (b) in the definition of "Borrowing Base" in
     its entirety and inserting the following in lieu thereof:

               " ( b)    sixty-five  percent  (65%)  of  Eligible
               Inventory;  provided,  however, that so long as no
               Default  or  Event  of Default has occurred and is
               continuing, during the period from the date hereof
               through  and including May 5, 1997, and during the
               period  from  September  15  through and including
               December  15  for each year during the term hereof
               thereafter,   the  amount  available  for  advance
               against  Eligible  Inventory shall be increased by
               the  lesser of (i) an additional five percent (5%)
               of Eligible Inventory or (ii) $10,000,000, plus   
                                                                 
                  
                 (c)  a  $5,000,000  Special Advance during the period
               from  the  date hereof until the earlier of (i) May 31,
               1997,  or  (ii)  Borrower's  receipt  of  a federal tax
               refund as a result of the Company filing of a Form 1139
               (Corporation  Application for Tentative Refund) for the
               fiscal  years ending January 28, 1996, January 29, 1995
               and January 30, 1994."

          3.2  The  Section  1.1  of  the  Credit  Agreement is hereby
     amended  by  inserting  the  following  immediately preceding the
     definition "Capital Expenditures":


               "Canadian  Liquidation" means any sale or transfer
               to   effect  the  transactions  described  in  the
               Canadian Liquidation Proposal.

               "Canadian  Liquidation  Proposal"  means  that  certain
               proposal described in that certain letter dated January
               16, 1997 to Agent from Borrower."
<PAGE>
          3.3  Section  1.1 is hereby further amended by inserting the
     following  definition  immediately  before  the  definition  of
     "Permitted Discretion":

               "Orland  Park  Property"  means the real estate of
               Borrower  located  at  15700  South LaGrange Road,
               Orland Park, Illinois.

          3.4   Section 1.1 is hereby further amended by inserting the
     following    definition   immediately   before   the   definition
     "Subordinated Indebtedness":

               "Special  Advance"  means  that certain $5,000,000
               Special  Advance  described  in  clause (c) of the
               definition of "Borrowing Base."          
               
        3.5  Section  8.1  of the Credit Agreement is hereby amended
     by  deleting  the  text thereof in its entirety and inserting the
     following in lieu thereof:

               "8.1    Consolidated Book Net Worth"  The Borrower
               shall  from  the  date  hereof  until  May 5, 1997
               maintain a Consolidated Book Net Worth of not less
               than  $70,000,000  and  thereafter maintain at all
               times  during  the term hereof a Consolidated Book
               Net Worth of not less than $75,000,000.

          3.6  Section  1.1  of the Credit Agreement is hereby further
     amended  by  deleting  the  reference  to  clause  "(j)"  in  the
     definition of Permitted Liens and inserting (k) in lieu thereof.

          3.7  Subsection  8.5  of  the  Credit  Agreement  is  hereby
     amended  by deleting the "and" at the end of clause (g), deleting
     clause (h), and inserting the following clauses in lieu thereof:

          "(h)    Indebtedness  in  an amount not to exceed $1,500,000
          secured  by  the  Orland  Park  Property  and  evidenced  by
          documentation  in  form  and substance satisfactory to Agent
          and Agent's counsel; and

          (i)  Additional  unsecured  Indebtedness  not  otherwise set
          forth  in subsections (a) through (h) above in an amount not
          to exceed $1,000,000 in the aggregate outstanding at any one
          time."

          3.8  Subsection  8.6  of  the  Credit  Agreement  is  hereby
     amended  by  deleting  the  word  "and" at the end of clause (i),
     relettering   clause  (j)  --  clause  "(k)"  and  inserting  the
     following  new  clause  (j)  immediately  before  such relettered
     clause (k):

          "(j)    a  mortgage Lien in form and substance acceptable to
          Agent  and  Agent's  counsel  on the Orland Park Property to
          secure  the financing described in Subsection 8.5 (h) above;
          and"

          3.9  Section  9.1  is  hereby  amended  by  inserting  the
     following at the end of such Section:
<PAGE>
          "(j)  Misuse of Special Advance.  Any portion of the Special
     Advance  shall  be used for a purpose other than for expenditures
     and costs associated with effecting the Canadian Liquidation.

          (k)  Costs in Excess of Canadian Liquidation Proposal. After
giving  effect  to all of the costs, fees and expenses associated with
the  Canadian  Liquidation,  the  maximum pre-tax charge to Borrower's
earnings as reflected in Borrower's audited financial statements shall
in the aggregate exceed $40,000,000."

        SECTION  4.  CONDITIONS PRECEDENT.  The waiver, consent and 
        amendments herein  shall  be  effective as of the date of this 
        Agreement upon the satisfactions of the following conditions 
        precedent:

          4.1   Borrower shall have paid Agent for the ratable benefit
          of the Lenders an amendment fee in the amount of $200,000.

          4.2  Agent shall have received copies of this Amendment duly
          executed by Borrower and each of the Lenders.
     
     SECTION  5.    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 6.  FULL FORCE AND EFFECT.  Except as herein amended, the
Credit  Agreement  and all other Credit Documents shall remain in full
force and effect.

     SECTION  7.  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/ WAYNE D. HILLOCK                      
                                Name:  WAYNE D. HILLOCK                
                                Title: SENIOR VICE PRESIDENT               
<PAGE>
                                LENDERS:

                                BT COMMERCIAL CORPORATION

                                By: /S/ WAYNE D. HILLOCK                      
                                Name:  WAYNE D. HILLOCK                
                                Title: SENIOR VICE PRESIDENT               

                                SANWA   BUSINESS   CREDIT
                                CORPORATION

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

                                LASALLE NATIONAL BANK 

                                By: /S/ SAMIR D. DESAI                      
                                Name:  SAMIR R. DESAI                
                                Title: ASSISTANT VICE PRESIDENT               

                                FLEET CAPITAL CORPORATION

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

                                HELLER FINANCIAL, INC.

                                By: /S/ LINDA A. GRANT                      
                                Name:  LINDA A. GRANT                
                                Title: ACCOUNT EXECUTIVE               

                                NATIONAL BANK OF CANADA

                                By: /S/ C.F. MARTIN, JR. - WILLIAM MUCKER    
                                Name:  C.F. MARTIN, JR.  - WILLIAM MUCKER   
                                Title: V.P. & MANAGER    - ASST. V.P.       

                                AMERICAN   NATIONAL  BANK
                                AND  TRUST  COMPANY  OF
                                CHICAGO

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

                                IBJ   SCHRODER  BANK  AND
                                TRUST COMPANY

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




                                   


                                   <PAGE>