<PAGE>
                                                                     EXHIBIT 3.4



           ..........................................................

                        BIG 5 SPORTING GOODS CORPORATION

                          AMENDED AND RESTATED BYLAWS

           .........................................................



<PAGE>
                               TABLE OF CONTENTS

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ARTICLE I        OFFICES...............................................................1

        Section 1.    Registered Office................................................1
        Section 2.    Other Offices....................................................1

ARTICLE II       MEETINGS OF STOCKHOLDERS..............................................1

        Section 1.    Place of Meetings................................................1
        Section 2.    Annual Meetings..................................................1
        Section 3.    Special Meetings.................................................3
        Section 4.    Notice of Meetings...............................................4
        Section 5.    Quorum; Adjournment..............................................4
        Section 6.    Organization.....................................................5
        Section 7.    Conduct of Business..............................................5
        Section 8.    Proxies and Voting...............................................5
        Section 9.    Stock List.......................................................6

ARTICLE III      BOARD OF DIRECTORS....................................................6

        Section 1.    Duties and Powers................................................6
        Section 2.    Number and Term of Office........................................6
        Section 3.    Vacancies........................................................7
        Section 4.    Meetings.........................................................7
        Section 5.    Quorum...........................................................7
        Section 6.    Actions of Board Without a Meeting...............................7
        Section 7.    Meetings by Means of Conference Telephone........................8
        Section 8.    Compensation.....................................................8

ARTICLE IV       COMMITTEES............................................................8

        Section 1.    Committees of the Board of Directors.............................8
        Section 2.    Conduct of Business..............................................8

ARTICLE V        OFFICERS..............................................................9

        Section 1.    General..........................................................9
        Section 2.    Election; Term of Office.........................................9
        Section 3.    Chairman of the Board............................................9
        Section 4.    President........................................................9
        Section 5.    Vice President..................................................10
        Section 6.    Secretary.......................................................10
        Section 7.    Chief Financial Officer.........................................10
        Section 8.    Other Officers..................................................10
</TABLE>



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ARTICLE VI       STOCK................................................................10

        Section 1.    Certificates of Stock...........................................10
        Section 2.    Signatures......................................................10
        Section 3.    Transfers.  ....................................................11
        Section 4.    Record Date.....................................................11
        Section 5.    Beneficial Owners...............................................11
        Section 6.    Voting Securities Owned by the Corporation......................11
        Section 7.    Lost, Stolen or Destroyed Certificates..........................12
        Section 8.    Regulations.....................................................12

ARTICLE VII      NOTICES..............................................................12

        Section 1.    Notices to Stockholders.........................................12
        Section 2.    Waiver of Notice................................................12

ARTICLE VIII     GENERAL PROVISIONS...................................................12

        Section 1.    Facsimile Signatures............................................12
        Section 2.    Disbursements...................................................12
        Section 3.    Corporation Seal................................................13
        Section 4.    Reliance Upon Books, Reports and Records........................13
        Section 5.    Fiscal Year.....................................................13
        Section 6.    Time Periods....................................................13

ARTICLE IX       DIRECTORS' LIABILITY AND INDEMNIFICATION.............................13

        Section 1.    Right to Indemnification........................................13
        Section 2.    Right to Advancement of Expenses................................14
        Section 3.    Right of Indemnitee to Bring Suit...............................14
        Section 4.    Non-Exclusivity of Rights.......................................14
        Section 5.    Insurance and Trust Fund........................................15
        Section 6.    Indemnification of Employees and Agents of the Corporation......15
        Section 7.    Nature of Rights................................................15

ARTICLE X        AMENDMENTS...........................................................15
</TABLE>



                                      -ii-
<PAGE>
                           AMENDED AND RESTATED BYLAWS

                                       OF

                        BIG 5 SPORTING GOODS CORPORATION
                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

        Section 1. Registered Office. The registered office of the Corporation
shall be in the City of Dover, County of Kent, State of Delaware.

        Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

        Section 1. Place of Meetings. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such place,
either within or without the State of Delaware, as shall be designated from time
to time by the Board of Directors and stated in the notice of the meeting or in
a duly executed waiver of notice thereof.

        Section 2. Annual Meetings.

               (1) An annual meeting of the stockholders, for the election of
directors to succeed those whose terms expire and for the transaction of such
other business as may properly come before the meeting, shall be held at such
place, on such date and at such time as the Board of Directors shall each year
fix, which date shall be within thirteen (13) months of the last annual meeting
of stockholders.

               (2) Nominations of persons for election to the Board of Directors
and the proposal of business to be transacted by the stockholders may be made at
an annual meeting of stockholders (a) pursuant to the Corporation's notice with
respect to such meeting, (b) by or at the direction of the Board of Directors or
(c) by any stockholder of record of the Corporation who was a stockholder of
record at the time of the giving of the notice provided for in the following
paragraph, who is entitled to vote at the meeting and who has complied with the
notice procedures set forth in this section.

               (3) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of the
foregoing paragraph, (1) the stockholder must have given timely notice thereof
in writing to the Secretary of the Corporation, (2) such business must be a
proper matter for stockholder action under the General Corporation Law of the
State of Delaware, (3) if the stockholder, or the beneficial owner on whose
behalf any such proposal or nomination is made, has provided the


                                      -1-
<PAGE>
Corporation with a Solicitation Notice, as that term is defined in subclause
(c)(iii) of this paragraph, such stockholder or beneficial owner must, in the
case of a proposal, have delivered a proxy statement and form of proxy to
holders of at least the percentage of the Corporation's voting shares required
under applicable law to carry any such proposal, or, in the case of a nomination
or nominations, have delivered a proxy statement and form of proxy to holders of
a percentage of the Corporation's voting shares reasonably believed by such
stockholder or beneficial holder to be sufficient to elect the nominee or
nominees proposed to be nominated by such stockholder, and must, in either case,
have included in such materials the Solicitation Notice and (4) if no
Solicitation Notice relating thereto has been timely provided pursuant to this
section, the stockholder or beneficial owner proposing such business or
nomination must not have solicited a number of proxies sufficient to have
required the delivery of such a Solicitation Notice under this section. To be
timely, a stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not less than 45 or more than 75
days prior to the first anniversary (the "Anniversary") of the date on which the
Corporation first mailed its proxy materials for the preceding year's annual
meeting of stockholders (provided, that during the year 2003, such notice shall
be delivered to the Secretary no earlier than February 15th and no later than
March 15th); provided, however, that if the date of the annual meeting is
advanced more than 30 days prior to or delayed by more than 30 days after the
anniversary of the preceding year's annual meeting, notice by the stockholder to
be timely must be so delivered not later than the close of business on the later
of (i) the 90th day prior to such annual meeting or (ii) the 10th day following
the day on which public announcement of the date of such meeting is first made.
Such stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or reelection as a director all
information relating to such person as would be required to be disclosed in
solicitations of proxies for the election of such nominees as directors pursuant
to Regulation 14A under the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder (the "Exchange Act"), and such
person's written consent to serve as a director if elected; (b) as to any other
business that the stockholder proposes to bring before the meeting, a brief
description of such business, the reasons for conducting such business at the
meeting and any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made; (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such stockholder,
as they appear on the Corporation's books, and of such beneficial owner, (ii)
the class and number of shares of the Corporation that are owned beneficially
and of record by such stockholder and such beneficial owner, and (iii) whether
either such stockholder or beneficial owner intends to deliver a proxy statement
and form of proxy to holders of, in the case of a proposal, at least the
percentage of the Corporation's voting shares required under applicable law to
carry the proposal or, in the case of a nomination or nominations, a sufficient
number of holders of the Corporation's voting shares to elect such nominee or
nominees (an affirmative statement of such intent, a "Solicitation Notice").

               (4) Notwithstanding anything in the second sentence of the third
paragraph of this Section 2 to the contrary, in the event that the number of
directors to be elected to the Board of Directors is increased and there is no
public announcement naming all of the nominees for director or specifying the
size of the increased Board of Directors made by the Corporation at least 55
days prior to the Anniversary, a stockholder's notice



                                      -2-
<PAGE>
required by this bylaw shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the 10th day following the day on which
such public announcement is first made by the Corporation.

               (5) Only persons nominated in accordance with the procedures set
forth in this Section 2 shall be eligible to serve as directors and only such
business shall be conducted at an annual meeting of stockholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this section. The chairman of the meeting shall have the power and the duty to
determine whether a nomination or any business proposed to be brought before the
meeting has been made in accordance with the procedures set forth in these
Amended and Restated Bylaws, as they may be amended from time to time (these
"Bylaws") and, if any proposed nomination or business is not in compliance with
these Bylaws, to declare that such defectively proposed business or nomination
shall not be presented for stockholder action at the meeting and shall be
disregarded.

               (6) For purposes of these Bylaws, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or a comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

               (7) Notwithstanding the foregoing provisions of this Section 2, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Section 2. Nothing in this Section 2 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.

        Section 3. Special Meetings.

               (1) Special meetings of the stockholders, other than those
required by statute, may be called at any time by the Chairman of the Board, the
Chief Executive Officer or the President or by the Board of Directors acting
pursuant to a resolution duly adopted by a majority of the Whole Board. For
purposes of these Bylaws, the term "Whole Board" shall mean the total number of
authorized directors whether or not there exist any vacancies in previously
authorized directorships. The Board of Directors may postpone or reschedule any
previously scheduled special meeting.

               (2) Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (a)
by or at the direction of the Board of Directors or (b) by any stockholder of
record of the Corporation who is a stockholder of record at the time of giving
of notice provided for in this paragraph, who shall be entitled to vote at the
meeting and who complies with the notice procedures set forth in Section 2 of
this Article II.



                                      -3-
<PAGE>
Nominations by stockholders of persons for election to the Board of Directors
may be made at such a special meeting of stockholders if the stockholder's
notice required by the third paragraph of Section 2 of this Article II shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the later of the 90th day prior to such
special meeting or the 10th day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting.

               (3) Notwithstanding the foregoing provisions of this Section 3, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Section 3. Nothing in this Section 3 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.

        Section 4. Notice of Meetings. Notice of the place, if any, date and
time of all meetings of the stockholders, and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such meeting, and in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be given
not less than ten (10) nor more than sixty (60) days before the date on which
the meeting is to be held, to each stockholder entitled to vote at such meeting,
except as otherwise provided herein or required by law (meaning, here and
hereinafter, as required from time to time by the Delaware General Corporation
Law) or the Amended and Restated Certificate of Incorporation of the
Corporation, as it may be amended from time to time (the "Certificate of
Incorporation"). The Board of Directors may postpone, reschedule or cancel any
previously scheduled special meeting.

        When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place, if any, thereof, and the
means of remote communications, if any, by which stockholders and proxyholders
may be deemed to be present in person and vote at such adjourned meeting are
announced at the meeting at which the adjournment is taken; provided, however,
that if the date of any adjourned meeting is more than thirty (30) days after
the date for which the meeting was originally noticed, or if a new record date
is fixed for the adjourned meeting, notice of the place, if any, date and time
of the adjourned meeting and the means of remote communications, if any, by
which stockholders and proxyholders may be deemed to be present in person and
vote at such adjourned meeting, shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

        Section 5. Quorum; Adjournment. At any meeting of the stockholders, the
holders of a majority of all of the shares of the stock entitled to vote at the
meeting, present in person or by proxy, shall constitute a quorum for all
purposes, unless or except to the extent that the presence of a larger number
may be required by law or the Certificate of Incorporation. Where a separate
vote by a class or classes or series is required, a majority of the outstanding
shares of such class or classes or series, present in person or represented by
proxy, shall constitute a quorum entitled to take action with respect to that
vote on that matter and the affirmative vote of the majority of shares of such
class or classes or series



                                      -4-
<PAGE>
present in person or represented by proxy at the meeting shall be the act of
such class, except as otherwise required by law, the Certificate of
Incorporation or these Bylaws.

        If a quorum shall fail to attend any meeting, the chairman of the
meeting may adjourn the meeting to another place, if any, date or time.

        Section 6. Organization. Such person as the Board of Directors may have
designated or, in the absence of such a person, the Chairman of the Board or, in
his or her absence, the Chief Executive Officer of the Corporation or, in his or
her absence, the President of the Corporation or, in his or her absence, such
person as may be chosen by the holders of a majority of the shares entitled to
vote who are present, in person or by proxy, shall call to order any meeting of
the stockholders and act as chairman of the meeting. In the absence of the
Secretary of the Corporation, the secretary of the meeting shall be such person
as the chairman of the meeting appoints.

        Section 7. Conduct of Business. The chairman of any meeting of
stockholders shall determine the order of business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct of
discussion as seem to him or her in order. The chairman shall have the power to
adjourn the meeting to another place, if any, date and time. The date and time
of the opening and closing of the polls for each matter upon which the
stockholders will vote at the meeting shall be announced at the meeting.

        Section 8. Proxies and Voting. At any meeting of the stockholders, every
stockholder entitled to vote may vote in person or by proxy authorized by an
instrument in writing or by a transmission permitted by law filed in accordance
with the procedure established for the meeting. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission
created pursuant to this paragraph may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used; provided, however, that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.

        The Corporation may, and to the extent required by law, shall, in
advance of any meeting of stockholders, appoint one or more inspectors to act at
the meeting and make a written report thereof. The Corporation may designate one
or more alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting of stockholders, the person
presiding at the meeting may, and to the extent required by law, shall, appoint
one or more inspectors to act at the meeting. Each inspector, before entering
upon the discharge of his or her duties, shall take and sign an oath faithfully
to execute the duties of inspector with strict impartiality and according to the
best of his or her ability. Every vote taken by ballots shall be counted by a
duly appointed inspector or inspectors.

        Each stockholder shall have one vote for every share of stock entitled
to vote which is registered in his, her or its name on the record date for the
meeting, except as otherwise provided herein or required by law or the
Certificate of Incorporation.

        All voting, including on the election of directors but excepting where
otherwise provided herein or required by law or the Certificate of
Incorporation, may be by a voice



                                      -5-
<PAGE>
vote; provided, however, that upon demand therefor by a stockholder entitled to
vote or such stockholder's proxy, a stock vote shall be taken. Every stock vote
shall be taken by ballots, each of which shall state the name of the stockholder
or proxy voting and such other information as may be required under the
procedure established for the meeting. Every vote taken by ballots shall be
counted by an inspector or inspectors appointed by the chairman of the meeting.

        All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law or the Certificate of Incorporation or
herein, all other matters shall be determined by a majority of the votes cast
affirmatively or negatively.

        Section 9. Stock List. A complete list of stockholders entitled to vote
at any meeting of stockholders, arranged in alphabetical order for each class of
stock and showing the address of each such stockholder and the number of shares
registered in such stockholder's name, shall be open to the examination of any
such stockholder, for any purpose germane to the meeting, during ordinary
business hours for a period of at least ten (10) days prior to the meeting in
the manner provided by law.

        The stock list shall also be open to the examination of any stockholder
during the whole time of the meeting as provided by law. This list shall
presumptively determine the identity of the stockholders entitled to vote at the
meeting and the number of shares held by each of them.

                                   ARTICLE III

                               BOARD OF DIRECTORS

        Section 1. Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the Board of Directors, which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.

        Section 2. Number and Term of Office. The Board of Directors shall
consist of one (1) or more members. Subject to the rights of the holders of any
series of preferred stock to elect directors under specified circumstances, the
number of directors shall be fixed from time to time exclusively by the Board of
Directors pursuant to a resolution adopted by a majority of the Whole Board. The
directors, other than those who may be elected by the holders of any series of
preferred stock under specified circumstances, shall be divided, with respect to
the time for which they severally hold office, into three classes consisting of
Class A Directors, Class B Directors and Class C Directors. The terms of office
of the Class A Directors, Class B Directors and Class C Directors will expire at
the Corporation's first, second and third annual meeting of stockholders,
respectively, following adoption of these Bylaws. Each director shall hold
office until his or her successor shall have been duly elected and qualified. At
each annual meeting of stockholders, commencing with the next succeeding annual
meeting, (i) directors elected to succeed those directors whose terms then
expire shall be elected for a term of office to expire at the third succeeding
annual meeting of stockholders after their election, with each director to hold
office until his or her



                                      -6-
<PAGE>
successor shall have been duly elected and qualified, and (ii) if authorized by
a resolution of a majority of the Whole Board, directors may be elected to fill
any vacancy on the Board of Directors, regardless of how such vacancy shall have
been created. Any director may resign at any time upon written notice to the
Corporation. Directors need not be stockholders.

        Section 3. Vacancies. Subject to the rights of the holders of any series
of preferred stock then outstanding, newly created directorships resulting from
any increase in the authorized number of directors or any vacancies in the Board
of Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause shall, unless otherwise required by law or by
resolution of the Board of Directors, be filled only by a majority vote of the
directors then in office, though less than a quorum (and not by stockholders),
and directors so chosen shall hold office for a term expiring at the annual
meeting of stockholders at which the term of office of the class to which they
have been elected expires or until such director's successor shall have been
duly elected and qualified. No decrease in the number of authorized directors
shall shorten the term of any incumbent director.

        Section 4. Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors shall be held at such place
or places, on such date or dates and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required. Special meetings of the
Board of Directors may be called by the Chairman of the Board, the Chief
Executive Officer, the President or by a majority of the Whole Board and shall
be held at such place, on such date and at such time as they or he or she shall
fix. Notice of the place, date and time of the special meeting shall be given to
each director by whom it is not waived either by mail not less than forty-eight
(48) hours before the date of the meeting, by telephone, facsimile, telegram or
electronic transmission on not less than twenty-four (24) hours' notice, or on
such shorter notice as the person or persons calling such meeting may deem
necessary or appropriate in the circumstances. Meetings may be held at any time
without notice if all the directors are present or if all those not present
waive such notice in accordance with Section 2 of Article VII of these Bylaws.
Unless otherwise indicated in the notice thereof, any and all business may be
transacted at a special meeting.

        Section 5. Quorum. Except as may be otherwise specifically provided by
law, the Certificate of Incorporation or these Bylaws, at all meetings of the
Board of Directors, a majority of the Whole Board shall constitute a quorum for
the transaction of business and the act of a majority of the directors present
at any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

        Section 6. Actions of Board Without a Meeting. Unless otherwise provided
by the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board of
Directors or committee, as the case may be, consent thereto in writing or by
electronic transmission and the writing or writings or electronic transmission
or transmissions are filed with the minutes of proceedings of the Board of



                                      -7-
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Directors or such committee. Such filing shall be in paper form if the minutes
are maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.

        Section 7. Meetings by Means of Conference Telephone. Unless otherwise
provided by the Certificate of Incorporation or these Bylaws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 7 shall constitute
presence in person at such meeting.

        Section 8. Compensation. Unless otherwise restricted by the Certificate
of Incorporation or these Bylaws, the Board of Directors shall have the
authority to fix the compensation of directors, which may be paid in cash,
property, securities of the Corporation or other consideration. The directors
may be paid their expenses, if any, of attendance at each meeting of the Board
of Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary or other compensation as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.

                                   ARTICLE IV

                                   COMMITTEES

        Section 1. Committees of the Board of Directors. The Board of Directors
may from time to time, by a resolution duly adopted by a majority of the Whole
Board designate committees of the Board of Directors, with such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure of
the Board of Directors and shall, for those committees and any others provided
for herein, elect a director or directors to serve as the member or members,
designating, if it desires, other directors as alternate members who may replace
any absent or disqualified member at any meeting of the committee. In the
absence or disqualification of any member of any committee and any alternate
member in his or her place, the member or members of the committee present at
the meeting and not disqualified from voting, whether or not he or she or they
constitute a quorum, may by unanimous vote appoint another member of the Board
of Directors to act at the meeting in the place of the absent or disqualified
member.

        Section 2. Conduct of Business. Each committee may determine the
procedural rules for meeting and conducting its business and shall act in
accordance therewith, except as otherwise provided herein or required by law.
Adequate provision shall be made for notice to members of all meetings; a
majority of the members shall constitute a quorum; and all matters shall be
determined by a majority vote of the members present. Action may be taken by any
committee without a meeting if all members thereof consent thereto in writing or
by electronic transmission, and the writing or writings or electronic
transmission or transmissions are filed with the minutes of the proceedings of
such committee. Such filing



                                      -8-
<PAGE>
shall be in paper form if the minutes are maintained in paper form and shall be
in electronic form if the minutes are maintained in electronic form.

                                    ARTICLE V

                                    OFFICERS

        Section 1. General. The officers of the Corporation shall consist of a
Chairman of the Board, a President, one or more Vice Presidents, a Secretary and
a Treasurer. The Board of Directors may also appoint one (1) or more vice
presidents and one (1) or more assistant secretaries and such other officers as
the Board of Directors, in its discretion, shall deem necessary or appropriate
from time to time. Any number of offices may be held by the same person, unless
the Certificate of Incorporation or these Bylaws otherwise provide. The salaries
of officers elected by the Board of Directors shall be fixed from time to time
by the Board of Directors or by such officers as may be designated by resolution
of the Board of Directors.

        Section 2. Election; Term of Office. The Board of Directors at its first
meeting held after each annual meeting of stockholders shall elect a Chairman of
the Board, a President, one or more Vice Presidents, a Secretary and a
Treasurer, and may also elect at that meeting or any other meeting, such other
officers and agents as it shall deem necessary or appropriate. Each officer of
the Corporation shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors together with the powers
and duties customarily exercised by such officer; and each officer of the
Corporation shall hold office until such officer's successor is elected and
qualified or until such officer's earlier resignation or removal. Any officer
may resign at any time upon written notice to the Corporation. The Board of
Directors may at any time remove any officer, with or without cause, by the
affirmative vote of a majority of the Whole Board.

        Section 3. Chairman of the Board. The Chairman of the Board, if there
shall be such an officer, shall be the chief executive officer of the
Corporation. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board of Directors. Subject to the provisions of these
Bylaws and to the direction of the Board of Directors, he or she shall have the
responsibility for the general management and control of the business and
affairs of the Corporation and shall perform all duties and have all powers
which are commonly incident to the office of chief executive or which are
delegated to him or her by the Board of Directors. He or she shall have power to
sign all stock certificates, contracts and other instruments of the Corporation
which are authorized and shall have general supervision and direction of all of
the other officers, employees and agents of the Corporation.

        Section 4. President. The President shall be the chief operating officer
of the Corporation, shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President shall perform all duties and
have all powers which are commonly incident to the office of the President or
the chief operating officer and shall have and exercise such further powers and
duties as may be specifically delegated to or vested in the President from time
to time by these Bylaws or the Board of Directors. Subject to the direction of
the



                                      -9-
<PAGE>
Board of Directors and the Chairman of the Board, the President shall have the
power to sign all stock certificates, contracts and other instruments of the
Corporation which are authorized and shall have general supervision of all of
the other officers (other than the Chairman of the Board or any Vice Chairman),
employees and agents of the Corporation. In the absence of the Chairman of the
Board or in the event of his inability or refusal to act, or if the Board of
Directors has not designated a Chairman of the Board, the President shall
perform the duties of the Chairman of the Board, and when so acting, shall have
all of the powers and be subject to all of the restrictions upon the Chairman of
the Board.

        Section 5. Vice President. In the absence of the President or in the
event of his inability or refusal to act, the Vice President (or in the event
there be more than one vice president, the vice presidents in the order
designated by the directors, or in the absence of any designation, then in the
order of their election) shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. The vice presidents shall perform such other duties and have such
other powers as the Board of Directors or the President may from time to time
prescribe.

        Section 6. Secretary. The Secretary shall issue all authorized notices
for, and shall keep minutes of, all meetings of the stockholders and the Board
of Directors. He or she shall have charge of the corporate books and shall
perform such other duties as the Board of Directors may from time to time
prescribe.

        Section 7. Chief Financial Officer. The Chief Financial Officer shall be
the Treasurer of the Corporation and shall have the responsibility for
maintaining the financial records of the Corporation. He or she shall make such
disbursements of the funds of the Corporation as are authorized and shall render
from time to time an account of all such transactions and of the financial
condition of the Corporation. The Chief Financial Officer shall also perform
such other duties as the Board of Directors may from time to time prescribe.

        Section 8. Other Officers. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors. The Board of Directors may
delegate to any officer of the Corporation the power to choose such other
officers and to prescribe their respective duties and powers.

                                   ARTICLE VI

                                      STOCK

        Section 1. Certificates of Stock. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name
of, the Corporation by (i) the Chairman of the Board or the Vice Chairman of the
Board, or the President or a Vice President, and (ii) the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the
number of shares owned by such holder in the Corporation.

        Section 2. Signatures. Any or all of the signatures on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile



                                      -10-
<PAGE>
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if such person were such
officer, transfer agent or registrar at the date of issue.

        Section 3. Transfers. Transfers of stock shall be made only upon the
transfer books of the Corporation kept at an office of the Corporation or by
transfer agents designated to transfer shares of the stock of the Corporation.
Except where a certificate is issued in accordance with Section 7 of Article VI
of these Bylaws, an outstanding certificate for the number of shares involved
shall be surrendered for cancellation before a new certificate shall be issued.

        Section 4. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may, except as otherwise required by law, fix, in
advance, a record date, which record date shall not precede the date on which
the resolution fixing the record date is adopted and which record date shall not
be more than sixty (60) days nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action; provided,
however, that if no record date is fixed by the Board of Directors, the record
date for determining stockholders entitled to notice of or to vote at any
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given or, if notice is waived, at the close
of business on the day next preceding the day on which the meeting is held, and,
for determining stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for any
other purpose, the record date shall be at the close of business on the day on
which the Board of Directors adopts a resolution relating thereto. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

        Section 5. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.

        Section 6. Voting Securities Owned by the Corporation. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities of any other entity owned by the Corporation may be
executed in the name of and on behalf of the Corporation by the Chairman of the
Board, the Chief Executive Officer, the President or the Secretary and any such
officer may, in the name of and on behalf of the Corporation, take all such
action as any such officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own


                                      -11-
<PAGE>
securities and at any such meeting shall possess and may exercise any and all
rights and power incident to the ownership of such securities and which, as the
owner thereof, the Corporation might have exercised and possessed if present.
The Board of Directors may, by resolution, from time to time confer like powers
upon any other person or persons.

        Section 7. Lost, Stolen or Destroyed Certificates. In the event of the
loss, theft or destruction of any certificate of stock, another may be issued in
its place pursuant to such regulations as the Board of Directors may establish
concerning proof of such loss, theft or destruction and concerning the giving of
a satisfactory bond or bonds of indemnity.

        Section 8. Regulations. The issue, transfer, conversion and registration
of certificates of stock shall be governed by such other regulations as the
Board of Directors may establish.

                                   ARTICLE VII

                                     NOTICES

        Section 1. Notices to Stockholders. If mailed, notice to stockholders
shall be deemed given when deposited in the mail, postage prepaid, directed to
the stockholder at such stockholder's address as it appears on the records of
the Corporation. Without limiting the manner by which notice otherwise may be
given effectively to stockholders, any notice to stockholders may be given by
electronic transmission in the manner provided in Section 232 of the Delaware
General Corporation Law.

        Section 2. Waiver of Notice. Whenever any notice is required by law, the
Certificate of Incorporation or these Bylaws to be given to any director, member
of a committee or stockholder, a waiver thereof in writing, signed by the person
or persons entitled to such notice, or a waiver by electronic transmission by
the person entitled to notice, whether before or after the time of the event for
which notice is to be given, shall be deemed equivalent to the notice required
to be given to such person. Neither the business nor the purpose of any meeting
need be specified in such a waiver. Attendance at any meeting shall constitute
waiver of notice except attendance for the sole purpose of objecting to the
timeliness of notice.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

        Section 1. Facsimile Signatures. In addition to the provisions for use
of facsimile signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.

        Section 2. Disbursements. All notes, checks, drafts and orders for the
payment of money issued by the Corporation shall be signed in the name of the
Corporation by such officers or such other persons as the Board of Directors may
from time to time designate.



                                      -12-
<PAGE>
        Section 3. Corporation Seal. The corporate seal, if the Corporation
shall have a corporate seal, shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

        Section 4. Reliance Upon Books, Reports and Records. Each director, each
member of any committee designated by the Board of Directors and each officer of
the Corporation shall, in the performance of his or her duties, be fully
protected in relying in good faith upon the books of account or other records of
the Corporation and upon such information, opinions, reports or statements
presented to the Corporation by any of its officers or employees, or committees
of the Board of Directors so designated or by any other person as to matters
which such director or committee member reasonably believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.

        Section 5. Fiscal Year. The fiscal year of the Corporation shall be as
fixed by the Board of Directors.

        Section 6. Time Periods. In applying any provision of these Bylaws which
requires that an act be done or not be done a specified number of days prior to
an event or that an act be done during a period of a specified number of days
prior to an event, calendar days shall be used, the day of the doing of the act
shall be excluded and the day of the event shall be included.

                                   ARTICLE IX

                    DIRECTORS' LIABILITY AND INDEMNIFICATION

        Section 1. Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director or an officer of the Corporation or is or was serving at
the request of the Corporation as a director, officer or trustee of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a director, officer or trustee or in any other capacity
while serving as a director, officer or trustee, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than such law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith; provided, however, that,
except as provided in Section 3 of this Article IX with respect to proceedings
to enforce rights to indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the Board
of Directors of the Corporation.



                                      -13-
<PAGE>
        Section 2. Right to Advancement of Expenses. In addition to the right to
indemnification conferred in Section 1 of this Article IX, an indemnitee shall
also have the right to be paid by the Corporation the expenses (including
attorneys' fees) incurred in defending any such proceeding in advance of its
final disposition (hereinafter an "advancement of expenses"); provided, however,
that, if the Delaware General Corporation Law requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be indemnified for such
expenses under this Section 2 or otherwise.

        Section 3. Right of Indemnitee to Bring Suit. If a claim under Section 1
or 2 of this Article IX is not paid in full by the Corporation within sixty (60)
days after a written claim has been received by the Corporation, except in the
case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty (20) days, the indemnitee may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (i) any suit brought by the indemnitee to
enforce a right to indemnification hereunder (but not in a suit brought by the
indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) in any suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the Corporation
(including its directors who are not parties to such action, a committee of such
directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its directors who
are not parties to such action, a committee of such directors, independent legal
counsel, or its stockholders) that the indemnitee has not met such applicable
standard of conduct, shall create a presumption that the indemnitee has not met
the applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article IX or otherwise shall be on the Corporation.

        Section 4. Non-Exclusivity of Rights. The rights to indemnification and
to the advancement of expenses conferred in this Article IX shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, the Corporation's



                                      -14-
<PAGE>
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
directors or otherwise.

        Section 5. Insurance and Trust Fund. In furtherance and not in
limitation of the powers conferred by statute:

               (1) the Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law; and

               (2) the Corporation may create a trust fund, grant a security
interest and/or use other means (including, without limitation, letters of
credit, surety bonds and/or other similar arrangements), as well as enter into
contracts providing indemnification to the fullest extent permitted by law, and
including as part thereof provisions with respect to any or all of the
foregoing, to ensure the payment of such amounts as may become necessary to
effect indemnification as provided therein, or elsewhere.

        Section 6. Indemnification of Employees and Agents of the Corporation.
The Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the Corporation to the fullest extent of the provisions
of this Article IX with respect to the indemnification and advancement of
expenses of directors and officers of the Corporation.

        Section 7. Nature of Rights. The rights conferred upon indemnitees in
this Article IX shall be contract rights and such rights shall continue as to an
indemnitee who has ceased to be a director, officer or trustee and shall inure
to the benefit of the indemnitee's heirs, executors and administrators. Any
amendment, alteration or repeal of this Article IX that adversely affects any
right of an indemnitee or its successors shall be prospective only and shall not
limit or eliminate any such right with respect to any proceeding involving any
occurrence or alleged occurrence of any action or omission to act that took
place prior to such amendment or repeal.

                                    ARTICLE X

                                   AMENDMENTS

        In furtherance and not in limitation of the powers conferred by law, the
Board of Directors, with the approval of the majority of the Whole Board, is
expressly authorized to adopt, amend and repeal these Bylaws subject to the
power of the holders of capital stock of the Corporation to adopt, amend or
repeal the Bylaws; provided, however, that, with respect to the power of holders
of capital stock to adopt, amend and repeal Bylaws of the Corporation,
notwithstanding any other provision of these Bylaws or any provision of law
which might otherwise permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series of the capital
stock of the Corporation required by law, these Bylaws or any preferred stock,
the affirmative vote of the holders of at least eighty percent (80%) of the
voting power of all of the then-outstanding shares



                                      -15-
<PAGE>
entitled to vote generally in the election of directors, voting together as a
single class, shall be required to adopt, amend or repeal any provision of these
Bylaws.


                                      -16-
<PAGE>
THIS IS TO CERTIFY:

        That I am the duly elected, qualified and acting Secretary of Big 5
Sporting Goods Corporation and that the foregoing Bylaws were adopted as the
Bylaws of said corporation as of the ____ day of __________, 2002, by the Board
of Directors of said corporation and as to Article III, Section 2, by the
holders of at least a majority of the Common Stock, $.01 par value, as of the
____ day of __________, 2002.

        Dated as of _____________________, 2002.


                                            --------------------------------
                                            Gary S. Meade, Secretary



                                      -17-

