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<TEXT>

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                      Washington, DC  20549

                            FORM 10-Q




[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934

           For the quarterly period ended May 31, 2000


                 Commission file number 0-24450


              RAWLINGS SPORTING GOODS COMPANY, INC.
     (Exact Name of Registrant as Specified in its Charter)

            Delaware                     43-1674348
  (State or Other Jurisdiction        (I.R.S. Employer
      of Incorporation or            Identification No.)
         Organization)

          1859 Intertech Drive, Fenton, Missouri  63026
       (Address of Principal Executive Offices) (Zip Code)

                         (636) 349-3500
      (Registrant's Telephone Number, Including Area Code)

               Indicate by check mark whether the registrant:  (1) has
filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                    Yes   X             No


     Number of shares outstanding of the issuer's Common Stock,
par value $0.01 per share, as of June 30, 2000:  7,939,120
shares.


<PAGE>


Part I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

                Rawlings Sporting Goods Company, Inc. and Subsidiaries

                         Consolidated Statements of Income
                    (Amounts in thousands, except per share data)
                                     (Unaudited)

                               Quarter Ended        Nine Months Ended
                                  May 31,                May 31,
                              2000        1999       2000      1999

       Net revenues         $45,978     $44,740    $143,680   $133,092

       Cost of goods sold    30,174      30,715      96,420     89,707
       Aluminum bat recall     -          1,600        -         1,600
         Gross profit        15,804      12,425      47,260     41,785
       Selling, general      12,031      11,635      33,617     33,081
        and administrative
        expenses
       Unusual charges          -           -         1,497       -
         Operating income     3,773         790      12,146      8,704
       Interest expense,      1,439       1,344       4,666      3,577
         net
       Other expense, net        70          50         221        118
         Income (loss)
           from continuing
           operations
           before income      2,264       (604)       7,259      5,009
           taxes
       Provision (benefit)      794       (224)       2,642      1,853
        for income taxes
         Net income (loss)
           from continuing
           operations
           before             1,470       (380)       4,617      3,156
           extraordinary
           item
       Loss from
         operations of
         discontinued
         segment, net of     (1,458)     (297)      (2,314)     (1,013)
         tax
       Loss on disposal of
          discontinued
          segment including
          provision of
          $1,500 for operating
          losses during
          phaseout period,  (11,326)       -       (11,326)     -
          net of tax
         Net income (loss)  (11,314)     (677)      (9,023)      2,143
          before
          extraordinary
          item
       Extraordinary item,     -           -          (646)     -
         net of tax
       Net income (loss)   $(11,314)    $(677)     $(9,669)     $2,143


       Net income (loss)
        per common share:
         Basic
           Continuing       $0.18       $(0.05)     $0.58       $0.40
             operations
           Discontinued     (1.61)       (0.04)     (1.72)      (0.13)
             segment
           Extraordinary      -             -       (0.08)         -
             item
           Net income       $(1.42)     $(0.09)    $(1.22)      $0.27
            (loss)
         Diluted
           Continuing       $ 0.18      $(0.05)    $ 0.58       $0.40
             operations
           Discontinued      (1.61)      (0.04)     (1.72)      (0.13)
             segment
           Extraordinary        -           -       (0.08)        -
             item
           Net income       $(1.42)     ($0.09)    $(1.22)      $0.27
            (loss)

       Shares used in
         computing per
         share amounts:
        Basic              7,956       7,870      7,937     7,839
        Assumed exercise     -            16          2        28
         of stock options
        Diluted            7,956       7,886      7,939     7,867

The accompanying notes are an integral part of these consolidated
statements.




<PAGE>

     Rawlings Sporting Goods Company, Inc. and Subsidiaries

                   Consolidated Balance Sheets
            (Amounts in thousands, except share data)
                           (Unaudited)

                                      May 31,    August 31,
                                       2000        1999
ASSETS
Current Assets:
 Cash and cash equivalents          $ 2,728      $   904
 Accounts receivable, net of
   allowance of $2,934 and $2,243
   respectively                      36,781       26,919
 Inventories                         39,774       35,220
 Deferred income taxes                3,983        3,983
 Prepaid expenses                       794          851
 Net assets of discontinued           1,436        9,287
   segment
   Total current assets               85,496      77,164
Property, plant and equipment, net     9,324      10,687
Deferred income taxes                 20,929      20,920
Other assets                           1,097         643
Net noncurrent assets of                 504      11,261
  discontinued segment
   Total assets                     $117,350    $120,675
LIABILITIES AND STOCKHOLDERS'
EQUITY
Current liabilities:
 Current portion of long-term debt  $ 45,064    $ 51,015
 Accounts payable                     14,127       7,969
 Accrued liabilities                  14,230      10,626
   Total current liabilities          73,421      69,610
Long-term debt, less current           2,182         133
  maturities
Other long-term liabilities            9,291       8,855
   Total liabilities                  84,894      78,598
Stockholders' equity:
 Preferred stock, none issued           -           -
 Common stock, 7,931,603 and
   7,897,708 shares issued and
   outstanding, respectively              79          79
 Additional paid-in capital           30,707      30,482
 Stock subscription receivable        (1,421)     (1,421)
 Cumulative other comprehensive
   loss                               (1,576)     (1,399)
 Retained earnings                     4,667      14,336
 Stockholders' equity                 32,456      42,077
   Total liabilities and            $117,350    $120,675
      stockholders' equity


     The accompanying notes are an integral part of these
consolidated balance sheets.


<PAGE>


     Rawlings Sporting Goods Company, Inc. and Subsidiaries

              Consolidated Statements of Cash Flow
                     (Amounts in thousands)
                           (Unaudited)


                                               Nine Months Ended
                                                    May 31,
                                               2000        1999

 Cash flows from operating activities:
   Net income (loss)                         $(9,669)    $ 2,143
   Add net loss from discontinued segment     13,640       1,013
   Add extraordinary item                        646        -
   Net income from continuing operations       4,617       3,156
   Adjustments to reconcile net income
     from continuing operations to net
     cash provided by (used in) continuing
     operations:
      Depreciation and amortization            2,228       1,622
      Deferred income taxes                    2,633       2,181
   Changes in operating assets and
     liabilities:
   Accounts receivable, net                   (9,862)     (6,500)
     Inventories                              (4,554)     (3,462)
     Prepaid expenses                             57         (34)
     Other assets                             (1,381)       (149)
     Accounts payable                          6,158       2,415
     Accrued liabilities and other             3,936        (793)
 Net cash provided by (used in) continuing     3,832      (1,564)
   operations
 Net cash provided by discontinued segment     2,396       1,865
 Net cash provided by operating activities     6,228         301
 Cash flows from investing activities:
   Capital expenditures of continuing           (657)     (1,552)
     operations
   Capital expenditures of discontinued          (70)       (177)
     segment
 Net cash used in investing activities          (727)     (1,729)
 Cash flows from financing activities:
   Net decrease in short-term borrowings      (6,353)        -
   Borrowings of long-term debt                2,500      41,750
   Repayments of long-term debt                  (49)    (40,096)
   Issuance of common stock                      225         758
 Net cash (used in) provided by financing     (3,677)      2,412
   activities
 Net increase in cash and cash equivalents     1,824         984
 Cash and cash equivalents, beginning of         904         724
   period
 Cash and cash equivalents, end of period    $ 2,728      $1,708

The accompanying notes are an integral part of these consolidated
statements.


<PAGE>


     Rawlings Sporting Goods Company, Inc. and Subsidiaries

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1:   Summary of Significant Accounting Policies.

     The accompanying unaudited interim consolidated financial
statements have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission pertaining
to interim financial information and do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements.  These
financial statements should be read in conjunction with the
consolidated financial statements and accompanying notes included
in the Company's Form 8-K filed on January 3, 2000.  In the
opinion of management, all adjustments consisting only of normal
recurring adjustments considered necessary for a fair
presentation of financial position and results of operations have
been included therein.  The results for the nine months ended May
31, 2000 are not necessarily indicative of the results that may
be expected for a full fiscal year.

Note 2:   Discontinued Segment

     On June 26, 2000 the Company made a strategic decision to
seek a buyer for its Vic hockey business.  Vic provides an
extensive line of equipment for hockey including hockey sticks,
hockey protective equipment and goalie protective equipment.  The
sale of the Vic hockey business is expected to be completed
during fiscal 2001.  Vic hockey is accounted for as a
discontinued segment, and accordingly, operating results and net
assets are segregated in the Company's financial statements.

     The net current assets of this discontinued segment are
primarily accounts receivable, inventory, accounts payable and
accrued expenses.  Net noncurrent assets are primarily property,
plant and equipment and goodwill.


<PAGE>



     Operating results for the hockey business are included in
the Consolidated Statements of Income as net income from
discontinued segment for all periods presented.  Results for the
discontinued segment are as follows (in thousands):


                                  Quarter Ended       Nine Months Ended
                                     May 31,               May 31,
                                2000         1999      2000        1999

       Net revenues            $  1,426      $1,874    $ 5,070     $ 5,053

       Loss from operations    $ (1,385)     $(471)    $(2,744)    $(1,608)
         of
         discontinued segment
         before income taxes
       Provision (benefit)for        73       (174)       (430)      (595)
         income taxes
       Net loss from           $ (1,458)     $(297)    $(2,314)    $(1,013)
         operations of
         discontinued segment

       Loss on disposal of     $(13,000)    $  -      $(13,000)    $  -
         discontinued segment
         before income taxes
       Benefit for income        (1,674)       -        (1,674)       -
         taxes
       Net loss on disposal    $(11,326)    $  -      $(11,326)    $  -
         of discontinued
         segment


     The loss on disposal includes the writedown of assets of the hockey
business ($10,750,000) to estimated net realizable value, the provision for
operating losses during the phaseout period of $1,500,000 and the estimated
costs to dispose of this business of $750,000.


Note 3:   Credit Facility

     On December 28, 1999, the Company refinanced its credit
facility by entering into a $75,000,000 five-year term credit
agreement with a new lender.  Actual availability is based on the
Company's outstanding receivables and inventories.  The facility
also allows for a $15,000,000 seasonal advance from November
through April.  Borrowings under the agreement are based on an
interest rate of LIBOR plus 2.25 percent.  A commitment fee of
0.50 percent is charged on any unused portion of the facility.

     On May 15, 2000 the Company and its lenders amended the
credit agreement to convert $2,500,000 of the seasonal advance
portion of the facility to a term loan.  The amount of seasonal
advance available to the Company was reduced by the amount of the
term loan.  The term loan provides for monthly installment
payments and the aggregate outstanding principal balance of the
term loan becomes due and payable in full on the termination date
of the credit facility.  The term loan bears interest at LIBOR
plus 2.50 percent.

<PAGE>


     The credit facility includes various restrictions, including
requirements that the Company achieve certain EBITDA levels as
defined in the agreement, maintain a fixed charge ratio of 1 to 1
and limit capital expenditures and the payment of dividends.
Certain restrictions contained in the credit facility require,
based on current accounting literature, that debt under the
facility, with the exception of the term loan component, be
classified as current.

Note 4:   Inventories

     Inventories consisted of the following (in thousands):

                               May 31,       August 31,
                                2000           1999

     Raw materials           $ 7,943         $7,885
     Work in process           2,370          1,253
     Finished goods           29,461         26,082
                             $39,774        $35,220


Note 5:   Comprehensive Income

     For the three months ended May 31, 2000 comprehensive loss
was $11,666,000 compared with a comprehensive loss of $518,000
for the comparable prior year period.  For the nine months ended
May 31, 2000 comprehensive loss was $9,846,000 compared with
comprehensive income of $2,491,000 for the nine months ended May
31, 1999.

Note 6:   Operating Segments

     In 1999, the Company adopted Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of a
Business Enterprise and Related Information," which establishes
standards for reporting information about reportable operating
segments.  Operating segments, as defined, are components of an
enterprise about which separate financial information is
available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in
assessing performance.  The Company has identified operating
segments based on internal management reports.  This Statement
allows aggregation of similar operating segments into a single
reportable operating segment if the businesses are considered
similar under the criteria of this Statement.  The Company has
four operating segments based on its product categories, which in
applying the aggregation criteria of this Statement have been
aggregated into two reportable segments:  Sports Equipment and
Licensing.


<PAGE>


     The sports equipment segment manufactures and distributes
sports equipment and uniforms for team sports including baseball,
basketball and football.  The licensing segment licenses the
Rawlings brand name on products sold by other companies,
including products such as golf equipment, footwear, and
activewear.  There are no determinable operating expenses for the
licensing segment.  The accounting policies of the segments are
the same as those for the Company.  The revenues generated and
long- <PAGE> lived assets located outside the United States are not
significant and therefore, separate presentation is not required.


                             Quarter Ended        Nine Months Ended
                                May 31,                May 31,
                           2000        1999        2000       1999

    Net revenues
     Sports equipment    $44,269     $42,889      $139,428   $128,712
     Licensing             1,709       1,851         4,252      4,380
    Consolidated net     $45,978     $44,740      $143,680   $133,092
      revenues

    Operating income
      (loss)
     Sports equipment    $ 2,064     $(1,061)     $   7,894   $  4,324
     Licensing             1,709       1,851          4,252      4,380
    Consolidated         $ 3,773     $   790      $  12,146    $ 8,704
      operating income

                             May 31,          August 31,
                              2000               1999
Total assets
  Sports equipment          $113,476           $ 98,898
  Licensing                    1,934              1,229
  Net assets of                1,940             20,548
   discontinued segment
Consolidated total assets   $117,350           $120,675




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

     Statements made in this report that are not historical in
nature, or that state the Company's or management's intentions,
hopes, beliefs, expectations, or predictions of the future, for
example, the intent of the Company to restructure operations,
redesign certain processes and potentially sell underperforming
assets are "forward-looking statements" <PAGE> under the Private
Securities Litigation Reform Act of 1995, and involve risks and
uncertainties.  The words "should", "will be", "intended",
"continue", "believe", "may", "expect", "hope", "anticipate",
"goal", "forecast" and similar expressions are intended to
identify such forward-looking statements.  It is important to
note that any such forward-looking statements are not guarantees
of future performance, and the Company's actual results,
financial condition or business could differ materially from
those expressed in such forward-looking statements.  Factors that
could cause or contribute to such differences include, but are
not limited to, those discussed below under the caption
"Cautionary Factors That May Affect Future Results or the
Financial Condition of the Business", as well as those discussed
elsewhere in the Company's reports filed with the Securities and
Exchange Commission.  The Company undertakes no obligation to
update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes in
future operating results over time.

Discontinued Segment

     On June 26, 2000, the Company made a strategic decision to
seek a buyer for its Vic hockey business.  Vic provides an
extensive line of equipment for hockey including hockey sticks,
hockey protective equipment and goalie protective equipment.  The
sale of the Vic hockey business is expected to be completed
during fiscal 2001.  Vic hockey is accounted for as a
discontinued segment, and accordingly, operating results and net
assets are segregated in the Company's financial statements.


RESULTS OF OPERATIONS

               Quarter Ended May 31, 2000 Compared
                 with Quarter Ended May 31, 1999

     Net revenues from continuing operations for the quarter
ended May 31, 2000 were $45,978,000 or 2.8 percent higher than
net revenues from continuing operations of $44,740,000 for the
same quarter last year.  The increase in net revenues from
continuing operations was primarily the result of strong demand
across all categories of baseball equipment (up $2,208,000) with
the exception of radar speed-sensing baseballs, partially offset
by a decrease in basketball net revenues (down $636,000).
Basketball net revenues were down from the comparable prior year
quarter partially as a result of the NBA players' strike which
delayed shipments into the May 31, 1999 quarter.

     The Company's gross profit from continuing operations was
$15,804,000 or 27.2 percent higher than the gross profit from
continuing operations of $12,425,000 for the comparable prior
year period.  The gross profit margin from continuing operations
for the quarter was 34.4 percent, 6.6 margin points higher than
the comparable prior year quarter.  <PAGE> Cost of sales for the quarter
ended May 31, 1999 included a $1,600,000 provision for a
voluntary slow-pitch softball aluminum bat recall for safety
reasons.  Excluding that provision, the gross profit margin from
continuing operations for the May 31, 1999 quarter was 31.3
percent, 3.1 margin points lower than the comparable current year
quarter.  The higher gross profit margin was primarily related to
improved margins for baseball equipment (with the notable
exception of radar speed-sensing baseballs and wood bats),
improved margins for footballs (specifically due to outsourcing)
and improved margins across the apparel business.  Gross profit
margin for radar speed-sensing baseballs was lower as a result of
markdowns taken to dispose of excess inventory, while the margin
for wood bats was lower by comparison because of unusually strong
sales of high margin Mark McGwire memorabilia baseball bats in
the comparable prior year period.

     Selling, general and administrative (SG&A) expenses from
continuing operations of $12,031,000 were 3.4 percent above SG&A
expenses of $11,635,000 for the comparable prior year quarter.
The increase in SG&A expenses was primarily related to increases
in freight, salaries and wages and depreciation, partially offset
by decreases in professional fees and advertising and promotion.
SG&A expenses were 26.2 percent of net revenues from continuing
operations or 0.2 points higher than the comparable prior year
quarter.

     Interest expense for the quarter ended May 31, 2000 was
$1,439,000 or 7.1 percent higher than the interest expense of
$1,344,000 for the comparable prior year quarter.  Lower average
borrowings by $14,068,000 were more than offset by an increase in
average interest rates of 2.8 points.

     Net revenues from the discontinued segment for the quarter ended
May 31, 2000 were $1,426,000 or 23.9 percent lower than net revenues
from the discontinued segment of $1,874,000 for the same quarter last
year.  The decrease in net revenues was primarily the result of lower
sales of hockey sticks and goalie equipment.  Loss from operations for
the discontinued segment for the quarter ended May 31, 2000 was
$1,385,000 or $914,000 higher than the loss from operations of $471,000
for the same quarter last year.  The increased loss from operations was
primarily the result of lower sales volume, an increased percentage of
low margin sales of discontinued product and increased provisions for
inventory obsolescence and reserve for bad debts.



        Nine Months Ended May 31, 2000 Compared with the
                 Nine Months Ended May 31, 1999

     Net revenues from continuing operations for the nine months
ended May 31, 2000 were $143,680,000 or 8.0 percent higher than
the net revenues from continuing operations of $133,092,000 for
the comparable nine month period last year.  The increase in net
revenues from continuing operations was primarily the result of
strong demand across all categories of baseball equipment (up
$11,205,000) with the exception <PAGE> of radar speed-sensing baseballs
and wood bats.  Radar speed-sensing baseball net revenues were
off significantly after an initial introduction of the product in
late 1998.  Sales of wood bats were lower by comparison because
of unusually strong sales of Mark McGwire memorabilia baseball
bats in the comparable prior year period.  Additionally, net
revenues from apparel were up $1,329,000 primarily as a result of
additional demand for stock baseball apparel.  Net revenues from
footballs were down $1,606,000 due to the decision not to renew
the NCAA football contract.

     The Company's gross profit from continuing operations for
the nine months ended May 31, 2000 was $47,260,000 or 13.1
percent higher than the gross profit from continuing operations
of $41,785,000 for the comparable prior year period.  The gross
profit margin from continuing operations for the nine months
ended May 31, 2000 was 32.9 percent, 1.5 margin points higher
than the comparable prior year period.  Cost of sales for the
nine months ended May 31, 1999 included a $1,600,000 provision
for a voluntary slow-pitch softball aluminum bat recall for
safety reasons.  Excluding that provision the gross profit margin
from continuing operations for the nine month period ended May
31, 1999 was 32.6 percent, 0.3 margin points lower than the
comparable current year period.  Profit margin for the nine
months ended May 31, 2000 was negatively impacted (approximately
1.6 margin points) by a higher volume of low margin sales of
discontinued products because of a concerted effort by management
to reduce the levels of such inventories, and lower sales of high
margin memorabilia wood baseball bats and radar speed-sensing
baseballs.

     The Company is continuing to look for further production
efficiencies in apparel and significant cost reductions in other
areas including the potential sale of underperforming assets,
consolidation of certain production and distribution facilities,
various process redesigns in customer service and distribution,
and a 15 percent reduction in headquarters' staff.  The
headquarters' staff reduction was completed during the first
quarter through an early retirement program which resulted in a
first quarter charge of $759,000.  Additional charges may result
from these or other actions.

     SG&A expenses from continuing operations for the nine months
ended May 31, 2000 were $33,617,000, 1.6 percent above SG&A
expenses of $33,081,000 for the comparable prior year period.
The increase in SG&A expenses was primarily related to increases
in freight, salaries and wages and depreciation, partially offset
by decreases in advertising and promotion and professional fees.
SG&A expenses were 23.4 percent of net revenues from continuing
operations or 1.5 points lower than the comparable prior year
period.

     Unusual charges included a charge of $759,000 for the
previously discussed early retirement program and $738,000 of
costs associated with the Company's recently completed review of
strategic alternatives.


<PAGE>


     Interest expense for the nine months ended May 31, 2000 was
$4,666,000 or 30.4 percent higher than the interest expense of
$3,577,000 for the comparable prior year period.  Lower average
borrowings by $10,220,000 were more than offset by an increase in
average interest rates of 3.7 points.  On December 28, 1999, the
Company refinanced its credit facility by entering into a
$75,000,000 five-year term credit agreement with a new lender.
Borrowings under the new agreement are based on an interest rate
of LIBOR plus 2.25 percent.  On May 15, 2000 the Company and its
lenders amended the credit agreement to convert $2,500,000 of the
seasonal advance portion of the facility to a term loan.  The term
loan component of the credit facility bears interest at the rate of
LIBOR plus 2.50 percent.  See Note 3 to the Consolidated Financial
Statements.

     The extraordinary item of $646,000 was due to the write-off
of deferred financing costs associated with the early
extinguishment of the previous credit facility.

     Net revenues from the discontinued segment for the nine months
ended May 31, 2000 were $5,070,000, essentially flat with net revenues
from the discontinued segment of $5,053,000 for the comparable prior
year period.  Loss from operations for the discontinued segment for the
nine month period ended May 31, 2000 was $2,744,000 or $1,136,000 higher
than the loss from operations of $1,608,000 for the comparable prior
year period.  The increased loss from operations was primarily the result
of higher sales of low margin discontinued product and increased provisions
for inventory obsolescence and reserve for bad debts.


Seasonality

     Net revenues of baseball equipment and team uniforms are
highly seasonal.  Customers generally place orders with the
Company for baseball-related products beginning in August for
shipment beginning in November (pre-season orders).  These pre-
season orders from customers generally represent approximately 50
percent to 65 percent of the customers' anticipated needs for the
entire baseball season.  The amount of these pre-season orders
generally determines the Company's net revenues and profitability
between November 1 and March 31.  The Company then receives
additional orders (fill-in orders) which depend upon customers'
actual sales of products during the baseball season (sell-
through).  Fill-in orders are typically received by the Company
between February and May.  These orders generally represent
approximately 35 percent to 50 percent of the Company's sales of
baseball-related products during a particular season.  Pre-season
orders for certain baseball-related products from certain
customers are not required to be paid until early spring.  These
extended terms increase the risk of collectibility of accounts
receivable.  An increasing number of customers are on automatic
replenishment systems; therefore, more orders are received on a
ship-at-once basis.  This change has resulted in shipments to the
customer closer to the time the products are actually sold.  This
trend has and may continue to have the effect of shifting <PAGE> the
seasonality and quarterly results of the Company with higher
inventory and debt levels required to meet orders for immediate
delivery.  The sell-through of baseball-related products also
affects the amount of inventory held by customers at the end of
the season which is carried over by the customer for sale in the
next baseball season.  Customers typically adjust their pre-
season orders for the next baseball season to account for the
level of inventory carried over from the preceding baseball
season.  Football equipment and team uniforms are both shipped by
the Company and sold by retailers primarily in the period between
March 1 and September 30.  Basketballs and team uniforms
generally are shipped and sold throughout the year.  Because the
Company's sales of baseball-related products exceed those of its
other products, Rawlings' business is seasonal, with its highest
net revenues and profitability recognized between November 1 and
April 30.


Liquidity and Capital Resources

     Working capital increased by $4,521,000 during the nine
months ended May 31, 2000 primarily as a result of a seasonal
increase in accounts receivable and inventories, partially offset
by an increase in accounts payable due to the conversion of
foreign vendors from payment by letter of credit to open account
payment terms.

     Cash flows provided by operating activities for the nine
months ended May 31, 2000 were $6,228,000 or $5,927,000 higher
than the $301,000 provided in the comparable prior year period.
The improvement is primarily the result of converting foreign
vendors from payment by letter of credit to open account payment
terms and tighter cash controls, partially offset by volume
driven increases in accounts receivable and inventory.

     Capital expenditures were $727,000 for the nine months ended
May 31, 2000 compared to $1,729,000 for the comparable prior year
period.  The Company intends to continue to carefully review all
proposed capital investments and expects total fiscal 2000
capital expenditures to be substantially below the $1,932,000
expended in fiscal 1999.

     During the nine months ended May 31, 2000, the Company
repaid $3,902,000 of its outstanding debt.  This resulted in
total debt of $47,246,000 as of May 31, 2000 or 7.6 percent lower
than total debt of $51,148,000 as of August 31, 1999.  Compared
to debt as of May 31, 1999 of $58,763,000, debt as of May 31,
2000 was down $11,517,000 or 19.6 percent.  The decrease in total
debt was primarily the result of more efficient working capital
management.  Management believes that the Company's current
credit facility is sufficient to adequately finance its existing
and future operators.


<PAGE>



Cautionary Factors That May Affect Future Results, Financial
Condition or Business

     Statements made in this report, other reports and proxy
statements filed with the Securities and Exchange Commission,
communications to stockholders, press releases and oral
statements made by representatives of the Company that are not
historical in nature, or that state the Company's or management's
intentions, hopes, beliefs, expectations, or predictions of the
future, are "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended,
and involve risks and uncertainties. The words "should," "will
be," "intended," "continue," "believe," "may," "expect," "hope,"
"anticipate," "goal," "forecast" and similar expressions are
intended to identify such forward-looking statements. It is
important to note that any such performance, and actual results,
financial condition or business could differ materially from
those expressed in such forward-looking statements. Factors that
could cause or contribute to such differences include, but are
not limited to, those discussed in this document as well as those
discussed elsewhere in other reports filed with the Securities
and Exchange Commission. The Company undertakes no obligation to
update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes in
future operating results, financial condition or business over
time.


Item 3.   Quantitative and Qualitative Disclosure about Market
          Risk

     The Company has no material sensitivity to changes in
foreign currency exchange rates on its net exposed derivative
financial instrument position.


<PAGE>



                            Part II.
                        OTHER INFORMATION


Item 1.   Legal Proceedings

          None.

Item 2.   Changes in Securities and Use of Proceeds

          None.

Item 3.   Defaults on Senior Securities

          None.

Item 4.   Submission of Matters to a Vote of Security Holders

          The annual Stockholders' Meeting was held on April 13,
          2000.  At the meeting the following nominees were
          elected pursuant to the following votes:

                                 Number of     Number of
              Nominee            Votes For       Votes
                                               Withheld

          Charles L. Jarvie     6,778,129      751,276
          Michael McDonnell     6,761,117      768,288

          Michael J. Roarty retired as a director at the meeting.

          The following directors' term of office continued after
the meeting:

                         Andrew N. Baur
                         Linda L. Griggs
                         Stephen M. O'Hara
                         Robert S. Prather, Jr.
                         William C. Robinson


<PAGE>


          The approval of the Board of Directors' selection of
          Arthur Andersen LLP as independent public accountants
          was approved pursuant to the following vote:

                   For       Against      Abstain

                7,447,954    59,331       22,120


          The shareholder proposal to revoke the Rights
          Agreement, dated July 1, 1994 was ratified pursuant to
          the following vote:

                  For         Against    Abstain   Non-Vote

                3,402,524   1,236,620    57,407    2,832,854


Item 5.   Other Information

          None.

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               10.1 Amendment No. 2 to the Credit Agreement among
                    Rawlings Sporting Goods Company, Inc.,
                    General Electric Capital Corporation and
                    LaSalle Bank National Association dated May
                    15, 2000.



<PAGE>


                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.





                    RAWLINGS SPORTING GOODS COMPANY, INC.



Date:               /s/ STEPHEN M. O'HARA
                    Stephen M. O'Hara
                    Chairman of the Board and
                    Chief Executive Officer



Date:               /s/ MICHAEL L. LUETKEMEYER
                    Michael L. Luetkemeyer
                    Chief Financial Officer
                    (Principal Accounting Officer)




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          AUG-31-2000
<PERIOD-END>                               MAY-31-2000
<CASH>                                           2,728
<SECURITIES>                                         0
<RECEIVABLES>                                   39,715
<ALLOWANCES>                                     2,934
<INVENTORY>                                     39,774
<CURRENT-ASSETS>                                85,496
<PP&E>                                          26,773
<DEPRECIATION>                                  17,449
<TOTAL-ASSETS>                                 117,350
<CURRENT-LIABILITIES>                           73,421
<BONDS>                                         11,473
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                            79
<OTHER-SE>                                      32,377
<TOTAL-LIABILITY-AND-EQUITY>                   117,350
<SALES>                                        143,680
<TOTAL-REVENUES>                               143,680
<CGS>                                           96,420
<TOTAL-COSTS>                                   96,420
<OTHER-EXPENSES>                                35,114
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               4,666
<INCOME-PRETAX>                                  7,259
<INCOME-TAX>                                     2,642
<INCOME-CONTINUING>                              4,617
<DISCONTINUED>                                (13,640)
<EXTRAORDINARY>                                  (646)
<CHANGES>                                            0
<NET-INCOME>                                   (9,669)
<EPS-BASIC>                                     (1.22)
<EPS-DILUTED>                                   (1.22)


</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>AMENDMENT NO. 2 TO CREDIT AGREEMENT
<TEXT>


               AMENDMENT NO. 2 TO CREDIT AGREEMENT

          This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this
"AMENDMENT") dated as of May 15, 2000 (the "Effective Date") is
made among RAWLINGS SPORTING GOODS COMPANY, INC., a Delaware
corporation ("BORROWER"); the other Credit Parties signatory to
the hereinafter defined Credit Agreement; GENERAL ELECTRIC
CAPITAL CORPORATION, a New York corporation (in its individual
capacity, "GE Capital"), for itself, as Lender, and as Agent for
Lenders ("Agent"), and the other Lenders signatory to the
hereinafter defined Credit Agreement.

                            RECITALS

     A.   Agent, Lenders and Credit Parties are party to that
certain Credit Agreement dated as of December 28, 1999 (as
amended, restated, supplemented or otherwise modified from time
to time, the "CREDIT AGREEMENT").

     B.   On and subject to the terms and conditions hereof,
Agent, Lenders and Credit Parties wish to amend certain
provisions of the Credit Agreement.

     C.   This Amendment shall constitute a Loan Document and
these Recitals shall be construed as part of this Amendment;
capitalized terms used herein without definition are so used as
defined in Annex A to the Credit Agreement.

     NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter contained, the parties hereto agree
as follows:

     1.   AMENDMENT.  Subject to the conditions precedent set
forth in Section 3 hereof, the Credit Agreement is hereby amended
as follows:

     (a)  Section 1.1 of the Credit Agreement is amended by
adding the following new Section 1.1(d):

          "(d) TERM LOAN.

          (i)  Subject to the terms and conditions hereof, each
     Lender agrees to make a term loan on May _, 2000 to Borrower
     (the "TERM LOAN") in the original principal amount of its
     Term Loan Commitment.  The obligations of each Lender
     hereunder shall be several and not joint.  The Term Loan
     shall be evidenced by promissory notes substantially in the
     form of EXHIBIT 1.1(d) (each a "TERM NOTE" and collectively
     the "TERM NOTES"), and Borrower shall execute and deliver a
     Term Note to each Lender.  Each Term Note shall represent
     the obligation of <PAGE> Borrower to pay the amount of the
     applicable Lender's Term Loan Commitment, together with
     interest thereon as prescribed in Section 1.5.

          (ii) Borrower shall pay the principal amount of the
     Term Loan in seventy five (75) consecutive monthly
     installments of $33,333.33 on the first day of each calendar
     month, commencing June 1, 2000.  Notwithstanding the
     foregoing, the aggregate outstanding principal balance of
     the Term Loan shall be due and payable in full in
     immediately available funds on the Commitment Termination
     Date, if not sooner paid in full.  Each payment of principal
     with respect to the Term Loan shall be paid to Agent for the
     ratable benefit of each Term Lender, ratably in proportion
     to each such Term Lender's respective Term Loan Commitment."

     (b)  Section 1.3(a) of the Credit Agreement is amended by
inserting the following sentence at the beginning of such Section:

          "Borrower may at any time on at least five (5) days'
     prior written notice to Agent voluntarily prepay all of the
     Term Loan."

     (c)  Section 1.3(c) of the Credit Agreement is amended by
deleting the Section in its entirety and replacing such Section
with the following new Section 1.3(c):

          "(c) APPLICATION OF CERTAIN MANDATORY PREPAYMENTS.  Any
     prepayments made by Borrower pursuant to CLAUSES (b)(ii) or
     (b)(iii) above shall be applied as follows: FIRST, to Fees
     and reimbursable expenses of Agent then due and payable
     pursuant to any of the Loan Documents; SECOND, to interest
     then due and payable on the Term Loan; THIRD, to prepay the
     scheduled installments of the Term Loan in inverse order of
     maturity, until such Loan shall have been prepaid in full;
     FOURTH, to interest then due and payable on the Swing Line
     Loan; FIFTH, to the principal balance of the Swing Line Loan
     until the same shall have been repaid in full; SIXTH, to
     interest then due and payable on the Revolving Credit
     Advances; SEVENTH, to the outstanding principal balance of
     Revolving Credit Advances until the same shall have been
     paid in full; and EIGHTH, to any Letter of Credit
     Obligations, to provide cash collateral therefor in the
     manner set forth in ANNEX B, until all such Letter of Credit
     Obligations have been fully cash collateralized in the
     manner set forth in ANNEX B.  Neither the Revolving Loan
     Commitment nor the Swing Line Commitment shall be
     permanently reduced by the amount of any such prepayments."

     (d)  Section 1.3(d) of the Credit Agreement is amended by
deleting such Section in its entirety and replacing it with the
following:

          "(d) APPLICATION OF PREPAYMENTS FROM INSURANCE
     PROCEEDS.  Prepayments from insurance proceeds in accordance
     with SECTION 5.4(c) shall be <PAGE> applied as follows:  insurance
     proceeds from casualties or losses to cash or Inventory
     shall be applied first, to the Swing Line Loans and, second,
     to the Revolving Credit Advances; insurance proceeds from
     casualties or losses to Equipment, Fixtures and Real Estate
     shall be applied to scheduled installments of the Term Loan
     in inverse order of maturity.  Neither the Revolving Loan
     Commitment nor the Swing Line Loan Commitment shall be
     permanently reduced by the amount of any such prepayments.
     If the precise amount of insurance proceeds allocable to
     Inventory as compared to Equipment, Fixtures and Real Estate
     are not otherwise determined, the allocation and application
     of those proceeds shall be determined by Agent, subject to
     the approval of Requisite Lenders."

     (e)  Section 1.5(a) of the Credit Agreement is amended by
deleting the word "and" immediately before clause (ii) of such
Section and inserting the following language at the end of such
clause (ii):

          "and (iii) with respect to the Term Loan, the Index
     Rate plus the Applicable Term Loan Index Margin per annum
     or, at the election of the Borrower, the applicable LIBOR
     Rate plus the Applicable Term Loan LIBOR Margin per annum."

     (f)  Section 1.5(a) of the Credit Agreement is further
amended by inserting the following sentence immediately after the
first sentence of the second paragraph thereof:

          "The Applicable Term Loan Index Margin and the
     Applicable Term Loan LIBOR Margin will be 1.00% and 2.50%
     per annum, respectively, as of the date of the Second
     Amendment to the Agreement."

     (g)  Section 1.5(a) of the Credit Agreement is further
amended by deleting the second grid set forth in such Section and
replacing it with the following grid:

                         "APPLICABLE MARGINS

                                       LEVEL I   LEVEL II
Applicable Index Margin                 0.75%     0.50%
Applicable LIBOR Margin                 2.25%     2.00%
Applicable Term Loan Index Margin       1.00%     0.75%
Applicable Term Loan LIBOR Margin       2.50%     2.25%
Applicable L/C Margin                   2.25%     2.00%
Applicable Unused Line Fee Margin       0.50%     0.50%"


<PAGE>


     (h)  Section 1.9(c) of the Credit Agreement is amended by
inserting the words "prepays the Term Loan or" immediately after
the first reference to "Borrower" in the first sentence of such
Section and inserting the words "(i) the principal amount of the
Term Loan prepaid and (ii)" immediately before the words "the
amount of the Revolving Loan Commitment" in the first sentence of
such Section.

     (i)  Section 1.11(a) of the Credit Agreement is amended by
deleting the words "Revolving Loan" in clause (4) of such Section
and replacing such words with the words "other Loans, ratably in
proportion to the interest accrued as to each Loan" and by
deleting the words "Revolving Loan" in clause (5) of such Section
and replacing such words with the words "other Loans."

     (j)  Section 1.12 of the Credit Agreement is amended by
inserting the words "and the Term Loan" immediately after the
word "Advances" in the first sentence of such Section.

     (k)  Section 1.16(d) of the Credit Agreement is amended by
deleting the words "Loan and Revolving Loan Commitment" in such
Section and replacing such words with the words "Loans and
Commitments."

     (l)  Section 9.1 of the Credit Agreement is amended by
deleting each reference to "Revolving Loan Commitment" contained
in such Section and replacing such reference with a reference to
"Commitments" and by inserting the following sentence immediately
after the first sentence of Section 9.1(a):

          "Each assignment shall be of a constant, and not a
     varying, ratable percentage of all of the assigning Lender's
     rights and obligations under this Agreement."

     (m)  Sections 9.1, 9.4, 9.9(b), 11.2 and 11.8 of the Credit
Agreement and the definitions of "Interest Payment Date" and "Pro
Rata Share" contained in Annex A to the Credit Agreement are
amended by deleting each reference to "Revolving Loan Commitment"
or "Revolving Loan Commitments" in such Sections and replacing
each such reference with a reference to "Commitments."

     (n)  The following new definitions are inserted into Annex A
to the Credit Agreement in appropriate alphabetical order:

               "APPLICABLE TERM LOAN INDEX MARGIN" shall mean the
     per annum interest rate from time to time in effect and
     payable in addition to the Index Rate applicable to the Term
     Loan, as determined by reference to Section 1.5(a) of the
     Agreement.

               ""APPLICABLE TERM LOAN LIBOR MARGIN" shall mean
     the per annum interest rate from time to time in effect and
     payable in addition to the LIBOR Rate <PAGE> applicable to the Term
     Loan, as determined by reference to SECTION 1.5(a) of the
     Agreement.

               "COMMITMENTS" shall mean (a) as to any Lender, the
     aggregate of such Lender's Revolving Loan Commitment
     (including without duplication the Swing Line Lender's Swing
     Line Commitment as a subset of its Revolving Loan
     Commitment) and Term Loan Commitment as set forth on ANNEX J
     to the Agreement or in the most recent Assignment Agreement
     executed by such Lender and (b) as to all Lenders, the
     aggregate of all Lenders' Revolving Loan Commitments
     (including without duplication the Swing Line Lender's Swing
     Line Commitment as a subset of its Revolving Loan
     Commitment) and Term Loan Commitments, which aggregate
     commitment shall be Seventy Five Million Dollars
     ($75,000,000) on the Closing Date, as to each of clauses (a)
     and (b), as such Commitments may be reduced, amortized or
     adjusted from time to time in accordance with the Agreement.

               "TERM LOAN" shall have the meaning assigned to it
     in SECTION 1.1(d)(i).

               "TERM LOAN COMMITMENT" shall mean (a) as to any
     Lender, the commitment of such Lender to make its Pro Rata
     Share of the Term Loan as set forth on ANNEX J to the
     Agreement or in the most recent Assignment Agreement
     executed by such Lender, and (b) as to all Lenders, the
     aggregate commitment of all Lenders to make the Term Loan,
     which aggregate commitment shall be Two Million Five Hundred
     Thousand Dollars ($2,500,000) on the date of the Second
     Amendment to the Agreement, as to each of clauses (a) and
     (b), as such Term Loan Commitments may be reduced, amortized
     or adjusted from time to time in accordance with the
     Agreement.

               "TERM NOTE" shall have the meaning assigned to it
     in SECTION 1.1(d)(i)."

     (o)  The following definitions contained in Annex A to the
Credit Agreement are deleted and replaced in their entirety with
the following definitions:

               ""APPLICABLE MARGINS" means collectively the
     Applicable L/C Margin, the Applicable Unused Line Fee
     Margin, the Applicable Index Margin, the Applicable Term
     Loan Index Margin, the Applicable LIBOR Margin and the
     Applicable Term Loan LIBOR Margin.

               "LOANS" shall mean the Revolving Loan, the Swing
     Line Loan and the Term Loan.

               "NOTES" shall mean the Revolving Notes, the Swing
     Line Note and the Term Notes, collectively."


<PAGE>


     (p)  The definition of "Borrowing Base" contained in Annex A
to the Credit Agreement is amended by deleting clause (c) thereof
in its entirety and replacing such clause (c) with the following:

          (c)  during an Overadvance Period, the amount set forth
below opposite such Overadvance Period:

          "OVERADVANCE PERIOD COMMENCING               AMOUNT

          November 1, 2000                        $11,500,000
          November 1, 2001                        $10,500,000
          November 1, 2002                        $ 9,500,000
          November 1, 2003                        $ 8,500,000
          November 1, 2004                        $ 7,500,000"

     (q)  The definition of "Requisite Lenders" contained in
Annex A to the Credit Agreement is amended by deleting each
reference to "Revolving Loan Commitments" and "Revolving Loans"
in such Sections and replacing such references with references to
"Commitments" and "Loans," respectively.

     (r)  Annex J to the Credit Agreement is deleted in its
entirety and replaced by Annex J attached hereto.

     (s)  Exhibit 1.1(d) is added to the Credit Agreement in the
form of Exhibit 1.1(d) hereto.

     2.   REPRESENTATIONS AND WARRANTIES.  As of the date hereof,
Credit Parties hereby jointly and severally represent and warrant
to Agent and Lenders as follows:

          (a)  After giving effect to this Amendment and the
     transactions contemplated hereby (i) no Default or Event of
     Default shall have occurred or be continuing and (ii) the
     representations and warranties of Credit Parties contained
     in the Loan Documents shall be true, accurate and complete
     in all respects on and as of the date hereof to the same
     extent as though made on and as of such date, except to the
     extent such representations and warranties specifically
     relate to an earlier date.

          (b)  The execution, delivery and performance, as the
     case may be, by each Credit Party of this Amendment and the
     other documents and transactions contemplated hereby are
     within each Credit Party's corporate powers, have been duly
     authorized by all necessary corporate action (including,
     without limitation, all necessary shareholder approval) of
     each Credit Party, have received all necessary governmental
     approvals, and do not and will not contravene or conflict
     with any provision of law applicable to any Credit Party,
     the certificate or articles of incorporation or bylaws of
     any Credit Party, or any order, judgment or decree <PAGE> of any
     court or other agency of government or any contractual
     obligation binding upon any Credit Party.

          (c)  This Amendment, the Credit Agreement and each
     other Loan Document is the legal, valid and binding
     obligation of each Credit Party enforceable against each
     Credit Party in accordance with its respective terms, except
     to the extent enforceability is limited by bankruptcy,
     insolvency or similar laws affecting the rights of creditors
     generally or by application of general principles of equity.

     3.   CONDITIONS.  This Amendment shall become effective as
of the Effective Date, PROVIDED that as of the Effective Date
(except as otherwise noted) each of the following items shall
have been received by Agent or satisfied, as the case may be, all
in form and substance satisfactory to Agent:

          (a)  AMENDMENT.  This Amendment, duly executed by each
     Credit Party, Agent and each Lender.

          (b)  FEES, COSTS AND EXPENSES.  Agent shall have
     received (at Agent's option, by payment or as a charge
     against the Revolving Loan) reimbursement of the amounts
     payable by Agent to its legal counsel for the reasonable
     legal fees of such counsel, and the costs and expenses
     incurred by such counsel, in respect of the preparation and
     negotiation of this Amendment and the other documents
     executed in connection herewith.

          (c)  TERM NOTES.  Duly executed originals of the Term
     Notes for each Lender, dated as of the Effective Date.

          (d)  REVOLVING NOTES.  Duly executed originals of the
     Revolving Notes, reflecting the revised Revolving Loan
     Commitment for each Lender, dated as of the Effective Date.

     4.   EFFECT ON LOAN DOCUMENTS.  This Amendment is limited to
the specific purpose for which it is granted and, except as
specifically set forth above (a) shall not be construed as a
consent, waiver, amendment or other modification with respect to
any term, condition or other provision of any Loan Document and
(b) each of the Loan Documents shall remain in full force and
effect and are each hereby ratified and confirmed.

     5.   SUCCESSORS AND ASSIGNS.  This Amendment shall be
binding on and shall inure to the benefit of Credit Parties,
Agent, Lenders and their respective successors and assigns;
PROVIDED that no Credit Party may assign its rights, obligations,
duties or other interests hereunder without the prior written
consent of Agent and Lenders.  The terms and provisions of this
Amendment are for the purpose of defining the relative rights and
obligations of Credit Parties, Agent and Lenders with respect to
the transactions <PAGE> contemplated hereby and there shall be no third
party beneficiaries of any of the terms and provisions of this
Amendment.

     6.   ENTIRE AGREEMENT.  This Amendment, including all
documents attached hereto, incorporated by reference herein or
delivered in connection herewith, constitutes the entire
agreement of the parties with respect to the subject matter
hereof and supersedes all other understandings, oral or written,
with respect to the subject matter hereof.

     7.   INCORPORATION OF CREDIT AGREEMENT.  The provisions
contained in Sections 11.9 and 11.13 of the Credit Agreement are
incorporated herein by reference to the same extent as if
reproduced herein in their entirety with respect to this
Amendment.

     8.   ACKNOWLEDGMENT.  Each Credit Party hereby represents
and warrants that there are no liabilities, claims, suits, debts,
liens, losses, causes of action, demands, rights, damages or
costs, or expenses of any kind, character or nature whatsoever,
known or unknown, fixed or contingent (collectively, the
"CLAIMS"), which any Credit Party may have or claim to have
against Agent or any Lender, or any of their respective
affiliates, agents, employees, officers, directors,
representatives, attorneys, successors and assigns (collectively,
the "LENDER RELEASED PARTIES"), which might arise out of or be
connected with any act of commission or omission of the Lender
Released Parties existing or occurring on or prior to the date of
this Amendment, including, without limitation, any Claims arising
with respect to the Obligations or any Loan Documents.  In
furtherance of the foregoing, each Credit Party hereby releases,
acquits and forever discharges the Lender Released Parties from
any and all Claims that any Credit Party may have or claim to
have, relating to or arising out of or in connection with the
Obligations or any Loan Documents or any other agreement or
transaction contemplated thereby or any action taken in
connection therewith from the beginning of time up to and
including the date of the execution and delivery of this
Amendment.  Each Credit Party further agrees forever to refrain
from commencing, instituting or prosecuting any lawsuit, action
or other proceeding against any Lender Released Parties with
respect to any and all Claims which might arise out of or be
connected with any act of commission or omission of the Lender
Released Parties existing or occurring on or prior to the date of
this Amendment, including, without limitation, any Claims arising
with respect to the Obligations or any Loan Documents.

     9.   CAPTIONS.  Section captions used in this Amendment are
for convenience only, and shall not affect the construction of
this Amendment.

     10.  SEVERABILITY.  Whenever possible each provision of this
Amendment shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this
Amendment shall be prohibited by or invalid under such law, such
provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Amendment.


<PAGE>



     11.  COUNTERPARTS.  This Amendment may be executed in any
number of counterparts and by the different parties on separate
counterparts, and each such counterpart shall be deemed to be an
original, but all such counterparts shall together constitute but
one and the same instrument.  Delivery of an executed counterpart
of a signature page to this Amendment by telecopy shall be
effective as delivery of a manually executed counterpart of this
Amendment.

                    [signature page follows]


<PAGE>



          IN WITNESS WHEREOF, this Amendment No. 2. to Credit
Agreement has been duly executed and delivered as of the day and
year first above written. above.

                         RAWLINGS SPORTING GOODS
                         COMPANY, INC.


                         By: /s/ Michael Luetkemeyer
                         Title: CFO


                         RAWLINGS CANADA,
                         INCORPORATED


                         By: /s/ Michael Luetkemeyer
                         Title:  V.P. and Secretary


                         RAWLINGS de COSTA RICA, S.A.


                         By: /s/ Howard Keene
                         Title: Secretary


                         GENERAL ELECTRIC CAPITAL
                         CORPORATION, as Agent and Lender


                         By: /s/ Geoffrey K. Hall
                         Title:  Duly Authorized Signatory


                         LASALLE BANK NATIONAL ASSOCIATION, as
                         Lender


                         By: /s/ Andrew K. Dawson
                         Title: Vice President




<PAGE>



         Exhibit A to Amendment No. 2 to Credit Agreement


                             ANNEX J
          (FROM ANNEX A -DEFINITIONS OF REVOLVING LOAN
              COMMITMENT AND SWING LINE COMMITMENT)
                               TO
                        CREDIT AGREEMENT

                         Revolving Loan      Term Loan      Total
Lender                   Commitment          Commitment     Commitment

General Electric         $48,333,333.33    $1,666,666.67    $50,000,000.00
  Capital Corporation

LaSalle Bank National    $24,166,666.67    $  833,333.33    $25,000,000.00
  Association

Total                    $72,500,00.000    $2,500,000.00    $75,000,00.00



<PAGE>


        Exhibit B to Amendment No. 2 to Credit Agreement

                         EXHIBIT 1.1(d)
                               TO
                        CREDIT AGREEMENT

                        FORM OF TERM NOTE

$___________________                             Chicago, Illinois

                                                     May 15, 2000

          FOR VALUE RECEIVED, the undersigned, RAWLINGS SPORTING
GOODS COMPANY, INC., a Delaware corporation ("BORROWER"), HEREBY
PROMISES TO PAY to the order of ___________________ ("LENDER") at
the offices of GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation, as Agent for Lenders ("AGENT"), at its address at 10
South LaSalle Street, Suite 2700, Chicago, IL 60603, or at such
other place as Agent may designate from time to time in writing,
in lawful money of the United States of America and in
immediately available funds, the amount of _____________________
DOLLARS AND _____ CENTS ($___,___,___).  All capitalized terms
used but not otherwise defined herein have the meanings given to
them in the "Credit Agreement" (as hereinafter defined) or in
Annex A thereto.

          This Term Note is one of the Term Notes issued pursuant
to that certain Credit Agreement dated as of December 28, 1999 by
and among Borrower, the other Persons named therein as Credit
Parties, Agent, Lender and the other Persons signatory thereto
from time to time as Lenders (including all annexes, exhibits and
schedules thereto and as from time to time amended, restated,
supplemented or otherwise modified, the "CREDIT AGREEMENT"), and
is entitled to the benefit and security of the Credit Agreement,
the Security Agreement and all of the other Loan Documents
referred to therein.  Reference is hereby made to the Credit
Agreement for a statement of all of the terms and conditions
under which the Loans evidenced hereby are made and are to be
repaid.  The principal balance of the Term Loan, the rates of
interest applicable thereto and the date and amount of each
payment made on account of the principal thereof, shall be
recorded by Agent on its books; provided that the failure of
Agent to make any such recordation shall not affect the
obligations of Borrower to make a payment when due of any amount
owing under the Credit Agreement or this Term Note.

          The principal amount of the indebtedness evidenced
hereby shall be payable in the amounts and on the dates specified
in the Credit Agreement.  Interest thereon shall be paid until
such principal amount is paid in full at such interest rates and
at such times, and pursuant to such calculations, as are
specified in the Credit Agreement.  The terms of the Credit
Agreement are hereby incorporated herein by reference.

          If any payment on this Term Note becomes due and
payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day and, <PAGE> with
respect to payments of principal, interest thereon shall be
payable at the then applicable rate during such extension.

          Upon and after the occurrence of any Event of Default,
this Term Note may, as provided in the Credit Agreement, and
without demand, notice or legal process of any kind, be declared,
and immediately shall become, due and payable.

          Time is of the essence of this Term Note.  Demand,
presentment, protest and notice of nonpayment and protest are
hereby waived by Borrower.

          Except as provided in the Credit Agreement, this Term
Note may not be assigned by Lender to any Person.

          THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN THAT STATE.

                                   RAWLINGS SPORTING GOODS
                                   COMPANY, INC.

                                   By:

                                   Title:

<PAGE>


</TEXT>
</DOCUMENT>
</SUBMISSION>
