<SUBMISSION>
<ACCESSION-NUMBER>0000927025-00-000118
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>6
<FILING-DATE>20000804
<EFFECTIVENESS-DATE>20000804
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>RAWLINGS SPORTING GOODS CO INC
<CIK>0000921915
<ASSIGNED-SIC>3949
<IRS-NUMBER>431674348
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0831
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-43124
<FILM-NUMBER>686760
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1859 INTERTECH DR
<CITY>FENTON
<STATE>MO
<ZIP>63026
<PHONE>3143493500
</BUSINESS-ADDRESS>
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<STREET1>1859 INTERTECH DR
<CITY>FENTON
<STATE>MO
<ZIP>63026
</MAIL-ADDRESS>
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<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>S-8
<TEXT>

           As filed with the Securities and Exchange Commission
                             on August 4, 2000

                                             Registration No. 333-___

_____________________________________________________________________
_____________________________________________________________________

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

               ____________________________________

                            FORM S-8
                      REGISTRATION STATEMENT
                UNDER THE SECURITIES ACT OF 1933

               ____________________________________




              RAWLINGS SPORTING GOODS COMPANY, INC.
     (Exact name of registrant as specified in its charter)

                 Delaware                     43-1674348
      (State or other jurisdiction of     (I.R.S. Employer
      Incorporation or organization)    Identification Number)


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


              RAWLINGS SPORTING GOODS COMPANY, INC.
                 1994 LONG-TERM INCENTIVE PLAN;
              RAWLINGS SPORTING GOODS COMPANY, INC.
            2000 NON-EMPLOYEE DIRECTORS' STOCK PLAN;
                               AND
AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH STEPHEN M. O'HARA
                    (Full title of the plan)

                        Stephen M. O'Hara
         Chairman, President and Chief Executive Officer
          1859 Intertech Drive, Fenton, Missouri 63026
             (Name and address of agent for service)


                         (636) 349-3500
  (Telephone number, including area code, of agent for service)


          Please send copies of all correspondence to:
                  Stinson, Mag & Fizzell, P.C.
                  100 South Broadway, Suite 700
                    St. Louis, Missouri 63102
               Attention: Thomas B. Kinsock, Esq.
                         (314) 259-4500


_____________________________________________________________________
_____________________________________________________________________

<PAGE>
                         CALCULATION OF REGISTRATION FEE


                                                PROPOSED
TITLE OF                       PROPOSED         MAXIMUM         AMOUNT OF
SECURITIES    AMOUNT TO        MAXIMUM          AGGREGATE       REGISTRA-
TO BE         BE               OFFERING PRICE   OFFERING        TION
REGISTERED    REGISTERED <F1>  PER SHARE <F2>   PRICE <F2>      FEE <F3>

Common Stock  975,000 shares        $5.75         $5,606,250     $1,480.05
$0.01 par
value

_____________________________________________________________________
_____________________________________________________________________

<F1> Represents the maximum number of additional shares of Common Stock
     (500,000) available for issuance under the Rawlings Sporting Goods
     Company, Inc. 1994 Long Term Incentive Plan, the maximum number of
     shares (450,000) available for issuance under the Amended and
     Restated Employment Agreement between Rawlings Sporting Goods
     Company, Inc. and Stephen M. O'Hara, dated as of January 7,
     2000, and the maximum number of shares (25,000) available for
     issuance under the Rawlings Sporting Goods Company, Inc. 2000
     Non-Employee Directors' Stock Plan.  The Registrant previously
     filed with the Securities and Exchange Commission on September 14,
     1994, a Registration Statement on Form S-8 (Reg. No. 33-83958)
     relating to securities offered under the 1994 Long-Term Incentive
     Plan.  Includes, for each share of Common Stock, one attached share
     purchase right, pursuant to the Registrant's Rights Agreement,
     dated as of July 1, 1994, as amended.

<F2> Pursuant to Rule 457(c) and 457(h) of the Securities Act of 1933,
     the proposed maximum offering price and registration fee are based
     on the bid and asked prices per share of the Registrant's Common Stock
     as reported on the Nasdaq National Market System on July 31, 2000.

<F3> The registration fee has been calculated pursuant to Section 6(b) of
     the Securities Act of 1933 as follows:  0.0264% of $5,606,250, the
     Proposed Maximum Aggregate Offering Price of the shares of stock
     registered hereby.
_____________________________________________________________________
_____________________________________________________________________

<PAGE>
                          PART I
    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified by Item 1 and Item 2 of Part I of
Form S-8 is omitted from this filing in accordance with the
provisions of Rule 428 under the Securities Act of 1933 and
the introductory note to Part I of Form S-8.  The documents
containing the information specified in Part I will be
delivered to the participants in the plans covered by this
registration statement as required by Rule 428(b).

                          PART II
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by the Registrant with
the Securities and Exchange Commission are incorporated
herein by reference:

     (a)  The Registrant's latest annual report on Form 10-K
filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");

     (b)  All other reports filed by the Registrant pursuant
to Section 13 or 15(d) of the Exchange Act since the end of
the fiscal year covered by the annual report referred to in
(a) above; and

     (c)  The description of the Registrant's common stock
which is contained in the registration statement filed by
the Registrant under Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such
description.

     All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective
amendment that indicates that all securities offered hereby
have been sold or that deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part
hereof from the date of filing of such documents.  Any
statement contained in a document incorporated by reference
herein and filed prior to the filing hereof shall be deemed
to be modified or superseded for purposes of this
registration statement to the extent that a statement
contained herein modifies or supersedes such statement, and
any statement contained herein or in any other document
incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration
statement to the extent that a statement contained in any
other subsequently filed document that also is incorporated
by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a
part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM. 5 INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL") empowers a Delaware corporation to
indemnify any person who was or is a party to or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an
action by or in the right of the corporation) by reason of
the fact that such person is or was a director, officer,
employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.  The indemnity may
include expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit
or proceeding, provided that such person acted in good faith
and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was
unlawful.

     A Delaware corporation may indemnify directors,
officers, employees and other agents of such corporation in
an action by or in the right of the corporation under the
same conditions, except that no indemnification shall be
made if such person is adjudged to be liable to the
corporation.  Where a director or officer of the corporation
is successful on the merits or otherwise in the defense of
any action, suit or proceeding referred to in this Item 6 or
in defense of any claim, issue or matter herein, the
corporation must indemnify such person against the expenses
(including attorney's fees) which he or she actually and
reasonably incurred in connection therewith.

     Our By-Laws require us to indemnify each of our
directors and officers to the fullest extent permitted by
law, subject to certain exceptions, in connection with any
actual or threatened action or proceeding arising out of his
or her service to us or to other organizations at our
request.

     As permitted by Section 102(b)(7) of the DGCL, our
Certificate of Incorporation also contains a provision
eliminating the personal liability of a director to Rawlings
Sporting Goods Company, Inc., or our shareholders for
monetary damages for breach of fiduciary duty as a director,
subject to certain exceptions.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8.  EXHIBITS

     The following exhibits are filed as part of this
registration statement or incorporated by reference herein.

EXHIBIT
NUMBER                   DESCRIPTION

4.1       Rawlings Sporting Goods Company, Inc. 1994
          Long-Term Incentive Plan, as amended.

4.2       Amended and Restated Employment Agreement between
          the Registrant and Stephen M. O'Hara, dated as of January 7,
          2000.

4.3       Rawlings Sporting Goods Company, Inc. 2000 Non-
          Employee Directors' Stock Plan.
<PAGE>
4.4       Rights Agreement dated as of July 1, 1994,
          between the Registrant and Boatmen's Trust Company
          as Rights Agent, included as Exhibit 4.1 to the
          Registrant's Form 10-Q for the quarter ended June
          30, 1994, is hereby incorporated by reference.

4.5       Amendment of Rights Agreement dated November
          21,1997, between the Registrant, Boatmen's Trust
          Company and ChaseMellon Shareholder Services,
          L.L.C, included as Exhibit 4.2 to the Registrant's
          Form 8-K dated November 21, 1997 is hereby
          incorporated herein by reference.

4.6       Second Amendment to Rights Agreement dated as
          of April 19, 1999, by and between the Registrant
          and ChaseMellon Shareholder Services, L.L.C. as
          Rights Agent, included as Exhibit 4.1 to the
          Registrant's Form 8-K filed on April 30, 1999, is
          hereby incorporated by reference.

5.1       Opinion of Stinson, Mag & Fizzell, a
          professional corporation.

23.1      Consent of Arthur Andersen LLP.

23.2      Consent of Stinson, Mag & Fizzell, a professional
          corporation (included in Exhibit 5.1).

24        Power of Attorney (included on the signature page
          of this registration statement).

ITEM 9.  UNDERTAKINGS

     A.   The undersigned Registrant hereby undertakes:

          (1)  to file, during any period in which offers or
     sales are being made, a post-effective amendment to
     this registration statement:

                 (i)  to include any prospectus required by
               Section 10(a)(3) of the Securities Act of
               1933;

                (ii)  to reflect in the prospectus any
               facts or events arising after the effective
               date of this registration statement (or the
               most recent post-effective amendment hereof)
               which, individually or in the aggregate,
               represent a fundamental change in the
               information set forth in this registration
               statement.  Notwithstanding the foregoing,
               any increase or decrease in the volume of
               securities offered (if the total dollar value
               of securities offered would not exceed that
               which was registered) and any deviation from
               the low or high end of the estimated maximum
               offering range may be reflected in the form
               of prospectus filed with the Commission
               pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no
               more than a 20 percent change in the maximum
               aggregate offering price set forth in the
               "Calculation of Registration Fee" table in
               the effective registration statement;

               (iii)  to include any material information
               with respect to the plan of distribution not
               previously disclosed in this registration
               statement or any material change to such
               information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;
<PAGE>
          (2)  that, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and

          (3)  to remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.

     B.   The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     C.   Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
<PAGE>
                         SIGNATURES

     The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of
Fenton, State of Missouri, on June 26, 2000.

                           RAWLINGS SPORTING GOODS COMPANY, INC.



                           By:/s/ Stephen M. O'Hara
                              Stephen M. O'Hara
                              Chairman and Chief Executive Officer


                      POWER OF ATTORNEY

     We, the undersigned officers and directors of Rawlings
Sporting Goods Company,  Inc., hereby severally and
individually constitute and appoint Stephen M. O'Hara and
Michael L. Luetkemeyer and each of them, the true and lawful
attorneys and agents of each of us to execute in the name,
place and stead of each of us (individually and in any
capacity stated below) any and all amendments to this
Registration Statement on Form S-8 and all instruments
necessary or advisable in connection therewith and to file
the same with the Securities and Exchange Commission, each
of said attorneys and agents to have the power to act with
or without the other and to have full power and authority to
do and perform in the name and on behalf of each of the
undersigned every act whatsoever necessary or advisable to
be done in the premises as fully and to all intents and
purposes as any of the undersigned might or could do in
person, and we hereby ratify and confirm our signatures as
they may be signed by our said attorneys and agents and each
of them to any and all such amendments and instruments.

     Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the dates
indicated.

      NAME                    TITLE                DATE

/s/ Stephen M. O'Hara         Chairman,            June 26, 2000
Stephen M. O'Hara             President, Chief
                              Executive Officer
                              and Director
                              (Principal
                              Executive Officer)

/s/ Michael L. Luetkemeyer    Chief Financial      June 26, 2000
Michael L. Luetkemeyer        Officer (Principal
                              Financial and
                              Accounting Officer)

/s/ Andrew N. Baur            Director             June 26, 2000
Andrew N. Baur

/s/ Linda L. Griggs           Director             June 26, 2000
Linda L. Griggs
<PAGE>
/s/ W. James Host             Director             June 26, 2000
W. James Host

/s/ Michael McDonnell         Director             June 26, 2000
Michael McDonnell

/s/ Robert S. Prather, Jr.    Director             June 26, 2000
Robert S. Prather, Jr.

/s/ William C. Robinson       Director             June 26, 2000
William C. Robinson
<PAGE>

                          FORM S-8
            RAWLINGS SPORTING GOODS COMPANY, INC.


                        EXHIBIT INDEX

EXHIBIT
NUMBER                   DESCRIPTION                        PAGE

4.1       Rawlings Sporting Goods Company, Inc.
          1994 Long-Term Incentive Plan, as
          amended.

4.2       Amended and Restated Employment Agreement
          between the Registrant and Stephen M. O'Hara,
          dated as of January 7, 2000.

4.3       Rawlings Sporting Goods Company, Inc. 2000
          Non-Employee Directors' Stock Plan.

4.4       Rights Agreement dated as of July 1,
          1994, between the Registrant and
          Boatmen's Trust Company as Rights Agent,
          included as Exhibit 4.1 to the
          Registrant's Form 10-Q for the quarter
          ended June 30, 1994, is hereby
          incorporated by reference.

4.5       Amendment of Rights Agreement dated
          November 21,1997, between the
          Registrant, Boatmen's Trust Company and
          ChaseMellon Shareholder Services, L.L.C,
          included as Exhibit 4.2 to the
          Registrant's Form 8-K dated November 21,
          1997 is hereby incorporated herein by
          reference.

4.6       Second Amendment to Rights Agreement
          dated as of April 19, 1999, by and
          between the Registrant and ChaseMellon
          Shareholder Services, L.L.C. as Rights
          Agent, included as Exhibit 4.1 to the
          Registrant's Form 8-K filed on April 30,
          1999, is hereby incorporated by
          reference.

5.1       Opinion of Stinson, Mag & Fizzell, a
          professional corporation.

23.1      Consent of Arthur Andersen LLP.

23.2      Consent of Stinson, Mag & Fizzell, a
          professional corporation (included in
          Exhibit 5.1).

24        Power of Attorney (included on the signature
          page of this registration statement)
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>1994 LONG-TERM INCENTIVE PLAN
<TEXT>

              RAWLINGS SPORTING GOODS COMPANY, INC.
                  1994 LONG-TERM INCENTIVE PLAN

     1.   PURPOSE.  The purpose of this 1994 Long-Term Incentive
Plan (the "Plan") of Rawlings Sporting Goods Company, Inc., a
Delaware corporation (the "Company"), is to advance the interests
of the Company and its stockholders by providing a means to
attract, retain, and reward executive and key employees of the
Company and its subsidiaries and to enable such employees to
acquire or increase a proprietary interest in the Company,
thereby promoting a closer identity of interests between such
employees and the Company's stockholders.

     2.   DEFINITIONS.  The definitions of awards under the Plan,
including Options, SARs (including Limited SARs), Restricted
Stock, Deferred Stock, Stock granted as a bonus or in lieu of
other awards, Dividend Equivalents, and Other Stock-Based Awards,
are set forth in Section 6 of the Plan.  Such awards, together
with any other right or interest granted to a Participant under
the Plan, are termed "Awards."  The definitions of terms relating
to a Change in Control of the Company are set forth in Section 8
of the Plan.  For purposes of the Plan, the following additional
terms shall be defined as set forth below:

          (a)  "Award Agreement" means any written agreement,
     contract, or other instrument or document evidencing an
     Award.

          (b)  "Beneficiary" shall mean the person, persons,
     trust, or trusts which have been designated by a Participant
     in his or her most recent written beneficiary designation
     filed with the Committee to receive the benefits specified
     under this Plan upon such Participant's death or, if there
     is no designated Beneficiary or surviving designated
     Beneficiary, then the person, persons, trust, or trusts
     entitled by will or the laws of descent and distribution to
     receive such benefits.

          (c)  "Board" means the Board of Directors of the
     Company.

          (d)  "Code" means the Internal Revenue Code of 1986, as
     amended from time to time.  References to any provision of
     the Code shall be deemed to include regulations thereunder
     and successor provisions and regulations thereto.

          (e)  "Committee" means the Stock Option Committee of
     the Board, or such other Board committee as may be
     designated by the Board to administer the Plan; provided,
     however, that the Committee shall at all times after the
     Company has a class of equity securities registered under
     Section 12 of the Exchange Act consist of two or more
     directors, each of whom is a "disinterested person" within
     the meaning of Rule 16b-3 under the Exchange Act.

          (f)  "Exchange Act" means the Securities Exchange Act
     of 1934, as amended from time to time.  References to any
     provision of the Exchange Act shall be deemed to include
     rules thereunder and successor provisions and rules thereto.

          (g)  "Fair Market Value" means, with respect to Stock,
     Awards, or other property, the fair market value of such
     Stock, Awards, or other property determined by such methods
     or procedures as shall be established from time to time by
     the Committee.<PAGE>  Unless otherwise determined by the
     Committee, the Fair Market Value of Stock as of any given
     date shall mean the closing price of the Stock on the
     nearest day preceding the date on which such value is to be
     determined on which there was a trade, as reported for such
     day in the table entitled "NASDAQ National Market Issues"
     contained in THE WALL STREET JOURNAL or an equivalent
     successor table.

          (h)  "ISO" means any Option intended to be and
     designated as an incentive stock option within the meaning
     of Section 422 of the Code.

          (i)  "Participant" means a person who, as an executive
     or key employee of the Company or a subsidiary has been
     granted an Award under the Plan.

          (j)  "Rule 16b-3" means Rule 16b-3, as from time to
     time in effect and applicable to the Plan and Participants,
     promulgated by the Securities and Exchange Commission under
     Section 16 of the Exchange Act.

          (k)  "Stock" means the Common Stock, $.01 par value, of
     the Company and such other securities as may be substituted
     for Stock or such other securities pursuant to Section 4.

     3.   ADMINISTRATION.

     (a)  AUTHORITY OF THE COMMITTEE.  The Plan shall be
administered by the Committee.  The Committee shall have full and
final authority to take the following actions, in each case
subject to and consistent with the provisions of the Plan:

          (i)  to select Participants to whom Awards may be
     granted;

          (ii)  to determine the type or types of Awards to be
     granted to each Participant;

          (iii)  to determine the number of Awards to be
     granted, the number of shares of Stock to which an Award
     will relate, the terms and conditions of any Award granted
     under the Plan (including, but not limited to, any exercise
     price, grant price, or purchase price, any restriction or
     condition, any schedule for lapse of restrictions or
     conditions relating to transferability or forfeiture,
     exercisability, or settlement of an Award, and waivers or
     accelerations thereof, and waivers of or modifications to
     performance conditions relating to an Award, based in each
     case on such considerations as the Committee shall
     determine), and all other matters to be determined in
     connection with an Award;

          (iv) to determine whether, to what extent, and under
     what circumstances an Award may be settled, or the exercise
     price of an Award may be paid, in cash, Stock, other Awards,
     or other property, or an Award may be cancelled, forfeited,
     or surrendered;

          (v)  to determine whether, to what extent, and under
     what circumstances cash, Stock, other Awards, or other
     property payable with respect to an Award will be deferred
     either automatically, at the election of the Committee, or
     at the election of the Participant;
<PAGE>

          (vi) to prescribe the form of each Award Agreement,
     which need not be identical for each Participant;

          (vii)  to adopt, amend, suspend, waive, and rescind
     such rules and regulations and appoint such agents as the
     Committee may deem necessary or advisable to administer the
     Plan;

          (viii)  to correct any defect or supply any omission
     or reconcile any inconsistency in the Plan and to construe
     and interpret the Plan and any Award, rules and regulations,
     Award Agreement, or other instrument hereunder; and

          (ix) to make all other decisions and determinations as
     may be required under the terms of the Plan or as the
     Committee may deem necessary or advisable for the
     administration of the Plan.

     (b)  MANNER OF EXERCISE OF COMMITTEE AUTHORITY.  Unless
authority is specifically reserved to the Board under the terms
of the Plan, the Company's Certificate of Incorporation or
Bylaws, or applicable law, the Committee shall have sole
discretion in exercising authority under the Plan.  Any action of
the Committee with respect to the Plan shall be final,
conclusive, and binding on all persons, including the Company,
subsidiaries of the Company, Participants, any person claiming
any rights under the Plan from or through any Participant, and
stockholders.  The express grant of any specific power to the
Committee, and the taking of any action by the Committee, shall
not be construed as limiting any power or authority of the
Committee.  A memorandum signed by all members of the Committee
shall constitute the act of the Committee without the necessity,
in such event, to hold a meeting.  The Committee may delegate to
officers or managers of the Company or any subsidiary of the
Company the authority, subject to such terms as the Committee
shall determine, to perform administrative functions and, with
respect to Participants not subject to Section 16 of the Exchange
Act, to perform such other functions as the Committee may
determine, to the extent permitted under Rule 16b-3 and
applicable law.

     (c)  LIMITATION OF LIABILITY.  Each member of the Committee
shall be entitled to, in good faith, rely or act upon any report
or other information furnished to him by any officer or other
employee of the Company or any subsidiary, the Company's
independent certified public accountants, or any executive
compensation consultant, legal counsel, or other professional
retained by the Company to assist in the administration of the
Plan.  No member of the Committee, nor any officer or employee of
the Company acting on behalf of the Committee, shall be
personally liable for any action, determination, or
interpretation taken or made in good faith with respect to the
Plan, and all members of the Committee and any officer or
employee of the Company acting on their behalf shall, to the
extent permitted by law, be fully indemnified and protected by
the Company with respect to any such action, determination, or
interpretation.

     4.   STOCK SUBJECT TO PLAN.

     (a)  AMOUNT OF STOCK RESERVED.  Subject to adjustment as
hereinafter provided, the total number of shares of Stock
reserved for delivery to Participants in connection with Awards
under the Plan shall be 1,125,000.  No Award may be granted if
the number of shares to which such Award relates, when added to
the number of shares previously delivered under the Plan
and<PAGE> the number of shares to which other then-outstanding
Awards relate, exceeds the number of shares then reserved under
this Section 4.  If any shares subject to an Award are forfeited
or such Award is settled in cash or otherwise terminates without
delivery of shares to the Participant, such shares shall again be
available for Awards under the Plan.  Any shares of Stock
delivered pursuant to an Award may consist, in whole or in part,
of authorized and unissued shares or treasury shares.

     (b)  ANNUAL PER-PARTICIPANT LIMITATIONS.  During any
calendar year, no Participant may be granted under the Plan
Options and other Awards that may be settled by delivery of more
than 250,000 shares of Stock.  In addition, with respect to
Awards that may be settled in cash, no Participant may be paid
during any calendar year cash amounts relating to such Awards
that exceed the greater of the Fair Market Value of the number of
shares of Stock set forth in the preceding sentence at the date
of grant or the date of settlement of awards that may be settled
solely by delivery of Stock will not operate to reduce the amount
of cash-only Awards, and vice versa; nevertheless, Awards that
may be settled in Stock or cash must not exceed either
limitation.

     (c)  ADJUSTMENTS.  In the event that the Committee shall
determine that any dividend or other distribution (whether in the
form of cash, Stock, or other property), recapitalization,
forward or reverse split, reorganization, merger, consolidation,
spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Stock such
that an adjustment is appropriate in order to prevent dilution or
enlargement of the rights of Participants under the Plan, then
the Committee shall, in such manner as it may deem equitable,
adjust any or all of (i) the number and kind of shares of Stock
which may thereafter be delivered in connection with Awards,
(ii) the number and kind of shares of Stock that may be delivered
or deliverable in respect of outstanding Awards, (iii) the number
of shares with respect to which Awards may be granted to a given
Participant in the specified period as set forth in Section 4(b),
and (iv) the exercise price, grant price, or purchase price
relating to any Award (or, if deemed appropriate, the Committee
may make provision for a cash payment with respect to any
outstanding Award).  In addition, the Committee is authorized to
make adjustments in the terms and conditions of, and the criteria
included in, Awards in recognition of unusual or non-recurring
events (including, without limitation, events described in the
preceding sentence) affecting the Company or any subsidiary or
the financial statements of the Company or any subsidiary, or in
response to changes in applicable laws, regulations, or
accounting principles.  The foregoing notwithstanding, no
adjustments shall be authorized under this Section 4(c) with
respect to ISOs or SARs in tandem therewith to the extent that
such authority would cause the Plan to violate Section 422(b)(1)
of the Code, and no such adjustment shall be authorized with
respect to Options or other Awards granted in accordance with
Section 7(f) hereof to the extent that such authority would cause
such Options or other Awards to fail to qualify as "performance-
based compensation" under Section 162(m)(4)(C) of the Code and
regulations thereunder (including Proposed Regulation 1.162-
27(e)(2)).

     5.   ELIGIBILITY.  Executive officers and other key
employees of the Company and its subsidiaries, including any
director or officer who is also such an employee, are eligible to
be granted Awards under the Plan.  The foregoing notwithstanding,
directors of the Company who are not employees and members of the
Committee shall not be eligible to be granted Awards under the
Plan.
<PAGE>

     6.   SPECIFIC TERMS OF AWARDS.

     (a)  GENERAL.  Awards may be granted on the terms and
conditions set forth in this Section 6.  In addition, the
Committee may impose on any Awards or the exercise thereof, at
the date of grant or thereafter (subject to Section 9(e)), such
additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall determine,
including terms requiring forfeiture of Awards in the event of
termination of employment by the Participant.  Except as provided
in Sections 6(f), 6(h) or 7(a), or to the extent required to
comply with requirements of the Delaware General Corporation Law
that lawful consideration be paid for Stock, only services may be
required as consideration for the grant (but not the exercise) of
any Award.

     (b)  OPTIONS.  The Committee is authorized to grant Options
to Participants (including "reload" options automatically granted
to offset specified exercises of options) on the following terms
and conditions:

          (i)  EXERCISE PRICE.  The exercise price per share of
     Stock purchasable under an Option shall be determined by the
     Committee; provided, however, that, except as provided in
     Section 7(a), such exercise price shall be not less than the
     Fair Market Value of a share on the date of grant of such
     Option.

          (ii) TIME AND METHOD OF EXERCISE.  The Committee shall
     determine the time or times at which an Option may be
     exercised in whole or in part, the methods by which such
     exercise price may be paid or deemed to be paid, the form of
     such payment, including, without imitation, cash, Stock,
     other Awards or awards granted under other Company plans, or
     other property (including notes or other contractual
     obligations of Participants to make payment on a deferred
     basis, such as through "cashless exercise" arrangements, to
     the extent permitted by applicable law), and the methods by
     which Stock will be delivered or deemed to be delivered to
     Participants.

          (iii)     ISOs.  The terms of any ISO granted under the
     Plan shall comply in all respects with the provisions of
     Section 422 of the Code, including but not limited to the
     requirement that no ISO shall be granted more than ten years
     after the effective date of the Plan.  Anything in the Plan
     to the contrary notwithstanding, no term of the Plan
     relating to ISOs shall be interpreted, amended, or altered,
     nor shall any discretion or authority granted under the Plan
     be exercised, so as to disqualify either the Plan or any ISO
     under Section 422 of the Code.

     (c)  STOCK APPRECIATION RIGHTS.  The Committee is authorized
to grant SARs to Participants on the following terms and
conditions:

          (i)  RIGHT TO PAYMENT.  An SAR shall confer on the
     Participant to whom it is granted a right to receive, upon
     exercise thereof, the excess of (A) the Fair Market Value of
     one share of Stock on the date of exercise (or, if the
     Committee shall so determine in the case of any such right
     other than one related to an ISO, the Fair Market Value of
     one share at any time during a specified period before or
     after the date of exercise), over (B) the grant price of the
     SAR as determined by the Committee as of the date of grant
     of<PAGE> the SAR, which, except as provided in Section 7(a),
     shall be not less than the Fair market Value of one share of
     Stock on the date of grant.

          (ii) OTHER TERMS.  The Committee shall determine the
     time or times at which an SAR may be exercised in whole or
     in part, the method of exercise, method of settlement, form
     of consideration payable in settlement, method by which
     Stock will be delivered or deemed to be delivered to
     Participants, whether or not an SAR shall be in tandem with
     any other Award, and any other terms and conditions of any
     SAR.  Limited SARs that may only be exercised upon the
     occurrence of a Change in Control (as such term is defined
     in Section 8(b) or as otherwise defined by the Committee)
     may be granted on such terms, not inconsistent with this
     Section 6(c), as the Committee may determine.  Limited SARs
     may be either freestanding or in tandem with other Awards.

     (d)  RESTRICTED STOCK.  The Committee is authorized to grant
Restricted Stock to Participants on the following terms and
conditions:

          (i)  GRANT AND RESTRICTIONS.  Restricted Stock shall be
     subject to such restrictions on transferability and other
     restrictions, if any, as the Committee may impose, which
     restrictions may lapse separately or in combination at such
     times, under such circumstances, in such installments, or
     otherwise, as the Committee may determine.  Except to the
     extent restricted under the terms of the Plan and any Award
     Agreement relating to the Restricted Stock, a Participant
     granted Restricted Stock shall have all of the rights of a
     stockholder including, without limitation, the right to vote
     Restricted Stock or the right to receive dividends thereon.

          (ii) FORFEITURE.  Except as otherwise determined by the
     Committee, upon termination of employment during the
     applicable restriction period, Restricted Stock that is at
     that time subject to restrictions shall be forfeited and
     reacquired by the Company; provided, however, that the
     Committee may provide, by rule or regulation or in any Award
     Agreement, or may determine in any individual case, that
     restrictions or forfeiture conditions relating to Restricted
     Stock will be waived in whole or in part in the event of
     terminations resulting from specified causes.

          (iii)     CERTIFICATES FOR STOCK.  Restricted Stock
     granted under the Plan may be evidenced in such manner as
     the Committee shall determine.  If certificates representing
     Restricted Stock are registered in the name of the
     Participant, such certificates shall bear an appropriate
     legend referring to the terms, conditions, and restrictions
     applicable to such Restricted Stock, the Company shall
     retain physical possession of the certificate, and the
     Participant shall have delivered a stock power to the
     Company, endorsed in blank, relating to the Restricted
     Stock.

          (iv) DIVIDENDS.  Dividends paid on Restricted Stock
     shall be either paid at the dividend payment date in cash or
     in shares of unrestricted Stock having a Fair Market Value
     equal to the amount of such dividends, or the payment of
     such dividends shall be deferred and/or the amount or value
     thereof automatically reinvested in additional Restricted
     Stock, other Awards, or other investment vehicles, as the
     Committee shall determine or permit the Participant to
     elect.  Stock distributed in connection with a Stock<PAGE>
     split or Stock dividend, shall be subject to restrictions
     and a risk of forfeiture to the same extent as the
     Restricted Stock with respect to which such Stock or other
     property has been distributed.

     (e)  DEFERRED STOCK.  The Committee is authorized to grant
Deferred Stock to Participants, subject to the following terms
and conditions:

          (i)  AWARD AND RESTRICTIONS.  Delivery of Stock will
     occur upon expiration of the deferral period specified for
     an Award of Deferred Stock by the Committee (or, if
     permitted by the Committee, as elected by the Participant).
     In addition, Deferred Stock shall be subject to such
     restrictions as the Committee may impose, if any, which
     restrictions may lapse at the expiration of the deferral
     period or at earlier specified times, separately or in
     combination, in installments, or otherwise, as the Committee
     may determine.

          (ii) FORFEITURE.  Except as otherwise determined by the
     Committee, upon termination of employment (as determined
     under criteria established by the Committee) during the
     applicable deferral period or portion thereof to which
     forfeiture conditions apply (as provided in the Award
     Agreement evidencing the Deferred Stock), all Deferred Stock
     that is at that time subject to deferral (other than a
     deferral at the election of the Participant) shall be
     forfeited; provided, however, that the Committee may
     provide, by rule or regulation or in any Award Agreement, or
     may determine in any individual case, that restrictions or
     forfeiture conditions relating to Deferred Stock will be
     waived in whole or in part in the event of terminations
     resulting from specified causes, and the Committee may in
     other cases waive in whole or in part the forfeiture of
     Deferred Stock.

     (f)  BONUS STOCK AND AWARDS IN LIEU OF CASH OBLIGATIONS.
The Committee is authorized to grant Stock as a bonus, or to
grant Stock or other Awards in lieu of Company obligations to pay
cash under other plans or compensatory arrangements, provided
that, in the case of Participants subject to Section 16 of the
Exchange Act, such cash amounts are determined under such other
plans in a manner that complies with applicable requirements of
Rule 16b-3 so that the acquisition of Stock or Awards hereunder
shall be exempt from Section 16(b) liability.  Stock or Awards
granted hereunder shall be subject to such other terms as shall
be determined by the Committee.

     (g)  DIVIDEND EQUIVALENTS.  The Committee is authorized to
grant Dividend Equivalents to a Participant, entitling the
Participant to receive cash, Stock, other Awards, or other
property equal in value to dividends paid with respect to a
specified number of shares of Stock, or other periodic payments.
Dividend Equivalents may be awarded on a free-standing basis or
in connection with another Award.  The Committee may provide that
Dividend Equivalents shall be paid or distributed when accrued or
shall be deemed to have been reinvested in additional Stock,
Awards, or other investment vehicles as the Committee may
specify.

     (h)  OTHER STOCK-BASED AWARDS.  The Committee is authorized,
subject to limitations under applicable law, to grant to
Participants such other Awards that may be denominated or payable
in, valued in whole or in part by reference to, or otherwise
based on, or related to, Stock, as deemed by the Committee to be
consistent with the purposes of the Plan, including,
without<PAGE> limitation, convertible or exchangeable debt
securities, other rights convertible or exchangeable into Stock,
purchase rights for Stock, Awards with value and payment
contingent upon performance of the Company or any other factors
designated by the Committee, and Awards valued by reference to
the book value of Stock or the value of securities of or the
performance of specified subsidiaries.  The Committee shall
determine the terms and conditions of such Awards.  Stock
delivered pursuant to an Award in the nature of a purchase right
granted under this Section 6(h) shall be purchased for such
consideration, paid for at such times, by such methods, and in
such forms, including, without limitation, cash, Stock, other
Awards, or other property, as the Committee shall determine.
Cash awards, as an element of or supplement to any other Award
under the Plan, shall also be authorized pursuant to this
Section 6(h).

     7.   CERTAIN PROVISIONS APPLICABLE TO AWARDS.

     (a)  STAND-ALONE, ADDITIONAL, TANDEM AND SUBSTITUTE AWARDS.
Awards granted under the Plan may, in the discretion of the
Committee, be granted either alone or in addition to, in tandem
with, or in substitution for, any other Award granted under the
Plan or any award granted under any other plan of the Company,
any subsidiary, or any business entity to be acquired by the
Company or a subsidiary, or any other right of a Participant to
receive payment from the Company or any subsidiary.  Awards
granted in addition to or in tandem with other Awards or awards
may be granted either as of the same time as or a different time
from the grant of such other Awards or awards.  The per share
exercise price of any Option, grant price of any SAR, or purchase
price of any other Award conferring a right to purchase Stock:

          (i)  Granted in substitution for an outstanding Award
     or award shall be not less than the lesser of the Fair
     Market Value of a share of Stock at the date such substitute
     Award is granted or such Fair Market Value at that date
     reduced to reflect the Fair Market Value at that date of the
     Award or award required to be surrendered by the Participant
     as a condition to receipt of the substitute Award; or

          (ii) Retroactively granted in tandem with an
     outstanding Award or award shall be not less than the lesser
     of the Fair Market Value of a share of Stock at the date of
     grant of the later Award or at the date of grant of the
     earlier Award or award.

     (b)  TERM OF AWARDS.  The term of each Award shall be for
such period as may be determined by the Committee; provided,
however, that in no event shall the term of any ISO or an SAR
granted in tandem therewith exceed a period of ten years from the
date of its grant (or such shorter period as may be applicable
under Section 422 of the Code).

     (c)  FORM OF PAYMENT UNDER AWARDS.  Subject to the terms of
the Plan and any applicable Award Agreement, payments to be made
by the Company or a subsidiary upon the grant or exercise of an
Award may be made in such forms as the Committee shall determine,
including, without limitation, cash, Stock, other Awards, or
other property, and may be made in a single payment or transfer,
in installments, or on a deferred basis.  Such payments may
include, without limitation, provisions for the payment or
crediting of reasonable interest on installment or deferred
payments or the grant or crediting of Dividend Equivalents in
respect of installment or deferred payments denominated in Stock.
<PAGE>

     (d)  RULE 16b-3 COMPLIANCE.

          (i)  SIX MONTH HOLDING PERIOD.  Unless a Participant
     could otherwise exercise a derivative security or dispose of
     Stock delivered upon exercise of a derivative security
     granted under the Plan without incurring liability under
     Section 16(b) of the Exchange Act, (i) Stock delivered under
     the Plan other than upon exercise or conversion of a
     derivative security granted under the Plan shall be held for
     at least six months from the date of acquisition, and
     (ii) with respect to a derivative security granted under the
     Plan, at least six months shall elapse from the date of
     acquisition of the derivative security to the date of
     disposition of the derivative security (other than upon
     exercise or conversion) or its underlying equity security.

          (ii) NONTRANSFERABILITY.  Awards which constitute
     derivative securities (including any Option, SAR, Limited
     SAR, or similar right) under the general definition set
     forth in Rule 16a-1(c)(3)(i) under the Exchange Act shall
     not be transferable by a Participant except by will or the
     laws of descent and distribution (or pursuant to a
     Beneficiary designation) and, in the case of any Option or
     SAR, shall be exercisable during the lifetime of a
     Participant only by such Participant or his guardian or
     legal representative.

          (iii)     REFORMATION TO COMPLY WITH EXCHANGE ACT
     RULES.  It is the intent of the Company that this Plan
     comply in all respects with applicable provisions of
     Rule 16b-3 or Rule 16a-1(c)(3) under the Exchange Act in
     connection with any grant of Awards to or other transaction
     by a Participant who is subject to Section 16 of the
     Exchange Act (except for transactions exempted under
     alternative Exchange Act Rules or acknowledged in writing to
     be non-exempt by such Participant).  Accordingly, if any
     provision of this Plan or any Award Agreement relating to an
     Award does not comply with the requirements of Rule 16b-3 or
     Rule 16a-1(c)(3) as then applicable to any such transaction,
     such provision will be construed or deemed amended to the
     extent necessary to conform to the applicable requirements
     of Rule 16b-3 or Rule 16a-1(c)(3) so that such Participant
     shall avoid liability under Section 16(b).  In addition,
     other provisions of the Plan notwithstanding, the exercise
     price of any Award carrying a right to exercise granted to a
     Participant subject to Section 16 of the Exchange Act shall
     be not less than 50% of the Fair Market Value of Stock as of
     the date such Award is granted if such pricing limitation is
     required under Rule 16b-3 at the time of such grant.

     (e)  LOAN PROVISIONS.  With the consent of the Committee,
and subject at all times to, and only to the extent, if any, and
in accordance with, laws and regulations and other binding
obligations or provisions applicable to the Company, the Company
may make, guarantee, or arrange for a loan or loans to a
Participant with respect to the exercise of any Option or other
payment in connection with any Award, including the payment by a
Participant of any or all federal, state, or local income or
other taxes due in connection with any Award.  Subject to such
limitations, the Committee shall have full authority to decide
whether to make a loan or loans hereunder and to determine the
amount, terms, and provisions of any such loan or loans,
including the interest rate to be charged in respect of any such
loan or loans, whether the loan or loans are to be with or
without recourse against the borrower, the terms on which the
loan is to be repaid and conditions, if any, under which the loan
or loans may be forgiven.
<PAGE>

     (f)  PERFORMANCE-BASED AWARDS TO "COVERED EMPLOYEES".  Other
provisions of the Plan notwithstanding, the provisions of this
Section 7(f) shall apply to any Award the exercisability or
settlement of which is subject to the achievement of performance
conditions (other than an Option or SAR granted with an exercise
or base price at least equal to 100% of Fair Market Value of
Stock on the date of grant) if such Award is granted to a person
who, at the time of grant, is a "covered employee" and if
mandatory compliance with this Section 7(f) is necessary in order
for such awards to a covered employee to not be subject to the
limitation on tax deductibility by the Company under
Section 7(f), shall be interpreted in a manner consistent with
Section 162(m) of the Code and regulations thereunder (including
Proposed Regulation 1.162-27).  The performance objectives for an
Award subject to this Section 7(f) shall consist of one or more
business criteria, as specified by the Committee but subject to
this Section 7(f).  Performance objectives shall be objective and
shall otherwise meet the requirements of Section 162(m)(4)(C) of
the Code and regulations thereunder (including Proposed
Regulation 1.162-27(e)(2)).  The following business criteria
shall be used by the Committee in connection with a performance
objective:

          (1)  Annual earnings before payment of taxes and
     interest;

          (2)  Annual earnings per share; and/or

          (3)  Annual return on common equity.

Achievement of performance objectives shall be measured over a
period of one, two, three, or four years, as specified by the
Committee.  No business criteria other than those named above may
be used in establishing the performance objective for an Award to
a covered employee.  For each such Award relating to a covered
employee, the Committee shall establish the targeted level or
levels of performance for each business criteria.  Performance
objectives may differ for Awards under this Section 7(f) to
different covered employees.  The Committee may determine that an
Award under this Section 7(f) shall be payable upon achievement
of any one of the performance objectives or may require that two
or more of the performance objectives must be achieved in order
for an Award to be payable.  The Committee may, in its
discretion, reduce the amount of a payout otherwise to be made in
connection with an Award under this Section 7(f), but may not
exercise discretion to increase such amount, and the Committee
may consider other performance criteria in exercising such
discretion.  All determinations by the Committee as to the
achievement of performance objectives shall be made in writing.
The Committee may not delegate any responsibility under this
Section 7(f).

     8.   CHANGE IN CONTROL PROVISIONS.

     (a)  In the event of a "Change in Control," as defined in
this Section, the following acceleration provisions shall apply:

          (i)  any Award carrying a right to exercise, other than
     an Award subject to Section 7(f), that was not previously
     exercisable and vested shall become fully exercisable and
     vested, subject only to the restrictions set forth in
     Sections 7(d)(i) and 9(a); and
<PAGE>

          (ii) The restrictions, deferral limitations, and
     forfeiture conditions applicable to any other Award granted
     under the Plan, other than an Award subject to Section 7(f),
     shall lapse and such Awards shall be deemed fully vested,
     and any performance conditions imposed with respect to
     Awards, shall be deemed to be fully achieved, subject to the
     restrictions set forth in Sections 7(d)(i) and 9(a).

     (b)  For purposes of the Plan, a "Change in Control" shall
have occurred if:

          (i)  Any "person," as such term is used in
     Sections 13(d) and 14(d) of the Exchange Act (other than the
     Company, a subsidiary, any trustee or other fiduciary
     holding securities under an employee benefit plan of the
     Company or any corporation owned, directly or indirectly, by
     the stockholders of the Company in substantially the same
     proportions as their ownership of stock of the Company), is
     or becomes the "beneficial owner" (as defined in Rule 13d-3
     under the Exchange Act), directly or indirectly, of
     securities of the Company representing 25% or more of the
     combined voting power of the Company's then outstanding
     voting securities;

          (ii) during any period of two consecutive years
     beginning at or after equity securities of the Company first
     become registered under Section 12 of the Exchange Act,
     individuals who at the beginning of such period constitute
     the Board, and any new director (other than a director
     designated by a person who has entered into an agreement
     with the Company to effect a transaction described in clause
     (i), (iii), or (iv) of this Section 8(b)) whose election by
     the Board or nomination for election by the Company's
     stockholders was approved by a vote of at least two-thirds
     (2/3) of the directors then still in office who either were
     directors at the beginning of the period or whose election
     or nomination for election was previously so approved, cease
     for any reason to constitute at least a majority thereof;

          (iii)     the stockholders of the Company approve a
     merger, consolidation, recapitalization, or reorganization
     of the Company, or a reverse stock split of any class of
     voting securities of the Company, or the consummation of any
     such transaction if stockholder approval is not obtained,
     other than any such transaction which would result in at
     least 75% of the total voting power represented by the
     voting securities of the Company or the surviving entity
     outstanding immediately after such transaction being
     beneficially owned by persons who together beneficially
     owned at least 75% of the combined voting power of the
     voting securities of the Company outstanding immediately
     prior to such transaction, with the relative voting power of
     each such continuing holder compared to the voting power of
     each other continuing holder not substantially altered as a
     result of the transaction; provided that, for purposes of
     this paragraph (iii), such continuity of ownership (and
     preservation of relative voting power) shall be deemed to be
     satisfied if the failure to meet such 75% threshold (or to
     substantially preserve such relative voting power) is due
     solely to the acquisition of voting securities by an
     employee benefit plan of the Company or such surviving
     entity or of any subsidiary of the Company or such surviving
     entity; or
<PAGE>

          (iv) the stockholders of the Company approve a plan of
     complete liquidation of the Company or an agreement for the
     sale or disposition by the Company of all or substantially
     all of the Company's assets (or any transaction having a
     similar effect).

     9.   GENERAL PROVISIONS.

     (a)  COMPLIANCE WITH LEGAL AND EXCHANGE REQUIREMENTS.  The
Company shall not be obligated to deliver Stock upon the exercise
or settlement of any Award or take other actions under the Plan
until the Company shall have determined that applicable federal
and state laws, rules, and regulations have been complied with
and such approvals of any regulatory or governmental agency have
been obtained and contractual obligations to which the Award may
be subject have been satisfied.  The Company, in its discretion,
may postpone the issuance or delivery of Stock under any Award
until completion of such stock exchange listing or registration
or qualification of such Stock or other required action under any
federal or state law, rule, or regulation as the Company may
consider appropriate, and may require any Participant to make
such representations and furnish such information as it may
consider appropriate in connection with the issuance or delivery
of Stock under the Plan.

     (b)  NONTRANSFERABILITY.  In addition to the restrictions on
transferability set forth in Section 7(d)(ii) (which apply to all
Participants whether or not they are otherwise subject to
Section 16 under the Exchange Act), Awards and other rights of
Participants under the Plan may not be transferred to third
parties, pledged, mortgaged, hypothecated, or otherwise
encumbered, and shall not be subject to claims of creditors.

     (c)  NO RIGHT TO CONTINUED EMPLOYMENT.  Neither the Plan nor
any action taken hereunder shall be construed as giving any
employee the right to be retained in the employ of the Company or
any of its subsidiaries, nor shall it interfere in any way with
the right of the Company or any of its subsidiaries to terminate
any employee's employment at any time.

     (d)  TAXES.  The Company or any subsidiary is authorized to
withhold from any Award granted or to be settled, any payment
relating to an Award under the Plan, including from a
distribution of Stock, or any payroll or other payment to a
Participant, amounts of withholding and other taxes due or
potentially payable in connection with any transaction involving
an Award, and to take such other action as the Committee may deem
advisable to enable the Company and Participants to satisfy
obligations for the payment of withholding taxes and other tax
obligations relating to any Award.  This authority shall include
authority to withhold or receive Stock or other property and to
make cash payments in respect thereof in satisfaction of a
Participant's tax obligations.

     (e)  CHANGES TO THE PLAN AND AWARDS.  The Board may amend,
alter, suspend, discontinue, or terminate the Plan or the
Committee's authority to grant Awards under the Plan without the
consent of stockholders or Participants, except that any such
action shall be subject to the approval of the Company's
stockholders at or before the next annual meeting of stockholders
for which the record date is after such Board action if such
stockholder approval is required by any federal or state law or
regulation or the rules of any stock exchange or automated
quotation system on which the Stock may then be listed or quoted,
and the Board may otherwise, in its discretion, determine to
submit other such changes to the Plan to stockholders for
approval;<PAGE> provided, however, that, without the consent of
an affected Participant, no such action may materially impair the
rights of such Participant under any Award theretofore granted to
him.  The Committee may waive any conditions or rights under, or
amend, alter, suspend, discontinue, or terminate, any Award
theretofore granted and any Award Agreement relating thereto;
provided, however, that, without the consent of an affected
Participant, no such action may materially impair the rights of
such Participant under such Award.

     (f)  NO RIGHTS TO AWARDS; NO STOCKHOLDER RIGHTS.  No
Participant or employee shall have any claim to be granted any
Award under the Plan, and there is no obligation for uniformity
of treatment of Participants and employees.  No Award shall
confer on any Participant any of the rights of a stockholder of
the Company unless and until Stock is duly issued or transferred
and delivered to the Participant in accordance with the terms of
the Award.

     (g)  UNFUNDED STATUS OF AWARDS; CREATION OF TRUSTS.  The
Plan is intended to constitute an "unfunded" plan for incentive
and deferred compensation.  With respect to any payments not yet
made to a Participant pursuant to an Award, nothing contained in
the Plan or any Award shall give any such Participant any rights
that are greater than those of a general creditor of the Company;
provided, however, that the Committee may authorize the creation
of trusts or make other arrangements to meet the Company's
obligations under the Plan to deliver cash, Stock other Awards,
or other property pursuant to any Award, which trusts or other
arrangements shall be consistent with the "unfunded" status of
the Plan unless the Committee otherwise determines with the
consent of each affected Participant.

     (h)  NONEXCLUSIVITY OF THE PLAN.  Neither the adoption of
the Plan by the Board nor its submission to the stockholders of
the Company for approval shall be construed as creating any
limitations on the power of the Board to adopt such other
incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options otherwise than
under the Plan, and such arrangements may be either applicable
generally or only in specific cases.

     (i)  NO FRACTIONAL SHARES.   No fractional shares of Stock
shall be issued or delivered pursuant to the Plan or any Award.
The Committee shall determine whether cash, other Awards, or
other property shall be issued or paid in lieu of such fractional
shares or whether such fractional shares or any rights thereto
shall be forfeited or otherwise eliminated.

     (j)  COMPLIANCE WITH CODE SECTION 162(m).  It is the intent
of the Company that Options and other Awards subject to the
performance objectives specified under Section 7(f) granted under
the Plan to persons who are "covered employees" within the
meaning of Code Section 162(m) and regulations thereunder
(including Proposed Regulation 1.162-27(c)(2)) shall constitute
"qualified performance-based compensation" within the meaning of
Code Section 162(m) and regulations thereunder (including
Proposed Regulation 1.162-27(e), and subject to the transition
rules under Proposed Regulation 1.162-27(h)(2)) thereunder.
Accordingly, if any provision of the Plan or any Award Agreement
relating to such an Award granted to a "covered employee" does
not comply or is inconsistent with the requirements of Code
Section 162(m) or regulations thereunder, such provision shall be
construed or deemed amended to the extent necessary to conform to
such requirements, and no provision shall be deemed to confer
upon the Committee or any other person discretion to increase the
amount of<PAGE> compensation otherwise payable to a "covered
employee" in connection with any such Award upon attainment of
the performance objectives.

     (k)  GOVERNING LAW.  The validity, construction, and effect
of the Plan, any rules and regulations relating to the Plan, and
any Award Agreement shall be determined in accordance with the
laws of the State of Delaware, without giving effect to
principles of conflicts of laws, and applicable federal law.

     (l)  EFFECTIVE DEAL; PLAN TERMINATION.  The Plan shall
become effective as at such time as the stockholder of the
Company shall have approved the Plan.  The Plan shall terminate
at such time as no Stock remains available for delivery pursuant
to Section 4 and the Company has no further obligations with
respect to any Award granted under the Plan.

     As approved by the Board of Directors of the Company on June
15, 1994.
     As amended by the Board of Directors on October 16, 1997 and
subsequently approved by shareholders on January 15, 1998.
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>AMENDED AND RESTATED EMPLOYMENT AGREEMENT
<TEXT>

            AMENDED AND RESTATED EMPLOYMENT AGREEMENT

          THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the
"Agreement") is entered into as of this 7th day of January, 2000,
by and between Rawlings Sporting Goods Company, Inc., a Delaware
corporation (the "Company"), and Stephen M. O'Hara (the
"Executive").

                            RECITALS

     A.   Rawlings and the Executive are parties to an Employment
Agreement, dated as of November 2, 1998 (the "Employment
Agreement").

     B.   On January 7, 2000, the Board of Directors approved the
amendments to the Employment Agreement set for in this Agreement.

          NOW, THEREFORE, in consideration of the premises and of
the mutual covenants and agreements set forth herein, the parties
hereto agree that the Employment Agreement is hereby amended and
restated in its entirety as follows:

          1.   EMPLOYMENT.  The Company agrees to employ the Executive and
the Executive agrees to be employed by the Company as its
Chairman and Chief Executive Officer upon the terms and
conditions of this Agreement commencing as of the date first
above written and continuing until terminated in accordance with
Section 11 hereof.

          2.   EXECUTIVE'S COMPENSATION.

               (a)  BASE SALARY.  For all services rendered by the
     Executive to the Company, the Company shall pay the Executive a
     salary of $275,000 per year for the Company's fiscal year
     ended August 31, 1999.  Thereafter, the Executive's
     salary shall be reviewed by the Board of Directors
     each September during the term of this Agreement and
     shall be adjusted as determined by the Board of
     Directors of the Company (as adjusted from time to time, the
     "Base Salary").  Salary payments shall be subject to withholding
     and other applicable taxes and shall be payable in accordance
     with the Company's normal payroll practices.

               (b)  BONUS.  Beginning with the fiscal year ended August 31,
     1999, the Executive shall be eligible to receive an annual bonus
     of up to 75% of the Executive's Base Salary (the "Bonus").  In
     determining Executive's right to receive the Bonus, the Company
     shall rely equally on objective and subjective factors.  The
     objective standards which must be achieved shall be determined
     annually at the end of the first month of the fiscal year by the
     Company and the Executive and shall include, among other things,
     the Company's return on investment, return on working capital,
     revenue growth, net income growth and other factors mutually
     agreeable to Executive and the Company.  Executive and the
     Company shall use commercially reasonable efforts to agree to
     such factors by the end of the first month of the fiscal year of
     each year, and a list of such factors shall be attached hereto
     and incorporated herein as Exhibit A.  The subjective
     determination of Executive's right to receive the Bonus shall be
     made by the Board of Directors of the Company, taking into
     account factors such as the Executive's leadership of the
     Company,<PAGE> development of the management of the Company,
     development and execution of a strategic plan for the Company,
     management of customers and vendors, stockholder relations and
     management of the Company's relationships with professional
     organizations such as Major League Baseball and the National
     Collegiate Athletic Association.  On or before December 31 of
     each year, the Company shall pay to Executive the amount of any
     Bonus due hereunder with respect to the previous fiscal year.
     All bonus payments shall be subject to withholding and all other
     applicable taxes.

               Except as otherwise expressly provided
     herein, if Executive voluntarily terminates employment
     with the Company, or is terminated by the Company for
     Cause (under Section 11), the Executive shall receive
     no Bonus for the year in which he leaves the Company.
     If the Executive is terminated by the Company because
     of what the Company in its sole discretion deems to be
     unsatisfactory performance, the Executive shall receive
     the pro rata portion of the average Bonus paid to the
     Executive during the past two years.

               (c)  REIMBURSEMENT OF EXPENSES.  The Company
     shall reimburse the Executive for all ordinary and
     necessary expenses incurred and paid by the Executive
     in the course of the performance of the Executive's
     duties pursuant to this Agreement and consistent with
     the Company's policies in effect from time to time with respect
     to travel, entertainment and other business expenses, and subject
     to the Company's requirements with respect to the manner of
     reporting such expenses.

          3.   BENEFITS.

               (a)  AUTOMOBILE.  The Company shall provide to the Executive
     every three years during the term hereof a Company owned or
     leased automobile produced by an American manufacturer of year,
     make and model selected by the Executive, and the Company shall
     pay the expenses related to the use and upkeep thereof and
     insurance relating thereto.  Initially, the Company shall provide
     the Executive with a Lincoln Navigator.

               (b)  LIFE INSURANCE.  Following a medical examination by an
     independent physician and upon determination that no medical
     condition exists which would make the cost of such policy
     commercially unreasonable, the Executive shall obtain a split
     dollar policy insuring the life of the Executive, which shall
     have death benefits of not less than $2,000,000 (the "Policy").
     The Executive or a trust of which he is the settlor, shall be the
     owner of the Policy, which shall be collaterally assigned to the
     Company.  The Company will pay all premium payments due under the
     Policy until the earlier to occur of (i) the death of the
     Executive, (ii) the Disability of the Executive (as hereinafter
     defined), and (iii) the date on which the Executive's service
     with the Company is terminated whether under Section 11 or
     following a Change in Control.  The portion of the premiums in
     excess of the normal term rate on a $2,000,000 policy (the
     "Excess Split Dollar Premiums") will be considered
     (i) compensation to Executive during the first two years of this
     Agreement, and (ii) thereafter a loan to the Executive secured by
     the Policy.  The premiums for the normal term rate will be
     treated as ordinary compensation to the Executive.  In the event
     of the death of the Executive during the term of this
     Agreement,<PAGE> the face amount of the Policy less the Excess
     Split Dollar Premiums paid by the Company on the Policy shall be
     paid to the spouse of the Executive or other beneficiary
     designated by the Executive.  The Excess Split Dollar Premiums
     will be repaid to the Company. At no time will Excess Split
     Dollar Premium payments made by the Company exceed the cash
     surrender value of the Policy.   The Company shall release its
     collateral position on the Policy to the Executive when its
     obligations to make premium payments hereunder have ceased.  The
     Executive shall thereafter be responsible for all premium
     payments, and the Executive shall reimburse the Company for all
     Excess Split Dollar Premium payments previously made by the
     Company.  Reimbursement to the Company may be made in cash or by
     execution and delivery of a promissory note providing for
     payments over three months.

               (c)  CLUB MEMBERSHIP.  The Company will pay the initiation
     fee and membership dues on behalf of the Executive for one private
     city club during the term of this Agreement.

               (d)  ADDITIONAL BENEFITS.  The Executive shall receive
     additional benefits such as insurance and hospitalization consistent
     with those provided to other Executives in similar industries having
     responsibility commensurate to that of the Executive, and such
     additional benefits as may be from time to time agreed upon in
     writing between the Executive and the Company.  The Executive
     shall receive four weeks of vacation annually.

          4.   STOCK OPTIONS.

               (a)  The Company hereby grants to Executive as of November 2,
     1998 (the original date upon which the Executive's employment
     commenced) a nonqualified stock option (the "Option") to purchase
     250,000 shares of the Company's common stock, par value $.01 per
     share (the "Shares"), which Option shall become exercisable so
     long as Executive is an employee of the Company as follows:  the
     Executive may purchase up to 20% of the total number of Shares at
     any time after the date hereof and an additional 20% of the total
     number of Shares on each of the dates set forth below; provided,
     however, that the Option shall become fully exercisable under
     Section 8(b) hereof.  The exercise price for the Shares under the
     Option shall be as set forth below.

          STOCK OPTION VESTING DATE          EXERCISE PRICE
               November 2, 1998                   $10.00
               November 2, 1999                   $11.00
               November 2, 2000                   $12.00
               November 2, 2001                   $13.00
               November 2, 2002                   $14.00

     The Option shall expire at 11:59 p.m. Fenton, Missouri
     Time on November 1, 2003.  The number of Shares with
     respect to which the Option may be exercised shall be
     cumulative so that if, in any of the aforementioned
     periods, the full number of Shares shall not have been
     purchased, any such unpurchased Shares shall continue
     to be included in the number of Shares with respect to
     which the<PAGE> Option shall then be exercisable along
     with any other Shares as to which the Option may become
     exercisable.  The Option shall be exercisable following
     the termination of the Executive's employment with the
     Company for other than Cause as defined in Section 11
     hereof, for a period of three (3) months from the date
     of such termination, to the extent the Option was
     exercisable as of the date of such termination. The
     Option shall be exercisable following the termination
     of the Executive's employment with the Company for
     Cause as defined in Section 11 hereof, for a period of
     forty-eight (48) hours from the date of such
     termination, to the extent the Option was exercisable
     as of the date of such termination.

               (b)  Additionally, in the event the Executive purchases
     common stock of the Company other than pursuant to the Option, the
     Company grants to the Executive an option to purchase two
     additional shares of common stock at an exercise price equal to
     the price paid by the Executive for each of the first 20,000
     shares of common stock of the Company purchased by Executive in
     such fiscal year (September 1-August 31), provided however, for
     fiscal year 2000 the options described in this section (b) shall
     apply to the first 33,075 shares of common stock of the Company
     purchased by the Executive.  Each such option shall expire at
     11:59 p.m. Fenton, Missouri time on the day immediately preceding
     the fifth anniversary of the date of grant of such option.

               (c)  The options described in (a) and (b) above are not
     transferable to any third party by the Executive except to a
     revocable living trust established by the Executive of which the
     Executive is a trustee and the primary beneficiary.  The options
     may be exercised only to purchase whole shares. No fractional
     shares will be issued upon exercise of the options.  The options
     shall be exercised and payment made to the Company in accordance
     with procedures provided by the Compensation Committee of the
     Company.

               (d)  The Company and the Executive acknowledge that the
     shares subject to the options in (a) and (b) above have not been
     registered under the Securities Act of 1933, as amended, or any
     state securities law.  The Company will use its best efforts and
     take such actions as it deems necessary to file a registration
     statement on Form S-8 with the Securities and Exchange Commission
     and submit all listing applications to the NASDAQ National Market
     System with respect to such Shares.

          5.   DUTIES.  The Executive agrees that so long as he is employed
under this Agreement he will (i) devote his best efforts and his
entire business time to further properly the interests of the
Company; provided, however, that the Executive shall be permitted
to serve on two (2) boards of directors selected by Executive and
such other boards as the Compensation Committee of the Company
shall approve, (ii) at all times be subject to the Company's
direction and control with respect to his activities on behalf of
the Company, (iii) comply with all rules, orders and regulations
of the Company, (iv) truthfully and accurately maintain and
preserve such records and make all reports as the Company may
require, and (v) fully account for all monies and other property
of the Company of which he may from time to time have custody and
deliver the same to the Company whenever and however directed to
do so.
<PAGE>
          6.   COVENANT NOT TO DISCLOSE CONFIDENTIAL INFORMATION. The
Executive acknowledges that during the course of his employment
with the Company he has or will have access to and knowledge of
certain information and data which the Company considers
confidential and that the release of such information or data to
unauthorized persons would be extremely detrimental to the
Company.  As a consequence, the Executive hereby agrees and
acknowledges that he owes a duty to the Company not to disclose,
and agrees that, during or after the term of his employment,
without the prior written consent of the Company he will not
communicate, publish or disclose, to any person anywhere or use
any Confidential Information (as hereinafter defined) for any
purpose other than carrying out his duties as Chairman and Chief
Executive Officer of the Company.  The Executive will return to
the Company all Confidential Information in the Executive's
possession or under the Executive's control whenever the Company
shall so request, and in any event will promptly return all such
Confidential Information if the Executive's relationship with the
Company is terminated for any or no reason and will not retain
any copies thereof.  For purposes hereof the term "Confidential
Information" shall mean any information or data used by or
belonging or relating to the Company that is not known generally
to the industry in which the Company is or may be engaged,
including without limitation, any and all trade secrets,
proprietary data and information relating to the Company's past,
present or future business and products, price lists, customer
lists, processes, procedures or standards, know-how, manuals,
business strategies, records, drawings, specifications, designs,
financial information, whether or not reduced to writing, or
information or data which the Company advises the Executive
should be treated as Confidential Information.

          7.   COVENANT NOT TO COMPETE.  The Executive acknowledges that
during his employment with the Company he, at the expense of the
Company, will be specially trained in the business of the
Company, will establish favorable relations with the customers,
clients and accounts of the Company and will have access to
Inventions, trade secrets and Confidential Information of the
Company.  Therefore, in consideration of such training and
relations and to further protect the Inventions, trade secrets
and Confidential Information of the Company, the Executive agrees
that during the term of his employment by the Company and for a
period of three (3) years from and after the voluntary or
involuntary termination of such employment for any or no reason,
he will not, directly or indirectly, without the express written
consent of the Company except when and as requested to do in and
about the performing of his duties under this Agreement:

               (a)  own or have any interest in or act as an officer,
     director, partner, principal, employee, agent, representative,
     consultant or independent contractor of, or in any way assist in, any
     business located in or doing business in the United States or in
     any other county, territory or possession in which the Company
     has engaged in business during the Executive's employ which is
     engaged in competition in any manner with any business of the
     Company at any time during the time of the Executive's employment
     hereunder;

               (b)  divert or attempt to divert clients, customers
     (whether or not such persons have done business with the Company
     once or more than once), accounts of the Company, or prospective
     clients, customers or accounts which the Company has contacted
     within the 2 years immediately preceding Executive's termination; or
<PAGE>
               (c)  entice or induce or in any manner influence
     any person who is or shall be in the employ or service of the
     Company to leave such employ or service for the purpose of
     engaging in a business which may be in competition with the Company.

Notwithstanding anything herein to the contrary, Executive may
own up to 1% of the outstanding equity securities of stock in any
corporation which is listed upon a national stock exchange or
actively traded in the over-the-counter market.

          8.   CHANGE IN CONTROL.

               (a)  The Executive shall be entitled to receive from the
     Company Severance Benefits if there is a Change in Control of the
     Company and, if within twenty-four calendar months thereafter, the
     Executive's service with the Company shall end for any Qualifying
     Termination or the Executive terminates his service with the
     Company for Good Reason.  The Company shall pay to Executive and
     provide him with Severance Benefits as follows:

                    (1)  an amount equal to three (3) times the Base
          Salary in effect at the Effective Date of Termination;

                    (2)  benefits provided pursuant to Section 3 (a),
          (c) and (d) of this Agreement for a period of three
          (3) years from the Effective Date of Termination or until
          the Executive has obtained similar benefits from another employer.
          These benefits shall be provided to the Executive at the same
          premium cost, and at the same coverage level, as in effect
          as of the Executive's Effective Date of Termination. However,
          in the event the premium cost and/or level of
          coverage shall change for management executives of the
          Company generally, the cost and/or coverage level, likewise,
          shall change in a corresponding manner.  If and to the extent
          these benefits are not or cannot be paid under an existing
          policy, plan or program of the Company, the Company shall make
          alternative arrangements for the provisions of such benefits at
          no greater cost to the Executive.  These welfare benefits shall
          be discontinued in the event the Executive has available similar
          benefits from a subsequent employer, as determined by the
          Committee;

                    (3)  an amount equal to the prior year's Bonus;

                    (4)  if the Executive moves more than fifty (50) miles,
          within eighteen (18) months from the Effective Date of
          Termination, the Company shall pay to the Executive
          fifty thousand dollars ($50,000) to cover relocation
          expenses, unless such relocation expenses are
          covered by a new employer;

                    (5)  the Executive shall have the right to purchase at
          fair market value or continue the lease of the automobile provided
          to the Executive by the Company subject to the terms of any lease
          of the automobile; and

                    (6)  the Company agrees to forgive any indebtedness
          owed by the Executive for any Excess Split Dollar Premiums.
<PAGE>
          The Severance Benefits provided in 8(a)(1) and (3)
          hereof shall be paid in cash to the Executive in a
          single lump sum as soon as practical following the
          Effective Date of Termination, but in no event
          later than thirty (30) days from such date.  The
          Company shall withhold from any amounts payable
          under this Section 8 all federal, state, city or
          other taxes as legally shall be required.  The
          Executive shall not be entitled to receive
          Severance Benefits under this Section 8 if
          employment with the Company ends due to death,
          Disability, or voluntary retirement without Good
          Reason under a pension plan maintained by the
          Company, due to any other voluntary termination of
          employment by the Executive without Good Reason,
          or due to termination of the Executive's
          employment by the Company for Cause.

               (b)  Upon a Change in Control, the Option granted in
     Section 4(a) hereof shall immediately vest and become exercisable.

               (c)  Any termination of employment by the Company for
     any reason following a Change in Control or by the Executive shall be
     communicated by Notice of Termination to the other party.  For
     purposes of this Agreement, a "Notice of Termination" shall mean
     a written notice which shall indicate the specific termination
     provision in this Agreement relied upon and shall set forth in
     reasonable detail the facts and circumstances claimed to provide
     a basis for termination of the Executive's employment under the
     provision so indicated.

               (d)  For purposes of this Agreement, the following terms
     shall have the following meanings:

                    (1)  "Beneficial Ownership" shall mean the ownership of
          securities as determined in accordance with Rule 13d-3 under the
          Securities Exchange Act of 1934, as amended (the "Exchange Act").

                    (2)  "Cause" solely with respect to Section 8 of this
          Agreement shall mean any of the following acts by the Executive:

                         (i)  an intentional act of fraud, embezzlement or
               theft in connection with his duties or in the course of
               his employment with the Company;

                         (ii) intentional wrongful damage to property of
               the Company;

                         (iii)     intentional wrongful disclosure of
               secret processes or of confidential information of the
               Company; or

                         (iv) intentional violation of the Company's
               code of conduct or ethics, as in effect immediately
               prior to a Change in Control.

                    (3)  "Change in Control" of the Company shall be
          deemed to have occurred as of the first day any one or
          more of the following conditions is<PAGE> satisfied,
          except that, if a Change in Control occurs and if
          the Executive's employment with the Company
          is terminated prior to the date on which the Change in Control
          occurs, and if it is reasonably demonstrated by the Executive
          that such termination of employment (i) was at the request of a
          third party who has taken steps reasonably calculated to effect a
          Change in Control or (ii) otherwise arose in connection with or
          anticipation of a Change in Control, then for all purposes of
          this Agreement the Change in Control shall be deemed to have
          occurred on the date immediately prior to the date of such
          termination of employment:

                         (i)  The acquisition by any Person (other than a
               trustee or other fiduciary holding securities under an
               executive benefit plan of the Company, or a corporation
               owned solely, directly or indirectly, by the Company
               or by the stockholders of the Company in substantially
               the same proportions as their ownership of stock of the
               Company 90 days prior to such acquisition, or an entity
               the ownership by which would not constitute a Change of
               Control under (iii) below), of Beneficial Ownership of
               securities of the Company representing thirty-three
               percent (33%) or more of the combined voting power of
               the then outstanding securities of the Company
               entitled to vote generally in the election of directors
               of the Company (the "Voting Stock"); provided, however, that
               an acquisition of thirty-three percent (33%) or more of
               the Voting Stock directly from the Company shall not
               constitute a Change in Control; or

                         (ii) A change in the composition of the Board of
               the Company during any period of two (2) consecutive years
               (not including any period prior to the date hereof) such
               that individuals who at the beginning of such period
               constitute the Board, cease for any reason to constitute
               a majority thereof; provided, however, that any new
               Director, who is elected by the Company's stockholders
               and who was approved by a vote of a majority of the members of
               the Board in office who were Directors at the beginning of the
               two consecutive year period shall not be considered for
               purposes of determining a Change in Control hereunder; or

                         (iii)     Approval by the stockholders of the
               Company of: (A) a plan of complete liquidation of the
               Company; or (B) an agreement for the sale or disposition
               of all or substantially all of the Company's assets
               (except as otherwise provided in (C)); or (C) a
               merger, consolidation, or reorganization of the Company (a
               "Corporate Transaction") with or involving any other
               corporation, OTHER THAN a Corporate Transaction that
               would result in (x) the owners of more than sixty-seven
               percent (67%) of the Voting Stock continuing to
               have (either by such stock remaining outstanding or
               by being converted into common stock of another entity or
               entities) more than sixty-seven percent (67%) of the Voting
               Stock immediately after such Corporate Transaction of
               either (A) the Company or (B) an entity or all entities,
               if more than one, which own(s) more than sixty-seven
               percent (67%) of the Voting Stock or which has (have)<PAGE>
               acquired all or part of the assets of the Company by sale,
               transfer, or Corporate Transaction; (y) no Person
               (excluding any corporation resulting from such Corporate
               Transaction or any Executive benefit plan (or related trust)
               of the Company or such corporation resulting from such
               Corporate Transaction) beneficially owning, directly or
               indirectly, twenty percent (20%) or more of,
               respectively, the then outstanding shares of common stock
               of the corporation resulting from such Corporate Transaction
               or the combined voting power of the then outstanding voting
               securities of such corporation except to the
               extent that such ownership existed prior to the Corporate
               Transaction; and (z) at least a majority of the members of the
               board of directors of the corporation resulting from such
               Corporate Transaction being members of the Board at the time
               of the execution of the initial agreement, or of the action
               of the Board, providing for such Corporation Transaction;

                         (iv) The determination by a majority of the Board
               that, because of the occurrence, threat or imminence of an
               event with consequences similar to the foregoing, the
               Executive is entitled to the protection of this Section 8.

However, in no event shall a Change in Control be deemed to have
occurred, if the Executive is part of a purchasing group which
consummates the Change in Control transaction. The Executive
shall be deemed "part of a purchasing group" for purposes of the
preceding sentence if the Executive is an equity participant in
the purchasing company or group (except for: (i) passive
ownership of less than three percent (3%) of the stock of the
purchasing company; or (ii) ownership of equity participation in
the purchasing company or group which is otherwise not
significant, as determined prior to the Change in Control by a
majority of the Company's non-employee continuing directors).

                    (4)  "Code" means the Internal Revenue Code of 1986,
          as amended.

                    (5)  "Committee" means the Compensation Committee
          of the Board of Directors of Rawlings Sporting Goods Company, Inc.

                    (6)  "Disability" means permanent and total disability,
          within the meaning of Section 22(e)(3) of the Code, as determined
          by the Committee in the exercise of good faith and reasonable
          judgment, upon receipt of and in reliance on sufficient competent
          medical advice from one or more individuals, selected by the
          Committee, who are qualified to give professional medical advice.

                    (7)  "Effective Date of Termination" means the date
          on which a Qualifying Termination occurs which triggers the
          payment of Severance Benefits hereunder.
<PAGE>
                    (8)  "Good Reason" means, without the Executive's
          express written consent, the occurrence after a Change in
          Control of the Company of any one or more of the following:

                         (i)  The assignment of the Executive to duties
               materially inconsistent with the Executive's authorities,
               duties, responsibilities, and status (including offices,
               titles, and reporting requirements) as Chairman and
               Chief Executive Officer of the Company, or a reduction
               or alteration in the nature or status of the Executive's
               authorities, duties, or responsibilities from those
               in effect as of ninety (90) days prior to the Change in
               Control, other than an insubstantial and inadvertent act
               that is remedied by the Company or the entity succeeding
               to the Company's responsibilities after the Change in
               Control (such "Successor" is referred to herein also as the
               "Company") promptly after receipt of notice thereof given
               by the Executive and other than any such alteration primarily
               attributable to the fact that the Company may no longer be a
               public company;

                         (ii) The relocation of the Executive to a worksite
               more than thirty-five (35) miles from the office at which
               the Executive was based as of the date hereof, except for
               required travel on the business of the Company to an
               extent substantially consistent with the Executive's
               present business obligations;

                         (iii)     A reduction by the Company in the
               Executive's Base Salary as in effect on the date
               immediately preceding a Change in Control;

                         (iv) The failure of the Company to continue in
               effect any of the Company's benefit or compensation plans,
               or retirement plans, policies, practices, or arrangements
               in which the Executive participates, or the failure by the
               Company to continue the Executive's participation
               in such plans on substantially the same basis,
               both in terms of the amount of benefits provided and the
               level of the Executive's participation relative to other
               participants, as existed immediately prior to the Change in
               Control of the Company;

                         (v)  The failure of the Company to obtain a
               satisfactory agreement from any Successor to the Company
               to assume and agree to perform the obligations under
               Section 8 of this Agreement; or

                         (vi) Any purported termination by the Company
               of the Executive's employment that is not effected
               pursuant to a Notice of Termination.  The Executive's
               determination of Good Reason shall be conclusive,
               if made in good faith.  The Executive's right to terminate
               employment for Good Reason shall not be affected by the
               Executive's incapacity due to physical or mental illness.
               The Executive's continued<PAGE> employment shall not
               constitute consent to, or a waiver of rights with
               respect to, any circumstance constituting Good Reason.

                    (9)  "Person" shall have the meaning ascribed to such
          term in Section 3(a)(9) of the Exchange Act as used in
          Sections 13(d) and 14(d) thereof, including a "group" as
          defined in Section 13(d).

                    (10) "Qualifying Termination" means any of the following
          events, the occurrence of which triggers the payment of Severance
          Benefits hereunder:

                         (i)  A termination of the Executive's employment
               with the Company for reasons other than death, Disability,
               normal retirement (as defined under any pension plan
               maintained by the Company), any other voluntary termination of
               employment by the Executive without Good Reason, or
               termination of the Executive's employment by the
               Company for Cause;

                         (ii) A termination of the Executive's employment
               with the Company, by the Executive, for Good Reason;

                         (iii)     The failure or refusal of a Successor to
               assume the Company's obligations under Section 8 of this
               Agreement; or

                         (iv) The breach by the Company of any of the
               provisions of Section 8 of this Agreement.

               (e)  SUCCESSORS. The Company will require any successor
     (whether direct or indirect, by purchase, merger, consolidation, or
     otherwise) of all or substantially all of the business and/or
     assets of the Company or of any division or subsidiary thereof to
     expressly assume and agree to perform Section 8 of this Agreement
     in the same manner and to the same extent that the Company would
     be required to perform it if no such succession had taken place.
     Failure of the Company to obtain such assumption and agreement
     prior to the effectiveness of any such succession shall be a
     breach of Section 8 of this Agreement and shall entitle the
     Executive to compensation from the Company in the same amount and
     on the same terms as he would be entitled hereunder if terminated
     voluntarily for Good Reason, except that for the purposes of
     implementing the foregoing, the date on which any such succession
     becomes effective shall be deemed the Effective Date of
     Termination.

          Section 8 of this Agreement shall inure to the benefit
     of and be enforceable by the Executive's personal or legal
     representatives, executors, administrators, successors,
     heirs, distributees, devisees, and legatees. If the
     Executive should die while any amount would still be payable
     to him hereunder had he continued to live, all such amounts,
     unless otherwise provided herein, shall be paid in
     accordance with the terms of Section 8 of this Agreement, to
     the Executive's devisee, legatee, or other designee, or if
     there is no such designee, to the Executive's estate.
<PAGE>
               (f)  BENEFICIARIES. The Executive may designate one or more
     persons or entities as the primary and/or contingent
     beneficiaries of any Severance Benefits, other than as provided
     in Section 4(c), to be made under Section 8 of this Agreement.
     Such designation must be in the form of a signed writing
     acceptable to the Committee. The Executive may make or change
     such designation at any time.

          9.   SPECIFIC PERFORMANCE.  Recognizing that irreparable damage
will result to the Company in the event of the breach or
threatened breach of any of the foregoing covenants and
assurances by the Executive contained in Sections 6 or 7 hereof,
and that the Company's remedies at law for any such breach or
threatened breach will be inadequate, the Company and its
successors and assigns, in addition to such other remedies which
may be available to them, shall be entitled to an injunction,
including a mandatory injunction, to be issued by any court of
competent jurisdiction ordering compliance with this Agreement or
enjoining and restraining the Executive, and each and every
person, firm or company acting in concert or participation with
him, from the continuation of such breach and, in addition
thereto, he shall pay to the Company all ascertainable damages,
including costs and reasonable attorneys' fees sustained by the
Company by reason of the breach or threatened breach of said
covenants and assurances.  The obligations of the Executive and
the rights of the Company, its successors and assigns under
Sections 6, 7, 9, 10, 12, 16, 18 and 19 of this Agreement shall
survive the termination of this Agreement.  The covenants and
obligations of the Executive set forth in Sections 6 and 7 hereof
are in addition to and not in lieu of or exclusive of any other
obligations and duties of the Executive to the Company, whether
express or implied in fact or in law.

          10.  POTENTIAL UNENFORCEABILITY OF ANY PROVISION.  If a final
judicial determination is made that any provision of this
Agreement is an unenforceable restriction against the Executive,
the provisions hereof shall be rendered void only to the extent
that such judicial determination finds such provisions
unenforceable, and such unenforceable provisions shall
automatically be reconstituted and become a part of this
Agreement, effective as of the date first written above, to the
maximum extent that is lawfully enforceable.  A judicial
determination that any provision of this Agreement is
unenforceable shall in no instance render the entire Agreement
unenforceable, but rather the Agreement will continue in full
force and effect absent any unenforceable provision to the
maximum extent permitted by law.

          11.  TERMINATION.

               (a)  This Agreement shall terminate immediately upon
     the death, Disability or adjudication of legal incompetence of the
     Executive, or upon the Company's ceasing to carry on its business
     or becoming bankrupt.

               (b)  This Agreement may be terminated by either the Company
     or the Executive upon 60 days notice at any time with or without
     Cause and for any or no reason.  Nothing in this Agreement shall
     be deemed or construed to require the Company to employ, or to
     continue to employ, the Executive for any specified period of
     time and, regardless of the manner or duration of the Executive's
     compensation, nothing contained herein shall create employment
     for a definite term.  The Executive acknowledges that no
     representative of the Company has any authority to make any
     agreement contrary to the foregoing.
<PAGE>
               (c)  In the event this Agreement is terminated, the parties'
     obligations under this Agreement shall terminate immediately
     (except as otherwise provided herein), and neither the Executive
     nor his estate, heirs, successors or assigns shall be entitled to
     any further compensation hereunder.  If the Company terminates
     the Executive's employment, other than for Cause (as defined
     below), at a time when the Executive is fully willing and able to
     perform his duties as an employee of the Company or if the
     Executive voluntarily terminates his employment with the Company
     because the Company has assigned the Executive to duties
     materially inconsistent with the Executive's authorities, duties,
     responsibilities, and status (including offices, titles, and
     reporting requirements) as Chairman and Chief Executive Officer
     of the Company, or has reduced or alterated in nature or status
     the Executive's authorities, duties, or responsibilities, other
     than an insubstantial and inadvertent act that is remedied by the
     Company, or the Company has reduced Executive's Base Salary and
     in no other circumstances during the term hereof (e.g., the
     Executive's  death or disability or voluntary termination for any
     reason other than hereinbefore set forth); the Company shall be
     required to pay Executive an amount equal to his Base Salary for
     twenty-four (24) months at the rate then in effect pursuant to
     Section 2 above and Executive shall continue to receive for a
     twenty-four (24) month period the medical benefits Executive was
     receiving at the time of termination under Section 3(e) hereof.
     Notwithstanding the foregoing or anything herein to the contrary,
     in the event the Executive is receiving Severance Benefits
     provided in Section 8 hereof, the Executive shall NOT also
     receive the payments described in this Section 11(c).  For
     purposes of this Section 11, "Cause" shall mean the occurrence of
     any of the following events:

                    (1)  Performance by the Executive of illegal or
          fraudulent acts, criminal conduct or willful misconduct,
          or gross negligence relating to the activities of the Company;

                    (2)  Willful or grossly negligent failure by the
          Executive to perform his duties in a manner which he knows,
          or has reason to know, to be in the Company's best interests;

                    (3)  Willful and bad faith refusal by the Executive
          to carry out reasonable instructions of the Board of
          Directors of the Company not inconsistent with the
          provisions of this Agreement;

                    (4)  Violation by the Executive of the covenants
          and agreements contained in Section 7 hereof;

                    (5)  Any other material breach of the Executive's
          obligations hereunder which are incurable or which he
          fails to cure promptly after receiving written notice thereof; or

                    (6)  The Company ceases operations due to a voluntary or
          involuntary discontinuance of its business operations.
<PAGE>
          12.  WAIVER OF BREACH.  Failure of the Company to demand strict
compliance with any of the terms, covenants or conditions hereof
shall not be deemed a waiver of the term, covenant or condition,
nor shall any waiver or relinquishment by the Company of any
right or power hereunder at any one time or more times be deemed
a waiver or relinquishment of the right or power at any other
time or times.

          13.  NO CONFLICTS.  The Executive represents and warrants to the
Company that neither the execution nor delivery of this
Agreement, nor the performance of the Executive's obligations
hereunder will conflict with, or result in a breach of, any term,
condition, or provision of, or constitute a default under, any
obligation, contract, agreement, covenant or instrument to which
the Executive is a party or under which the Executive is bound,
including without limitation, the breach by the Executive of a
fiduciary duty to any former employers.

          14.  ENTIRE AGREEMENT; AMENDMENT.  This Agreement cancels and
supersedes all previous agreements relating to the subject matter
of this Agreement, written or oral, between the parties hereto
and contains the entire understanding of the parties hereto and
shall not be amended, modified or supplemented in any manner
whatsoever except as otherwise provided herein or in writing
signed by each of the parties hereto.

          15.  CAPTIONS.  The headings of the sections of this Agreement
have been inserted for convenience of reference only and shall in
no way restrict or otherwise modify any of the terms or
provisions hereof.

          16.  GOVERNING LAW.  This Agreement and all rights and
obligations of the parties hereunder shall be governed by, and
construed and interpreted in accordance with, the laws of the
State of Missouri applicable to agreements made and to be
performed entirely within the State, including all matters of
enforcement, validity and performance.

          17.  NOTICE.  All notices, requests, demands and other
communications hereunder shall be deemed duly given if delivered
by hand or if mailed by certified or registered mail with postage
prepaid as follows:

          If to the Company:

               Rawlings Sporting Goods Company, Inc.
               P.O. Box 22000
               St. Louis, Missouri 63126
               Attn: Corporate Secretary

          If to the Executive:

               Stephen M. O'Hara
               945 Delvin Drive
               Town and Country, Missouri 63131
<PAGE>
          With a copy to:

               Phillip Jameson
               GW & Wade
               621 Walnut Street
               Wellesley, Massachusetts 02181

or to any other address as either party may provide to the other
in writing.

          18.  ASSIGNMENT.  This Agreement is personal and not assignable
by the Executive but it may be assigned by the Company without
notice to or consent of the Executive to, and shall thereafter be
binding upon and enforceable by any person which shall acquire or
succeed to substantially all of the business or assets of the
Company (and such person shall be deemed included in the
definition of the "Company" for all purposes of this Agreement)
but is not otherwise assignable by the Company.

          19.  ARBITRATION.  Except with respect to disputes or
controversies arising out of Sections 6 and 7 hereof, any dispute
between any of the parties hereto or claim by a party against
another party arising out of or in relation to this Agreement or
in relation to any alleged breach thereof shall be finally
determined by arbitration in accordance with the rules then in
force of the American Arbitration Association.  The arbitration
proceedings shall take place in St. Louis, Missouri, or such
other location as the parties in dispute hereafter may agree
upon; and such proceedings shall be governed by the laws of the
State of Missouri as such laws are applied to agreements between
residents of such State entered into and to be performed entirely
within that State.

          The parties shall agree upon one arbitrator, who shall
be an individual skilled in the legal and business aspects of the
subject matter of this Agreement and of the dispute.  If the
parties cannot agree upon one arbitrator, each party in dispute
shall select one arbitrator and the arbitrators so selected shall
select a third arbitrator.  In the event the arbitrators cannot
agree upon the selection of a third arbitrator, the third
arbitrator shall be appointed by the American Arbitration
Association at the request of any of the parties in dispute.  The
arbitrators shall, if possible, be individuals skilled in the
legal and business aspects of the subject matter of this
Agreement and of the dispute.

          The decision rendered by the arbitrator or arbitrators
shall be accompanied by a written opinion in support thereof.
The decision shall be final and binding upon the parties in
dispute without right of appeal.  Judgment upon the decision may
be entered into in any court having jurisdiction thereof, or
application may be made to that court for a judicial acceptance
of the decision and  an order of enforcement.  Costs of the
arbitration shall be assessed by the arbitrator or arbitrators
against any or all of the parties in dispute, and shall be paid
promptly by the party or parties so assessed.

          IN WITNESS WHEREOF, the Company has caused this
Agreement to be duly executed in duplicate, and the Executive has
hereunto set his hand, on the day and year first above written.

                   [signature page to follow]
<PAGE>
                              RAWLINGS SPORTING GOODS
                              COMPANY, INC.

                              By:  /s/ Mike Luetkemeyer
                              Name:  Mike Luetkemeyer
                              Title:  CFO



                              /s/ Stephen M. O'Hara
                              Stephen M. O'Hara
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>2000 NON-EMPLOYEE DIRECTORS' STOCK PLAN
<TEXT>


                                                        EXHIBIT A

              RAWLINGS SPORTING GOODS COMPANY, INC.

             2000 NON-EMPLOYEE DIRECTORS' STOCK PLAN

     1.   PURPOSE.  The purpose of this 2000 Non-Employee Directors'
Stock Plan (the "Plan") of Rawlings Sporting Goods Company, Inc.
(the "Company") to promote ownership by non-employee directors of
a greater proprietary interest in the Company, thereby aligning
such directors' interests more closely with the interests of
stockholders of the Company, and assist the Company in attracting
and retaining highly qualified persons to serve as non-employee
directors.

     2.   DEFINITIONS.  In addition to terms defined elsewhere in the
Plan, the following are defined terms under the Plan:

          (a)  "Code" means the Internal Revenue Code of 1986, as amended.
References to any provision of the Code include regulations
thereunder and successor provisions and regulations.

          (b)  "Deferred Stock" means the credits to a Participant's
deferral account under Section 7 each of which represents the
right to receive one share of Stock upon settlement of the
deferral account.  Deferral accounts, and Deferred Stock credited
thereto, are maintained solely as bookkeeping entries by the
Company evidencing unfunded, generally non-transferable
obligations of the Company.

          (c)  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.  References to any provision of the Exchange Act include
rules thereunder and successor provisions and rules.

          (d)  "Fair Market Value" of Stock means the closing price of the
Stock on the nearest day preceding the date on which such value
is to be determined on which there was a trade, as reported for
such day in the table entitled "Nasdaq National Market Issues"
contained in THE WALL STREET JOURNAL or an equivalent successor
table.

          (e)  "Option" means the right, granted to a Participant under
Section 6, to purchase Stock at the specified exercise price for
a specified period of time under the Plan.

          (f)  "Participant" means a director who is eligible to receive,
and is granted Options or Stock, or who defers fees in the form
of Deferred Stock, under the Plan.

          (g)  "Stock" means the Common Stock, $.01 par value, of the
Company and such other securities as may be substituted for Stock
or such other securities pursuant to Section 8.
<PAGE>
     3.   SHARES AVAILABLE UNDER THE PLAN.  The total number of shares
of Stock reserved and available for delivery under the Plan is
25,000, subject to adjustment as provided in Section 8 below.
Such shares may be authorized but unissued shares or treasury
shares.  If any Option expires or terminates for any reason
without having been exercised in full, the shares subject to the
unexercised portion of such Option will again be available for
delivery under the Plan.

     4.   ADMINISTRATION OF THE PLAN. The Plan will be administered by
the Board of Directors of the Company, provided that any action
by the Board of Directors relating to the Plan will be taken only
if, in addition to any other required vote, approved by the
affirmative vote of a majority of the directors who are not then
eligible to participate under the Plan.

     5.   ELIGIBILITY.  Each director of the Company who, on any date
on which an Option is to be granted under Section 6 or on which
fees are to be deferred under Section 7, is not, and has not been
during the preceding three months, an employee of the Company or
any parent or subsidiary of the Company will be eligible to
receive Options or defer fees under the Plan at such date.  No
person other than those specified in this Section 5 will
participate in the Plan.

     6.   STOCK OPTIONS.  An Option to purchase 2,500 shares of Stock
will be granted to each person who is first elected or appointed
to serve as a director of the Company, such grant to be effective
at the date of such first election or appointment, if such
director is then eligible to receive an Option grant.  An Option
to purchase 1,000 shares of Stock will be granted to each person
who is a director of the Company at the close of business of each
annual meeting of stockholders at which directors (or a class of
directors if the Company then has a classified Board of
Directors) are elected or reelected by the Company's stockholders
if such director is then eligible to receive an Option grant.
The foregoing notwithstanding, no director may be granted more
than one award of Options in a given calendar year.  The Options
granted pursuant to this Plan replace the grants which would
otherwise be provided for pursuant to the 1994 Non-Employee
Directors Stock Plan and no further grants shall be made under
such other plan.  Options granted under the Plan will be non-
qualified stock options which will be subject to the following
terms and conditions:

          (a)  EXERCISE PRICE.  The exercise price per share of Stock
purchasable under an Option will be equal to 100% of the Fair
Market Value of Stock on the date of grant of the Option;
provided, however, that the exercise price per share of Stock
purchasable under Options granted upon commencement of the IPO
shall be the IPO price.

          (b)  OPTION TERM.  Each Option will expire at the earlier of (i)
ten years after the date of grant, (ii) 36 months after the
Participant ceases to serve as a director of the Company due to
death, disability, or retirement at or after age 65, or (iii) 12
months after the Participant ceases to serve as a director of the
Company for any reason other than death, disability, or
retirement at or after age 65.

          (c)  EXERCISABILITY.  Each Option will become exercisable as to
25% of the Option Shares in cumulative installments on the first,
second, third and fourth anniversaries of the date of grant, and
will thereafter remain exercisable until the Option expires;
provided,<PAGE> however, that an Option previously granted to a
Participant (i) will be fully exercisable after the Participant
ceases to serve as a director of the Company due to death,
disability, or retirement at or after age 65, and (ii) will be
exercisable after the Participant ceases to serve as a director
of the Company for any reason other than death, disability, or
retirement at or after age 65 only to the extent that the Option
was exercisable at the date of such cessation of service.

          (d)  METHOD OF EXERCISE.  Each Option may be exercised, in whole
or in part, at such time as it is exercisable and prior to its
expiration by giving written notice of exercise to the Company
specifying the Option to be exercised and the number of shares to
be purchased, and accompanied by payment in full of the exercise
price in cash (including by check) or by surrender of shares of
Stock of the Company acquired' by the Participant at least six
months prior to the exercise date and having a Fair Market Value
at the time of exercise equal to the exercise price, or a
combination of a cash payment and surrender of such Stock.

     7.   DEFERRAL OF FEES IN DEFERRED STOCK.  Each director of the
Company may elect to, or the Board of Directors may require the
Directors to, defer fees received in his or her capacity as a
director (including annual retainer fees and fees for service on
committees or as chairman thereof) under the terms and conditions
set forth in this Section 7, provided that such director is
eligible under Section 5 hereof to defer fees at the date any
such fee is otherwise payable.

          (a)  DEFERRAL ELECTIONS.  If the Board of Directors has not
required the Directors to defer fees, each director who elects to
defer fees for any calendar year must file an irrevocable written
deferral election with the Vice President -- Human Resources of
the Company or other designated employee of the Company no later
than the August 28 of the preceding year, and any newly elected
or appointed director may file such election not later than 30
days after the date of such election or appointment.  Any
election of the director shall be deemed to be continuing and
therefore applicable to subsequent Plan years unless the director
revokes or changes such election by filing a new election form.
The election to defer must specify the following:

          (i)  A percentage, not to exceed 100%, of the Participant's fees
               for the year to be deferred under the Plan;

          (ii) Whether dividend equivalents on amounts credited to the
               Participant's deferral account will be paid directly to the
               Participant or credited to his or her deferral account and
               deemed to be reinvested in Deferred Stock; and

         (iii) The period during which payment will be deferred.

In the event directors' fees are increased during any year, a
Participant's deferral elections in effect for such year will
apply to the amount of such increase.

          (b)  CREDITING OF AMOUNTS TO DEFERRAL ACCOUNT. The Company will
establish a deferral account for each Participant for whom fees
are deferred under this Section 7 and will credit such deferral
account with an amount, expressed as Deferred Stock, equal to the
number of shares of Stock having an aggregate Fair Market Value
at the date the deferred fees would have<PAGE> otherwise been
payable equal to the amount of such fees deferred.  The amount of
Deferred Stock so credited shall include fractional shares
carried to three decimal places.  The foregoing notwithstanding,
if any deferral occurs less than six months after the Participant
filed the irrevocable election with respect to such deferral, the
amount deferred shall be credited to the Participant's deferral
account as cash, accruing deemed interest thereon at the
Applicable Federal Rate promulgated under Section 1274(d) of the
Code for short-term loans with semiannual compounding, until the
date six months plus one day after the date of the irrevocable
election, at which time the deferral account will be credited
with an amount, expressed as Deferred Stock, equal to the number
of shares of Stock having an aggregate Fair Market Value at that
date equal to the cash amount plus interest then credited to the
deferral account (and such cash credits will be eliminated).

          (c)  PAYMENT OR CREDITING OF DIVIDEND EQUIVALENTS.  Whenever
dividends are paid or distributions made with respect to Stock, a
Participant shall be entitled to be paid an amount equal in value
to the amount of the dividend paid or property distributed on a
single share of Stock multiplied by the number of shares of
Deferred Stock (including fractions) credited to his or her
deferral account as of the record date for such dividend or
distribution.  Such dividend equivalents shall, in accordance
with the Participant's election under Section 7(a), either be
paid directly to the Participant or credited to the Participant's
deferral account as an amount, in shares of Deferred Stock,
equal to the number of shares of Stock having an aggregate Fair
Market Value at the payment date of the dividend or distribution
equal to value of such dividend equivalents.

          (d)  VESTING.  The interest of each Participant in any benefit
payable with respect to a deferral account hereunder shall be at
all times fully vested and non-forfeitable.

          (e)  DESIGNATION OF BENEFICIARY.  Each Participant may designate
one or more beneficiaries to receive the amounts distributable
from the Participant's deferral account under the Plan in the
event of such Participant's death, on forms provided by the Vice
President -- Human Resources or other designated employee of the
Company.  The Company may rely upon the beneficiary designation
last filed in accordance with the terms of the Plan.

          (f)  SETTLEMENT OF DEFERRAL ACCOUNT. The Company will settle the
Participant's deferral account by delivering to the Participant
(or his or her beneficiary) the number of shares of Stock equal
to the number of whole shares of Deferred Stock then credited to
the deferral account (or a specified portion in the event of any
partial settlement), with cash to be paid in lieu of any
fractional share retaining at a time that less than one whole
share of Deferred Stock is credited to such deferral account.

     8.   ADJUSTMENT PROVISIONS.  In the event any recapitalization,
reorganization, merger, consolidation, spin-off, combination,
repurchase, exchange of shares or other securities of the
Company, stock split or reverse split, extraordinary dividend
having a value in excess of 150% of the quarterly dividends paid
during the preceding l2-month period, liquidation, dissolution,
or other similar corporate transaction or event affects Stock
such that an adjustment is determined by the Board of Directors
to be appropriate in order to prevent dilution or enlargement of
Participants' rights under the Plan, then the Board of Directors
will, in a manner that is<PAGE> proportionate to the change to
the Stock and is otherwise equitable, adjust (i) any or all of
the number or kind of shares of Stock reserved for issuance under
the Plan, (ii) the number or kind of shares of Stock to be
subject to each automatic grant of Options under Section 6,
(iii) the number and kind of shares of Stock issuable upon
exercise of outstanding Options, and/or the exercise price per
share thereof (provided that no fractiona1 shares will be issued
upon exercise of any Option), and (iv) the number of kind of
shares of Stock to be delivered upon settlement of deferral
accounts under Section 7.  The foregoing notwithstanding, no
adjustment may be made hereunder except as shall be necessary to
maintain the proportionate interest of a Participant under the
Plan and to preserve, without exceeding, the value of outstanding
Options and Deferred Stock and potential grants of Options and
Stock.  If at any date an insufficient number of shares are
available for the automatic grant of Options or the deferral of
fees at that date, Options will first be automatically granted
under Section 6 proportionately to Participants, to the extent
shares are available, and then, if any shares remain, fees will
be deferred in the form of Deferred Stock proportionately among
Participants under Section 7, to the extent shares are available.

     9.   CHANGES TO THE PLAN.  The Board of Directors may amend,
alter, suspend, discontinue, or terminate the Plan or authority
to grant Options or defer fees in the form of Deferred Stock
under the Plan without the consent of stockholders or
Participants, except that any such action will be subject to the
approval of the Company's stockholders at the next annual meeting
of stockholders having a record date after the date such action
was taken if such stockholder approval is required by any federal
or state law or regulation or the rules of any stock exchange or
automated quotation system on which the Stock may then be listed
or quoted, or if the Board of Directors determines in its
discretion to seek such stockholder approval; provided, however,
that, without the consent of an affected Participant, no such
action may impair the rights of such Participant with respect to
any previously granted Option or any previous deferral under the
Plan.

     10.  GENERAL PROVISIONS.

          (a)  CONSIDERATION FOR GRANTS; AGREEMENTS.  Options will be
granted under the Plan in consideration of the services of
Participants and, except for the payment of the exercise price in
the case of an Option, no other consideration shall be required
therefor.  Grants of Options will be evidenced by agreements
executed by the Company and the Participant containing the terms
and conditions set forth in the Plan together with such other
terms and conditions not inconsistent with the Plan as the Board
of Directors may from time to time approve.

          (b)  COMPLIANCE WITH LAWS AND OBLIGATIONS. The Company will not
be obligated to issue or deliver Stock in connection with any
Option or settlement of any deferral account in a transaction
subject to the registration requirements of the Securities Act of
1933, as amended, or any state securities law, any requirement
under any listing agreement between the Company and any national
securities exchange or automated quotation system, or subject to
any other law, regulation, or contractual obligation, until the
Company is satisfied that such laws, regulations, and other
obligations of the Company have been complied with in full.
Certificates representing shares of Stock delivered under the
Plan will be subject to such stop-transfer orders<PAGE> and other
restrictions as may be applicable under such laws, regulations,
and other obligations of the Company, including any requirement
that a legend or legends be placed thereon.

          (c)  NON-TRANSFERABI1ITY.  Options, Deferred Stock, and any other
right under the Plan that may constitute a "derivative security"
as generally defined in Rule 16a-1(c) under the Exchange Act will
not be transferable by a Participant except by will or the laws
of descent and distribution (or to a designated beneficiary in
the event of a Participant's death), and will be exercisable
during the lifetime of a Participant only by such Participant or
his or her guardian or legal representative.

          (d)  CONTINUED SERVICE AS AN EMPLOYEE.  If a Participant ceases
serving as a director and, immediately thereafter, he is employed
by the Company or any subsidiary, then, solely for purposes of
Sections 6(b) and (c) of the Plan, such Participant will not be
deemed to have ceased service as a director at that time, and his
or her continued employment by the Company or any subsidiary will
be deemed to be continued service as a director; provided,
however, that such former director will not be eligible for
additional grants of Options or deferrals under the Plan.

          (e)  NO RIGHT TO CONTINUE AS A DIRECTOR.  Nothing contained in
the Plan or any agreement hereunder will confer upon any
Participant any right to continue to serve as a director of the
Company.

          (f)  NO STOCKHOLDER RIGHTS CONFERRED.  Nothing contained in the
Plan or any agreement hereunder will confer upon any Participant
any rights of a stockholder of the Company unless and until
shares of Stock are in fact issued to such Participant upon the
valid exercise of an Option or delivered upon settlement of
deferral accounts under Section 7.

          (g)  GOVERNING LAW.  The validity, construction, and effect of
the Plan and any agreement hereunder will be determined in
accordance with the laws of the State of Delaware, without giving
effect to principles of conflicts of laws, and applicable federal
law.

     11.  EFFECTIVE DATE AND DURATION OF PLAN. The Plan will be
effective at such time as the Plan is adopted and approved by the
Board of Directors of the Company. Unless earlier terminated by
action of the Board of Directors, the Plan will remain in effect
until such time as no Stock remains available for issuance under
the Plan and the Company has no further rights or obligations
under the Plan with respect to outstanding Options or Deferred
Stock under the Plan.
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>OPINION OF COUNSEL
<TEXT>

                         August 1, 2000

Board of Directors
Rawlings Sporting Goods Company, Inc.
1859 Intertech Drive,
Fenton Missouri 63026

                              Re: Registration Statement on
                                   Form S-8

Ladies and Gentlemen:

     We have served as counsel to Rawlings Sporting Goods
Company, Inc. (the "Company") in connection with the various
legal matters relating to the filing of a registration statement
on Form S-8 (the "Registration Statement") under the Securities
Act of 1933, as amended, and the Rules and Regulations
promulgated thereunder, relating to 975,000 shares of common
stock of the Company, par value $0.01 per share (the "Shares"),
that may be offered and sold through the Rawlings Sporting Goods
Company, Inc. 1994 Long-Term Incentive Plan, as amended (500,000
shares), the Rawlings Sporting Goods Company, Inc. 2000 Non-
Employee Directors' Stock Plan (25,000 shares) and the Amended
and Restated Employment Agreement between the Company and Stephen
M. O'Hara, dated as of January 7, 2000 (450,000 shares)
(collectively, the "Plans").

     We have examined such corporate records of the Company, such
laws and such other information as we have deemed relevant,
including the Company's Certificate of Incorporation, as amended,
and Bylaws, as amended, certain resolutions adopted by the Board
of Directors of the Company relating to the Plans and
certificates received from state officials and from officers of
the Company.  In delivering this opinion, we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to the originals of
all documents submitted to us as certified, photostatic or
conformed copies, and the correctness of all statements submitted
to us by officers of the Company.

     Based upon the foregoing, we are of the opinion that:

     1.   The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
Delaware.

     2.   All originally issued Shares, issued under the Plans,
if any, if issued in accordance with the Plans, will be validly
issued and outstanding and will be fully paid and nonassessable.

     We consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name in the
Registration Statement.  We also consent to your filing copies of
this opinion as an exhibit to the Registration Statement with
agencies of such states as you deem necessary in the course of
complying with the laws of such states regarding the offer and
sale of the Shares pursuant to the Plans.

                         Very truly yours,

                         STINSON, MAG & FIZZELL, P.C.


                         /s/ STINSON, MAG & FIZZELL, P.C.
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>CONSENT OF INDEPENDENT AUDITORS
<TEXT>



                                                     Exhibit 23.1



As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration
statement of our report dated December 14, 1999, except with
respect to the matter discussed in Note 2, as to which the date
is December 28, 1999 included in Rawlings Sporting Goods Company,
Inc. Form 10-K for the year ended August 31, 1999 and to all
references to our Firm included in this registration statement.


/s/ Arthur Andersen, LLP



St. Louis, Missouri
July 26, 2000
<PAGE>

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