SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                                  FORM 8-K

                              CURRENT REPORT

                 Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934

           Date of Report (Date of earliest event reported):
                    January 5, 1999 (December 21, 1998)



                        Sport Supply Group, Inc.
          (Exact name of registrant as specified in its charter)
          

Delaware                     1-10704                75-2241783
(State or other              (Commission File      (IRS Employer
jurisdiction of               Number)       Identification No.)
incorporation)


               1901 Diplomat Drive, Farmers Branch, Texas  75234
              (Address of principal executive offices) (Zip Code)


               Registrant's telephone number, including area code:
                                (972) 484-9484


                                Not Applicable
        (Former name or former address, if changed since last report)






Item 5.  Other Events

     Incorporated herein by reference is a press release attached hereto
as Exhibit  5(a) and  previously released  by Registrant  through  media
sources concerning the acquisition of 5%  of the Company's common  stock
by Oaktree Capital Management, LLC.



Exhibits Index:

Description of Exhibit
5(a) Press Release
<PAGE>
                                 SIGNATURE

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

Date:  January 5, 1999            
                             By: /s/ John P. Walker
                                 John P. Walker
                                 President, Chief Operating Officer and
                                 Chief Financial Officer



                              EXHIBIT 5(a)


FOR FURTHER INFORMATION:
At the Company:     At the Financial Relations Board:
John P. Walker      Scott Brooks         Tracy Gutwillig     Bob Schwaller
President           General Information  Analyst Inquiries   Media Inquiries
972/406-7108        972/450-6562         312/266-7800        972/640-6563

FOR IMMEDIATE RELEASE

           SPORT SUPPLY GROUP, INC. ANNOUNCES ACQUISITION OF 5% OF COMMON 
                     STOCK BY OAKTREE CAPITAL MANAGEMENT, LLC.
            SPORT SUPPLY IS RETAINING FINANCIAL ADVISOR TO EVALUATE 
              ALTERNATIVES TO INCREASE VALUE FOR ALL SHAREHOLDERS

DALLAS, TEXAS, (December  21, 1998) -  Sport Supply  Group, Inc.  (NYSE:
GYM) announced  today  that  Oaktree Capital  Management, LLC, an $11
billion private investment partnership specializing in investments in
undervalued  companies  ("Oaktree"),  filed  a  Schedule  13F  with the
Securities and  Exchange  Commission  reporting  that  Oaktree  recently
acquired 382,945 shares  of Sport  Supply's common  stock.   Oaktree's
ownership equates to approximately 5% of Sport Supply's issued  and
outstanding common stock.

Sport Supply's  largest shareholder,  Emerson Radio  Corporation  (AMEX:
MSN), announced on Friday,  December 18, 1998  that Oaktree submitted  a
proposal to  acquire more than 29,000,000  shares of  Emerson's  common
stock owned by Geoffrey P. Jurick,  the Chairman of the Board and  Chief
Executive Officer of Emerson  and Sport Supply.   The 29,000,000  shares
are pledged to creditors of Mr. Jurick and constitute approximately  60%
of Emerson's issued  and outstanding  common stock.   Oaktree  currently
beneficially owns approximately 7%  of Emerson's issued and  outstanding
common stock.  If  Oaktree acquires Mr.  Jurick's ownership interest  in
Emerson, Oaktree will  beneficially own approximately  67% of  Emerson's
issued and outstanding common stock.

Emerson owns  2,269,500  shares  of  Sport  Supply's  common  stock  and
warrants to acquire  an additional  1,000,000 shares  of Sport  Supply's
common stock for $7.50 per share.  Sport Supply has 7,410,703 shares  of
issued and outstanding common stock, of which Emerson beneficially  owns
approximately 39%.  If Oaktree obtains control of Emerson, Oaktree  will
beneficially own approximately 44% of Sport Supply.
<PAGE>
The proposal to acquire Mr. Jurick's ownership interest in  Emerson
is described in an amendment to a  Schedule 13D.  Oaktree stated in  the
Schedule 13D  that it  acquired its  initial  investment in  Emerson  in
connection  with  its  investigation  of  a  possible  restructuring  of
Emerson's balance sheet and asset deployment  strategy in a manner  that
will produce a favorable return on its investment.  Oaktree also  stated
in the Schedule 13D that potential restructuring strategies include, but
are not limited to,  an exchange of its  securities, properties or  cash
for assets of  Emerson, including the  shares of Sport  Supply owned  by
Emerson, a  sale of  Emerson's shares  of Sport  Supply in  one or  more
public or private  transactions or a  divestiture or  spin-off of  Sport
Supply.  Oaktree went  on to say that  it is not  seeking to change  the
operating management of Emerson or its strategic course.  As a condition
of the proposal to acquire the 29,000,000 shares, Oaktree indicated that
all corporate governance issues with respect to Emerson and Sport Supply
be resolved to its sole approval.

Geoffrey P. Jurick,  Chairman of the  Board and  Chief  Executive
Officer of Emerson and Sport Supply,  stated, "Although Oaktree has  not
filed a  Schedule 13D  with respect  to  Oaktree's investment  in  Sport
Supply, it  appears that  Oaktree's intent  is to  obtain a  controlling
position in Sport  Supply by obtaining  control of  Emerson.   Obtaining
control of  Emerson would  possibly enable  Oaktree to  gain control  of
Sport Supply at  a deep discount  to Sport Supply's  true going  concern
value.   Oaktree  offered to  pay  approximately $14,600,000  to  obtain
control of Emerson.   Emerson's common stock  ownership in Sport  Supply
alone is valued  at approximately $16,000,000,  based upon  a $7  market
price.  This valuation does not include the Emerson warrants to purchase
1,000,000 shares of Sport Supply's common stock, any control premium  or
any other assets of Emerson."  Mr. Jurick referred to Oaktree's offer as
"unrealistically low."

Mr. Jurick  emphasized, "Oaktree  is one  of the  few investors  in  the
marketplace that has  recognized that  Sport Supply's  shares of  common
stock are  significantly undervalued.   We  are fully  aware that  Sport
Supply's shares  have  been  trading at  a  deep  discount  despite  the
Company's strong financial performance.  Consequently, Sport Supply  has
repurchased approximately 1,000,000 shares  of common stock since  Sport
Supply announced its share repurchase program in 1997.  The Sport Supply
Board recently approved repurchasing  an additional 1,000,000 shares  of
its common stock."

Mr. Jurick also stated that he believed Sport Supply's share price  does
not reflect the  Company's many accomplishments  since Emerson  obtained
its ownership position in December 1996, including the following:

Increased earnings by approximately 700%
Increased earnings before income tax by approximately 800%
Increased gross revenues by approximately 23%
Increased cash flow per share from $0.36 to approximately $1.00
Divested unprofitable operations
Reduced debt from 45% to 6% of total capital
<PAGE>
Mr. Jurick concluded, "Sport Supply had now established its  credibility
in the marketplace and  that the Sport Supply  Board of Directors  would
take all actions reasonably necessary to ensure that all shareholders of
the Company benefit by the many  positive changes taking place at  Sport
Supply.  In  order to  maintain Sport  Supply's strong  momentum, it  is
imperative that  Sport  Supply  has  continuity  and  stability  in  its
leadership and policies.  While we appreciate the sudden strong interest
in Emerson and  Sport Supply,  we do not  intend for  Emerson and  Sport
Supply to be acquired for less than their true value."

Sport Supply  Group is  the leading  direct marketer  of sporting  goods
equipment to the institutional  marketplace.  Professional athletes  and
amateur  athletes  in  schools,  colleges,  universities,   governmental
agencies, camps and youth organizations  use the Company's products  and
proprietary brands across the country.

This news release,  other than the  historical information, consists  of
forward looking statements that involve risks and uncertainties detailed
from time  to time  in the  Company's filings  with the  Securities  and
Exchange Commission, including  the Company's Reports  on Form 10-K  and
Form 10-Q.  Actual results may vary materially.
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{"company-data": {"conformed-name": "SPORT SUPPLY GROUP INC", "cik": "0000872855", "assigned-sic": "5961", "irs-number": "752241783", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10704", "film-number": "99500956"}, "business-address": {"street1": "1901 DIPLOMAT DR", "city": "FARMERS BRANCH", "state": "TX", "zip": "75234", "phone": "2144849484"}}
SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                                  FORM 8-K

                              CURRENT REPORT

                 Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934

           Date of Report (Date of earliest event reported):
                    January 5, 1999 (December 21, 1998)

                        Sport Supply Group, Inc.
          (Exact name of registrant as specified in its charter)
          

Delaware                     1-10704                75-2241783
(State or other              (Commission File      (IRS Employer
jurisdiction of               Number)       Identification No.)
incorporation)

               1901 Diplomat Drive, Farmers Branch, Texas  75234
              (Address of principal executive offices) (Zip Code)

               Registrant's telephone number, including area code:
                                (972) 484-9484

                                Not Applicable
        (Former name or former address, if changed since last report)

Item 5.  Other Events

     Incorporated herein by reference is a press release attached hereto
as Exhibit  5(a) and  previously released  by Registrant  through  media
sources concerning the acquisition of 5%  of the Company's common  stock
by Oaktree Capital Management, LLC.

Exhibits Index:

Description of Exhibit
5(a) Press Release
SIGNATURE

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

Date:  January 5, 1999            
                             By: /s/ John P. Walker
                                 John P. Walker
                                 President, Chief Operating Officer and
                                 Chief Financial Officer

                              EXHIBIT 5(a)

FOR FURTHER INFORMATION:
At the Company:     At the Financial Relations Board:
John P. Walker      Scott Brooks         Tracy Gutwillig     Bob Schwaller
President           General Information  Analyst Inquiries   Media Inquiries
972/406-7108        972/450-6562         312/266-7800        972/640-6563

FOR IMMEDIATE RELEASE

           SPORT SUPPLY GROUP, INC. ANNOUNCES ACQUISITION OF 5% OF COMMON 
                     STOCK BY OAKTREE CAPITAL MANAGEMENT, LLC.
            SPORT SUPPLY IS RETAINING FINANCIAL ADVISOR TO EVALUATE 
              ALTERNATIVES TO INCREASE VALUE FOR ALL SHAREHOLDERS

DALLAS, TEXAS, (December  21, 1998) -  Sport Supply  Group, Inc.  (NYSE:
GYM) announced  today  that  Oaktree Capital  Management, LLC, an $11
billion private investment partnership specializing in investments in
undervalued  companies  ("Oaktree"),  filed  a  Schedule  13F  with the
Securities and  Exchange  Commission  reporting  that  Oaktree  recently
acquired 382,945 shares  of Sport  Supply's common  stock.   Oaktree's
ownership equates to approximately 5% of Sport Supply's issued  and
outstanding common stock.

Sport Supply's  largest shareholder,  Emerson Radio  Corporation  (AMEX:
MSN), announced on Friday,  December 18, 1998  that Oaktree submitted  a
proposal to  acquire more than 29,000,000  shares of  Emerson's  common
stock owned by Geoffrey P. Jurick,  the Chairman of the Board and  Chief
Executive Officer of Emerson  and Sport Supply.   The 29,000,000  shares
are pledged to creditors of Mr. Jurick and constitute approximately  60%
of Emerson's issued  and outstanding  common stock.   Oaktree  currently
beneficially owns approximately 7%  of Emerson's issued and  outstanding
common stock.  If  Oaktree acquires Mr.  Jurick's ownership interest  in
Emerson, Oaktree will  beneficially own approximately  67% of  Emerson's
issued and outstanding common stock.

Emerson owns  2,269,500  shares  of  Sport  Supply's  common  stock  and
warrants to acquire  an additional  1,000,000 shares  of Sport  Supply's
common stock for $7.50 per share.  Sport Supply has 7,410,703 shares  of
issued and outstanding common stock, of which Emerson beneficially  owns
approximately 39%.  If Oaktree obtains control of Emerson, Oaktree  will
beneficially own approximately 44% of Sport Supply.
The proposal to acquire Mr. Jurick's ownership interest in  Emerson
is described in an amendment to a  Schedule 13D.  Oaktree stated in  the
Schedule 13D  that it  acquired its  initial  investment in  Emerson  in
connection  with  its  investigation  of  a  possible  restructuring  of
Emerson's balance sheet and asset deployment  strategy in a manner  that
will produce a favorable return on its investment.  Oaktree also  stated
in the Schedule 13D that potential restructuring strategies include, but
are not limited to,  an exchange of its  securities, properties or  cash
for assets of  Emerson, including the  shares of Sport  Supply owned  by
Emerson, a  sale of  Emerson's shares  of Sport  Supply in  one or  more
public or private  transactions or a  divestiture or  spin-off of  Sport
Supply.  Oaktree went  on to say that  it is not  seeking to change  the
operating management of Emerson or its strategic course.  As a condition
of the proposal to acquire the 29,000,000 shares, Oaktree indicated that
all corporate governance issues with respect to Emerson and Sport Supply
be resolved to its sole approval.

Geoffrey P. Jurick,  Chairman of the  Board and  Chief  Executive
Officer of Emerson and Sport Supply,  stated, "Although Oaktree has  not
filed a  Schedule 13D  with respect  to  Oaktree's investment  in  Sport
Supply, it  appears that  Oaktree's intent  is to  obtain a  controlling
position in Sport  Supply by obtaining  control of  Emerson.   Obtaining
control of  Emerson would  possibly enable  Oaktree to  gain control  of
Sport Supply at  a deep discount  to Sport Supply's  true going  concern
value.   Oaktree  offered to  pay  approximately $14,600,000  to  obtain
control of Emerson.   Emerson's common stock  ownership in Sport  Supply
alone is valued  at approximately $16,000,000,  based upon  a $7  market
price.  This valuation does not include the Emerson warrants to purchase
1,000,000 shares of Sport Supply's common stock, any control premium  or
any other assets of Emerson."  Mr. Jurick referred to Oaktree's offer as
"unrealistically low."

Mr. Jurick  emphasized, "Oaktree  is one  of the  few investors  in  the
marketplace that has  recognized that  Sport Supply's  shares of  common
stock are  significantly undervalued.   We  are fully  aware that  Sport
Supply's shares  have  been  trading at  a  deep  discount  despite  the
Company's strong financial performance.  Consequently, Sport Supply  has
repurchased approximately 1,000,000 shares  of common stock since  Sport
Supply announced its share repurchase program in 1997.  The Sport Supply
Board recently approved repurchasing  an additional 1,000,000 shares  of
its common stock."

Mr. Jurick also stated that he believed Sport Supply's share price  does
not reflect the  Company's many accomplishments  since Emerson  obtained
its ownership position in December 1996, including the following:

Increased earnings by approximately 700%
Increased earnings before income tax by approximately 800%
Increased gross revenues by approximately 23%
Increased cash flow per share from $0.36 to approximately $1.00
Divested unprofitable operations
Reduced debt from 45% to 6% of total capital
Mr. Jurick concluded, "Sport Supply had now established its  credibility
in the marketplace and  that the Sport Supply  Board of Directors  would
take all actions reasonably necessary to ensure that all shareholders of
the Company benefit by the many  positive changes taking place at  Sport
Supply.  In  order to  maintain Sport  Supply's strong  momentum, it  is
imperative that  Sport  Supply  has  continuity  and  stability  in  its
leadership and policies.  While we appreciate the sudden strong interest
in Emerson and  Sport Supply,  we do not  intend for  Emerson and  Sport
Supply to be acquired for less than their true value."

Sport Supply  Group is  the leading  direct marketer  of sporting  goods
equipment to the institutional  marketplace.  Professional athletes  and
amateur  athletes  in  schools,  colleges,  universities,   governmental
agencies, camps and youth organizations  use the Company's products  and
proprietary brands across the country.

This news release,  other than the  historical information, consists  of
forward looking statements that involve risks and uncertainties detailed
from time  to time  in the  Company's filings  with the  Securities  and
Exchange Commission, including  the Company's Reports  on Form 10-K  and
Form 10-Q.  Actual results may vary materially.