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

                                        Registration No. 333-

          SECURITIES AND EXCHANGE COMMISSION
               WASHINGTON, D.C. 20549

                      FORM S-8

           REGISTRATION STATEMENT UNDER THE
                SECURITIES ACT OF 1933

                SPORT SUPPLY GROUP, INC.
     (Exact Name of Registrant as Specified in Its Charter)

          Delaware                     75-2241783
(State or Other Jurisdiction of      (I.R.S. Employer
Incorporation or Organization)       Identification No.)

                  1901 Diplomat Drive
              Farmers Branch, Texas 75234
                   (972) 484-9484
     (Address, including Zip Code, and Telephone Number,
       including Area Code, of Registrant's Principal
                   Executive Offices)

        SPORT SUPPLY GROUP, INC. STOCK OPTION AGREEMENT
              RESTRICTED STOCK AWARD AGREEMENT
        SPORT SUPPLY GROUP, INC. AMENDED AND RESTATED
                     STOCK OPTION PLAN
                   (Full Title of Plans)


                    TERRENCE M. BABILLA,
                  CHIEF OPERATING OFFICER,
                  EXECUTIVE VICE PRESIDENT,
                GENERAL COUNSEL AND SECRETARY
                   SPORT SUPPLY GROUP, INC.
                    1901 DIPLOMAT DRIVE
                FARMERS BRANCH, TEXAS 75234
                      (972) 484-9484
          (Name, Address, and Telephone Number,
          including Area Code, of Agent for Service)
<PAGE>
             CALCULATION OF REGISTRATION FEE

                                    Proposed        Proposed
Title of each        Amount         Maximum         Maximum         Amount of
class of Securities  to be          Offering Price  Aggregate       Registration
to be Registered     Registered(1)  per Share(2)    Offering Price  Fee

Common Stock, $.01    688,426       $7.63           $5,183,265      $1,369.00
par value

 (1) Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate
additional amount of shares of Common Stock to be offered or sold
pursuant to the antidilution provisions in the Stock Option Agreement,
the Restricted Stock Award Agreement and the Amended and Restated Stock
Option Plan.

(2)  Estimated solely for the purpose of calculating the registration
fee.  Calculated pursuant to Rule 457(c) and (h) of the Securities Act.
Accordingly the price per share of the Common Stock offered hereunder is
based upon (i) 28,418 shares of Common Stock issued as Restricted Stock,
at a price per share of $5.19, which is based upon the average of the high
and low prices reported for the Common Stock on the New York Stock Exchange,
Inc. on May 3, 2000 and (ii) 660,008 shares of Common Stock reserved for
issuance under the Sport Supply Group, Inc. Stock Option Agreement and
the Sport Supply Group, Inc. Amended and Restated Stock Option Plan at
a weighted average exercise price of $7.63 per share.

                          SPORT SUPPLY GROUP, INC.

                        688,426 Shares of Common Stock.

     This prospectus relates to an offering of up to 688,426 shares of
common stock, par value $.01 per share, of Sport Supply Group, Inc., a
Delaware corporation (we sometimes refer to ourselves as "SSG"),
consisting of (1) 100,000 shares that may be issued pursuant to the
Sport Supply Group, Inc. Stock Option Agreement, dated January 1, 1997
and as amended January 16, 1998, between SSG and Adam Blumenfeld, (2)
28,418 shares that were issued pursuant to the Restricted Stock Award
Agreement, dated January 14, 1998, between SSG and John P. Walker, and
(3) 560,008 shares of our common stock issued or reserved for issuance
to affiliates (as defined in Rule 405 of the Securities Act of 1933, as
amended (we refer to it as the "Securities Act")) of SSG pursuant to the
Sport Supply Group, Inc. Amended and Restated Stock Option Plan.  This
prospectus also covers such additional shares of common stock that may
be offered or sold pursuant to the antidilution provisions in the stock
option agreement, the restricted stock award agreement or the amended
and restated stock option plan.
<PAGE>
     SSG's stock offered hereby is for the account of Adam Blumenfeld,
John P. Walker, Geoffrey P. Jurick and Terrence M. Babilla (we refer to
such persons as the "selling stockholders") and we will not receive any
proceeds.  You will find discussion concerning the selling stockholders
in a later section of this prospectus entitled "Selling Stockholders."
The shares covered by this prospectus may be offered in transactions on
the New York Stock Exchange, Inc. (we refer to it as the "NYSE"), in
negotiated transactions, or through a combination of such methods of
distribution, at prices relating to the prevailing market prices or at
negotiated prices.  You will find more information on how the shares
will be offered and sold in a section of this prospectus entitled "Plan
of Distribution."  Our common stock is quoted on the NYSE under the
symbol "GYM."  We have listed the shares of common stock offered hereby
on the NYSE.  On May 4, 2000, the last sale price of our common
stock, as reported by the NYSE, was $5.25 per share.

     Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved the common stock
described in this prospectus or passed upon the accuracy or adequacy of
this prospectus.  Any representation to the contrary is a criminal
offense.

     You should only purchase shares if you can afford a complete loss
of your investment.  For more in this regard, please carefully review
our Annual Report on Form 10-K for the fiscal year ended October 1, 1999
and our Report on Form 10-Q for the Quarter ended December 31, 1999 (see
the section of this prospectus entitled "Incorporation of Documents by
reference" for how to access it).  The risks described therein are not
the only ones facing us.  If any risks actually occur, our business,
financial condition, prospects or results of operations could be
materially and adversely affected such that the trading price of our
common stock could decline.  In that case, you may lose some or all of
your investment.

     You should rely only on the information contained in this document
or to which we have referred you.  We have not authorized anyone to
provide you with any other or differing information.  We do not by the
delivery of this prospectus or any sale made through this prospectus
make any direct or indirect statement or implication that there has been
no change in our affairs since the date of this prospectus. This
prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered securities to
which it relates.  It also does not constitute an offer to sell, or a
solicitation of an offer to buy, such securities in any circumstances in
which such offer or solicitation is unlawful.
<PAGE>
The date of this prospectus is May 4, 2000.


                        TABLE OF CONTENTS

Incorporation of Documents by Reference            4
Where You Can Get More Information                 5
Summary                                            6
Selling Stockholders                               8
Plan of Distribution                              10
Use of Proceeds                                   11
Legal Matters                                     11
Experts                                           11


                INCORPORATION OF DOCUMENTS BY REFERENCE

Our fiscal year end is the Friday closest to September 30.  In 1999, our
fiscal year ended on October 1, 1999.  We furnish our stockholders with
annual reports containing audited financial statements and other
appropriate reports.  We also file annual, quarterly and current
reports, proxy statements and other information with the United States
Securities and Exchange Commission (we refer to it as the "SEC").
Instead of repeating in this prospectus information that we have already
filed with the SEC, rules of the SEC permit us to incorporate by
reference the information we file with them.  These rules mean that we
can disclose important information to you by referring you to those
documents that we have previously filed with the SEC.  These documents
are considered to be part of this prospectus.  Any documents that we
file with the SEC in the future will also be considered to be part of
this prospectus and will automatically update and supersede the
information in this prospectus.  Specifically, we incorporate by
reference the documents listed below and any future filings we make with
the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, as amended (we refer to this as the "Exchange
Act"), until the selling stockholders sell all of the shares of common
stock offered by this prospectus.
<PAGE>
     Upon oral or written request, we will provide you and every person
to whom a copy of this prospectus is delivered, at no charge, a copy of
any or all of the documents incorporated by reference herein (other than
exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the information that this prospectus
incorporates).  Requests should be directed to:

               Sport Supply Group, Inc.
               1901 Diplomat Drive
               Farmers Branch, Texas 75234
               Attention:  General Counsel
               Telephone Number: (972) 484-9484

     We have incorporated the following documents into this prospectus
by reference:

- Our Annual Report on Form 10-K which contains audited financial
statements for the fiscal year ended October 1, 1999;

- All reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since such 10-K, including our Report on Form 10-Q for the Quarter
ended December 31, 1999; and

- Form 8-A, dated March 5, 1991, containing a description of our common
stock, and including any amendment or report filed for the purpose of
updating such description (SEC File No. 1-10704).

                WHERE YOU CAN GET MORE INFORMATION

     We are subject to the informational reporting requirements of the
Exchange Act.  Pursuant to the Exchange Act, we file reports and other
information with the SEC.  You can read and copy reports, proxy
statements, information statements, and other information in the SEC's
Public Reference Room at Judiciary Plaza, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549-1004.  You can obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-
0330.

     We are a publicly held corporation and our common stock is traded
on the NYSE under the symbol "GYM."  Our reports, proxy statements,
information statements, and other information can be inspected at the
offices of the NYSE, 20 Broad Street, New York, New York 10005.  We
intend to furnish our stockholders with annual reports containing
audited financial statements and such other periodic reports as we
determine to furnish or as may be required by law.
<PAGE>
     We have filed with the SEC a Registration Statement on Form S-8 (we
refer to it as the "Registration Statement") under the Securities Act
with respect to the stock offered hereby.  This prospectus is a part of
the Registration Statement.  In accordance with the SEC's rules, we have
omitted from this prospectus certain parts of the Registration
Statement.  For further information, you may inspect the Registration
Statement at the SEC's Public Reference Room.  Additionally, we will
furnish you a copy upon request at no charge.

     The SEC maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that
file electronically with the SEC such as us.  The SEC site is
http://www.sec.gov.

                           SUMMARY

     This summary highlights some important information, but does not
contain all material information about the offering or us.  You should
read this summary with the more detailed information contained
throughout or incorporated by reference in this prospectus and our
financial statements and notes contained or incorporated by reference in
this prospectus.

                    Sport Supply Group, Inc.

     We are one of the largest direct mail marketers of sports related
equipment and leisure products to the institutional market in the United
States.  SSG serves the institutional market, which is generally
comprised of:

- Schools;
- Colleges;
- Universities;
- Government Agencies;
- Military Facilities;
- Athletic Clubs;
- Athletic Teams and Dealers;
- Youth Sports Leagues; and
- Recreational Organizations.

     We offer a broad line of institutional-grade equipment and provide
customer service and sales efforts using sales personnel strategically
<PAGE>
located in certain large metropolitan areas, toll-free telephone sales
and service personnel and nine Internet sites.  We believe that our
prompt delivery of a broad range of institutional-grade products at
competitive prices differentiates us from the retail sporting goods
stores that primarily serve the consumer market.  We market
approximately 8,000 sports related equipment products to over 100,000
institutional, retail, mass merchant and team dealer customers.

     Our net revenues have increased from $65 million in fiscal year
1995 to $107 million for the fiscal year ended October 1, 1999.  We
believe this is due to strategic acquisitions and the successful
development of an extensive mail order marketing program and competitive
pricing programs.

     During fiscal year 1999, we successfully completed the
implementation of our new, Year 2000 compliant SAP/AS400 ERP Information
Technology (IT) platform.  This new system fully integrates all our
business, operational and accounting applications.

     During fiscal 1999, we announced that the initial launch of nine
Internet websites was functional and that such websites enable our
customers to transact business by way of the Internet.  In addition to
placing orders, customers can access account balances, order
information, shipment information and a series of other customer related
data on a real time basis with a direct connection to SSG via the
Internet.  SSG's Internet websites permit our customers to do business
with us seven days a week, twenty-four hours a day.  We believe the
majority of our customers have access to the Internet and view the
placing of orders and accessing their account information over the
Internet as a significant benefit.  In time, we expect a large portion
of our customer base will look to the Internet and E-Commerce as the
predominant method of quoting, ordering and procuring products and
servicing customer needs.  Our sourcing, warehousing, distribution and
fulfillment capabilities, in addition to the new integrated SAP/AS400
ERP system, provide the necessary capacities, logistics and information
technological support to meet the demands and growth potential of E-
Commerce.  We view the continued expansion of customer connectivity via
the Internet as vital to our future growth.
<PAGE>
The nine marketing Internet website addresses are as follows:

- bsnsports.com;
- leaguedirect.com;
- us-games.com;
- esportsonline.com;
- championbarbell.com;
- bsngsanaf.com;
- newenglandcamp.com;
- portapit.com; and
- atec-sports.com.

     We are a Delaware corporation incorporated in 1982 and in 1988 became
the successor of an operating division of Aurora Electronics, Inc.
(f/k/a BSN Corp. and referred to herein as "Aurora").  Before the
completion of our initial public offering of 3,500,000 shares of common
stock in April 1991, we were a wholly-owned subsidiary of Aurora.  We
have two wholly-owned subsidiaries:  (1) Athletic Training Equipment
Company, Inc., a Delaware corporation, acquired in December 1997, which
was previously named Sport Supply Group International Holdings, Inc. and
(2) Conlin Sports, Inc., a California corporation, acquired in January
1999.

     Our executive offices are located at 1901 Diplomat Drive, Farmers
Branch, Texas 75234-8914 and our telephone number is (972) 484-9484.

                     SELLING STOCKHOLDERS

     John P. Walker, Adam Blumenfeld, Geoffrey P. Jurick and Terrence M.
Babilla are selling stockholders and received their shares or will
receive their shares either under securities agreements we entered with
them or under our amended and restated stock option plan.  This
prospectus covers the resale of the following shares of our common
stock:

- 100,000 shares that may be issued to Mr. Blumenfeld under a stock
option agreement he entered with us.

- 28,418 shares issued as restricted shares (shares not freely tradable
until registered or exempted from registration) to Mr. Walker under a
restricted stock award agreement and 150,000 shares that may be issued
to Mr. Walker pursuant to our amended and restated stock option plan.
<PAGE>
- 300,000 shares that may be issued to Mr. Jurick under our amended and
restated stock option plan ; and

- 110,008 shares that may be issued to Mr. Babilla under our amended and
restated stock option plan.

     The selling stockholders may sell the number of shares of common
stock set forth opposite their respective names in the following table.
The table sets forth information with respect to the beneficial
ownership of our common stock by the selling stockholders as of
May 4, 2000.  All information with respect to the beneficial ownership
has been furnished by the respective selling stockholders:

                    Beneficial Ownership      Beneficial Ownership
                    Prior to Offering (1)     After Offering (2)

Name of Beneficial        Number of   Percent   Shares to    Number of  Percent
Owner                     Shares      of Class  be Sold       Shares    of Class


Adam Blumenfeld (3)       141,800      1.9%      100,000      41,800      *

John P. Walker (4)        186,079      2.6%      178,418       7,661      *

Geoffrey P. Jurick (5)  3,681,500     41.7%      300,000   3,381,000     40%

Terrence M. Babilla (6)   113,134      1.5%      110,008       3,126      *

*less than one percent

(1)  Includes shares of our common stock issuable upon the exercise of
stock options.

(2)  Assumes all the shares of common stock registered in the
Registration Statement will be offered and sold.

(3)  Mr. Blumenfeld was Vice President -- Sales and Marketing of SSG
from January 1998 until his resignation on December 31, 1999.

(4)  Mr. Walker currently serves as President and as a director of SSG.
In the last three years, Mr. Walker has served in other key executive
positions including Executive Vice President and Chief Financial Officer
and as one of our directors.
<PAGE>
(5)  Mr. Jurick has served as our Chairman of the Board since December
11, 1996 and as our Chief Executive Officer since January 23, 1997.  Mr.
Jurick has served as a director of Emerson Radio Corp., a Delaware
corporation listed on the American Stock Exchange under the symbol "MSN"
since 1990, and as Emerson's Chief Executive Officer and Chairman since
July 1992 and December 1993, respectively.  Mr. Jurick, directly and
indirectly, beneficially owns 61% of Emerson's common stock and may be
deemed to control Emerson.  As a result of such control, Mr. Jurick may
be deemed to beneficially own the 3,381,000 shares of our common stock
beneficially owned by Emerson, which includes 1,000,000 shares issuable
upon the exercise of warrants and 669,500 shares held by Emerson Radio
(Hong Kong) Limited, a wholly-owned subsidiary of Emerson.

(6)  Mr. Babilla has served as our Chief Operating Officer since
July 28, 1999, as General Counsel since March 13, 1995, as Secretary
since May 13, 1996 and as Executive Vice President since January 13, 1998.

                     PLAN OF DISTRIBUTION

     The common stock covered by this prospectus may be offered and sold
by one or more broker-dealers or agents, in one or more transactions
(which may involve crosses and block transactions) on the NYSE, in
negotiated transactions, or through a combination of such methods of
distribution, at prices related to prevailing market prices or at
negotiated prices.

     In the event one or more broker-dealers or agents agree to sell our
common stock, they may do so by purchasing it as principals or by
selling it as agent for the selling stockholders.  Any such broker-
dealers may receive compensation in the form of discounts, concessions,
or commissions from the selling stockholders or eventual purchasers
(such compensation as to a particular broker-dealer may be in excess of
customary compensation).

     Under applicable Exchange Act rules and regulations, any person
engaged in a distribution of the stock offered by this prospectus may
not simultaneously engage in market-making activities with respect to
our common stock for a period of two business days prior to the
commencement of such distribution.  In addition and without limiting the
foregoing, the selling stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder.
All of the foregoing may affect the marketability of the common stock
offered in this prospectus.
<PAGE>
     In order to comply with certain states' securities laws, if
applicable, our common stock will be sold in such jurisdictions only
through registered or licensed brokers or dealers.  In certain states,
our common stock may only be sold if it has been registered or qualified
for sale in such states or there has been compliance with an available
exemption from registration or qualification.

                       USE OF PROCEEDS

     We will not receive any proceeds from the offering.

                        LEGAL MATTERS

     The validity of the stock offered hereby will be passed upon for us
by Terrence M. Babilla, our Chief Operating Officer, Executive Vice
President, General Counsel and Secretary.

                            EXPERTS

     Our financial statements included in our Annual Report on Form 10-K
for the fiscal year ended October 1, 1999 referred to under the section
of this prospectus entitled, "Incorporation of Documents by Reference"
have been audited by Ernst & Young, LLP, independent auditors, as
indicated in their report with respect thereto, and are included herein
by reference in reliance upon such report given on the authority of such
firm as experts in accounting and auditing.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

     The following documents heretofore filed with the Securities and
Exchange Commission (the "SEC") by Sport Supply Group, Inc. ("SSG") are
incorporated by reference in this Registration Statement:

     (a)  SSG's Annual Report on Form 10-K for the fiscal year ended
October 1, 1999 (the "Annual Report").
<PAGE>
     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the document referred to in
(a) above, including, without limitation, SSG's Report on Form 10-Q for
the Quarter ended December 31, 1999.

     (c)  The description of SSG's common stock, par value $.01 (the
"Common Stock"), contained in SSG's Registration Statement on Form 8-A,
dated March 5, 1991, including any amendment or report filed for the
purpose of updating such description (SEC File No. 1-10704).

     All documents subsequently filed by SSG pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this Registration Statement which indicates that
all of the shares of Common Stock offered have been sold or which
deregisters all of such shares 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 (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").

     Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such
statement.  Any 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.

     Terrence M. Babilla, Chief Operating Officer, Executive Vice
President, General Counsel and Secretary of SSG, rendered the opinion
attached hereto as Exhibit 5.1.
<PAGE>
Item 6.   Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law (the "DGCL")
permits indemnification of directors, officers and employees of a
corporation against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement of litigation under certain
conditions and subject to certain limitations.

     SSG's Amended and Restated Certificate of Incorporation and Amended
and Restated Bylaws provide that officers and directors who are made a
party to or are threatened to be made a party to or are otherwise
involved in any action, suit, or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason
of the fact that he or she is or was an officer or director of SSG or is
or was serving at the request of SSG as a director or officer of another
entity shall be indemnified and held harmless by SSG to the fullest
extent authorized by the DGCL against all expense, liability and loss
reasonably incurred or suffered by such person in connection therewith.
The right to indemnification includes the right to be paid by SSG for
expenses incurred in defending any such proceeding in advance of its
final disposition.  Officers and directors are not entitled to
indemnification if such persons did not meet the applicable standard of
conduct set forth in the DGCL for officers and directors.

     SSG has also entered into Indemnification Agreements with each of
its officers and directors.  The Indemnification Agreements provide that
SSG shall indemnify such persons to the fullest extent permitted by the
DGCL or any other applicable law, SSG's Amended and Restated Certificate
of Incorporation and SSG's Amended and Restated Bylaws.

     The effect of the foregoing will be to eliminate the right of SSG
and its stockholders (through stockholders' derivative suits on behalf
of SSG) to recover monetary damages against a director or officer for
breach of a fiduciary duty as a director or officer (including breaches
resulting from grossly negligent behavior), except where such persons
fail to meet the applicable standard of conduct set forth in the DGCL
for directors and officers.

     Insofar as indemnification by SSG for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to directors, officers or persons controlling SSG pursuant to
the foregoing provisions, SSG has been informed that in the opinion of
the SEC such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
<PAGE>
Item 7.   Exemption from Registration Claimed.

     The securities registered hereunder were originally issued in
transactions SSG believes to be exempt under Section 4(2) of the
Securities Act.  The Sport Supply Group, Inc. Stock Option Agreement was
entered into between SSG and Adam Blumenfeld in a single transaction
apart from any general SSG employee benefit plan and with no general
solicitation.  SSG has not entered into similar transactions with other
individuals.  The Restricted Stock Award Agreement was entered into
between SSG and  John P. Walker in a single transaction apart from any
general SSG employee benefit plan and with no general solicitation.  SSG
has not entered into similar transactions with other individuals.

Item 8.   Exhibits.

*4.1 Sport Supply Group, Inc. Stock Option Agreement, dated January 1,
     1997 and as amended January 16, 1998, between Sport Supply Group,
     Inc. and Adam Blumenfeld, as amended

4.2  Restricted Stock Award Agreement, dated January 14, 1998, between
     Sport Supply Group, Inc. and John P. Walker (incorporated by reference
     from Exhibit 10.6 to SSG's Report on Form 10-Q for the quarter ended
     April 3, 1998)

4.3  Sport Supply Group, Inc. Amended and Restated Stock Option Plan
     (incorporated by reference from Exhibit 4.1 to SSG's Registration
     Statement on Form S-8 (Registration No. 333-27193))

*5.1   Opinion of Terrence M. Babilla

*23.1  Consent of Terrence M. Babilla (contained in Exhibit 5.1).

*23.2  Consent of Ernst & Young, LLP

 24.0  Power of Attorney is found following the signature page.

* Filed herewith

Item 9.   Undertakings.
<PAGE>
     SSG hereby undertakes:

     (a)

     (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;

     (ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;

     (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the 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 with or
furnished to the SEC by SSG pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement 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.

     (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)  SSG hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of SSG's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report
<PAGE>
pursuant to Section 15(d) of the Exchange Act) 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 by SSG for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of SSG pursuant to the provisions described in Item
6, or otherwise, SSG has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a
claim for indemnification by SSG against such liabilities (other than
the payment by SSG of expenses incurred or paid by a director, officer
or controlling person of SSG 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, SSG 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 Securities Act and will be governed by the final
adjudication of such issue.

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, SSG
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 Farmers Branch, State of
Texas, on May 4, 2000.


                                SPORT SUPPLY GROUP, INC.

                                By:  /S/ GEOFFREY P. JURICK
                                Name: Geoffrey P. Jurick
                               Title: Chairman of the Board
                                      and Chief Executive Officer
<PAGE>
                         POWER OF ATTORNEY

     We, the undersigned officers and directors of Sport Supply Group,
Inc., hereby severally constitute and appoint Geoffrey P. Jurick, John
P. Walker and Terrence M. Babilla, and each of them, our true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for each of us in our name, place and stead, in any and
all capacities, to sign Sport Supply Group Inc.'s Registration Statement
on Form S-8, and any other Registration Statement relating to the same
offering, and any and all amendments thereto (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, and hereby grant to such attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done, as fully to all
intents and purposes as each of us might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them or his or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.

     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.


/s/ GEOFFREY P. JURICK   Chairman of the Board          May 1, 2000
    Geoffrey P. Jurick   and Chief Executive Officer

/S/ JOHN P. WALKER       President                      May 1, 2000
    John P. Walker

/S/ ROBERT K. MITCHELL  Chief Financial Officer         May 1, 2000
    Robert K. Mitchell

/S/ JOHNSON C.S. KO     Director                        May 1, 2000
    Johnson C.S. Ko

/S/ PETER G. BUNGER     Director                        May 1, 2000
    Peter G. Bunger

/S/ THOMAS P. TREICHLER Director                        May 1, 2000
    Thomas P. Treichler
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 35270}]
{"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": "S-8", "act": "33", "file-number": "333-36314", "film-number": "619584"}, "business-address": {"street1": "1901 DIPLOMAT DRIVE", "city": "FARMERS BRANCH", "state": "TX", "zip": "75234-8914", "phone": "972 484 9484"}}
As filed with the Securities and Exchange Commission on May 4, 2000.

                                        Registration No. 333-

          SECURITIES AND EXCHANGE COMMISSION
               WASHINGTON, D.C. 20549

                      FORM S-8

           REGISTRATION STATEMENT UNDER THE
                SECURITIES ACT OF 1933

                SPORT SUPPLY GROUP, INC.
     (Exact Name of Registrant as Specified in Its Charter)

          Delaware                     75-2241783
(State or Other Jurisdiction of      (I.R.S. Employer
Incorporation or Organization)       Identification No.)

                  1901 Diplomat Drive
              Farmers Branch, Texas 75234
                   (972) 484-9484
     (Address, including Zip Code, and Telephone Number,
       including Area Code, of Registrant's Principal
                   Executive Offices)

        SPORT SUPPLY GROUP, INC. STOCK OPTION AGREEMENT
              RESTRICTED STOCK AWARD AGREEMENT
        SPORT SUPPLY GROUP, INC. AMENDED AND RESTATED
                     STOCK OPTION PLAN
                   (Full Title of Plans)

                    TERRENCE M. BABILLA,
                  CHIEF OPERATING OFFICER,
                  EXECUTIVE VICE PRESIDENT,
                GENERAL COUNSEL AND SECRETARY
                   SPORT SUPPLY GROUP, INC.
                    1901 DIPLOMAT DRIVE
                FARMERS BRANCH, TEXAS 75234
                      (972) 484-9484
          (Name, Address, and Telephone Number,
          including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE

                                    Proposed        Proposed
Title of each        Amount         Maximum         Maximum         Amount of
class of Securities  to be          Offering Price  Aggregate       Registration
to be Registered     Registered(1)  per Share(2)    Offering Price  Fee

Common Stock, $.01    688,426       $7.63           $5,183,265      $1,369.00
par value

 (1) Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate
additional amount of shares of Common Stock to be offered or sold
pursuant to the antidilution provisions in the Stock Option Agreement,
the Restricted Stock Award Agreement and the Amended and Restated Stock
Option Plan.

(2)  Estimated solely for the purpose of calculating the registration
fee.  Calculated pursuant to Rule 457(c) and (h) of the Securities Act.
Accordingly the price per share of the Common Stock offered hereunder is
based upon (i) 28,418 shares of Common Stock issued as Restricted Stock,
at a price per share of $5.19, which is based upon the average of the high
and low prices reported for the Common Stock on the New York Stock Exchange,
Inc. on May 3, 2000 and (ii) 660,008 shares of Common Stock reserved for
issuance under the Sport Supply Group, Inc. Stock Option Agreement and
the Sport Supply Group, Inc. Amended and Restated Stock Option Plan at
a weighted average exercise price of $7.63 per share.

                          SPORT SUPPLY GROUP, INC.

                        688,426 Shares of Common Stock.

     This prospectus relates to an offering of up to 688,426 shares of
common stock, par value $.01 per share, of Sport Supply Group, Inc., a
Delaware corporation (we sometimes refer to ourselves as "SSG"),
consisting of (1) 100,000 shares that may be issued pursuant to the
Sport Supply Group, Inc. Stock Option Agreement, dated January 1, 1997
and as amended January 16, 1998, between SSG and Adam Blumenfeld, (2)
28,418 shares that were issued pursuant to the Restricted Stock Award
Agreement, dated January 14, 1998, between SSG and John P. Walker, and
(3) 560,008 shares of our common stock issued or reserved for issuance
to affiliates (as defined in Rule 405 of the Securities Act of 1933, as
amended (we refer to it as the "Securities Act")) of SSG pursuant to the
Sport Supply Group, Inc. Amended and Restated Stock Option Plan.  This
prospectus also covers such additional shares of common stock that may
be offered or sold pursuant to the antidilution provisions in the stock
option agreement, the restricted stock award agreement or the amended
and restated stock option plan.
SSG's stock offered hereby is for the account of Adam Blumenfeld,
John P. Walker, Geoffrey P. Jurick and Terrence M. Babilla (we refer to
such persons as the "selling stockholders") and we will not receive any
proceeds.  You will find discussion concerning the selling stockholders
in a later section of this prospectus entitled "Selling Stockholders."
The shares covered by this prospectus may be offered in transactions on
the New York Stock Exchange, Inc. (we refer to it as the "NYSE"), in
negotiated transactions, or through a combination of such methods of
distribution, at prices relating to the prevailing market prices or at
negotiated prices.  You will find more information on how the shares
will be offered and sold in a section of this prospectus entitled "Plan
of Distribution."  Our common stock is quoted on the NYSE under the
symbol "GYM."  We have listed the shares of common stock offered hereby
on the NYSE.  On May 4, 2000, the last sale price of our common
stock, as reported by the NYSE, was $5.25 per share.

     Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved the common stock
described in this prospectus or passed upon the accuracy or adequacy of
this prospectus.  Any representation to the contrary is a criminal
offense.

     You should only purchase shares if you can afford a complete loss
of your investment.  For more in this regard, please carefully review
our Annual Report on Form 10-K for the fiscal year ended October 1, 1999
and our Report on Form 10-Q for the Quarter ended December 31, 1999 (see
the section of this prospectus entitled "Incorporation of Documents by
reference" for how to access it).  The risks described therein are not
the only ones facing us.  If any risks actually occur, our business,
financial condition, prospects or results of operations could be
materially and adversely affected such that the trading price of our
common stock could decline.  In that case, you may lose some or all of
your investment.

     You should rely only on the information contained in this document
or to which we have referred you.  We have not authorized anyone to
provide you with any other or differing information.  We do not by the
delivery of this prospectus or any sale made through this prospectus
make any direct or indirect statement or implication that there has been
no change in our affairs since the date of this prospectus. This
prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered securities to
which it relates.  It also does not constitute an offer to sell, or a
solicitation of an offer to buy, such securities in any circumstances in
which such offer or solicitation is unlawful.
The date of this prospectus is May 4, 2000.

                        TABLE OF CONTENTS

Incorporation of Documents by Reference            4
Where You Can Get More Information                 5
Summary                                            6
Selling Stockholders                               8
Plan of Distribution                              10
Use of Proceeds                                   11
Legal Matters                                     11
Experts                                           11

                INCORPORATION OF DOCUMENTS BY REFERENCE

Our fiscal year end is the Friday closest to September 30.  In 1999, our
fiscal year ended on October 1, 1999.  We furnish our stockholders with
annual reports containing audited financial statements and other
appropriate reports.  We also file annual, quarterly and current
reports, proxy statements and other information with the United States
Securities and Exchange Commission (we refer to it as the "SEC").
Instead of repeating in this prospectus information that we have already
filed with the SEC, rules of the SEC permit us to incorporate by
reference the information we file with them.  These rules mean that we
can disclose important information to you by referring you to those
documents that we have previously filed with the SEC.  These documents
are considered to be part of this prospectus.  Any documents that we
file with the SEC in the future will also be considered to be part of
this prospectus and will automatically update and supersede the
information in this prospectus.  Specifically, we incorporate by
reference the documents listed below and any future filings we make with
the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, as amended (we refer to this as the "Exchange
Act"), until the selling stockholders sell all of the shares of common
stock offered by this prospectus.
Upon oral or written request, we will provide you and every person
to whom a copy of this prospectus is delivered, at no charge, a copy of
any or all of the documents incorporated by reference herein (other than
exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the information that this prospectus
incorporates).  Requests should be directed to:

               Sport Supply Group, Inc.
               1901 Diplomat Drive
               Farmers Branch, Texas 75234
               Attention:  General Counsel
               Telephone Number: (972) 484-9484

     We have incorporated the following documents into this prospectus
by reference:

- Our Annual Report on Form 10-K which contains audited financial
statements for the fiscal year ended October 1, 1999;

- All reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since such 10-K, including our Report on Form 10-Q for the Quarter
ended December 31, 1999; and

- Form 8-A, dated March 5, 1991, containing a description of our common
stock, and including any amendment or report filed for the purpose of
updating such description (SEC File No. 1-10704).

                WHERE YOU CAN GET MORE INFORMATION

     We are subject to the informational reporting requirements of the
Exchange Act.  Pursuant to the Exchange Act, we file reports and other
information with the SEC.  You can read and copy reports, proxy
statements, information statements, and other information in the SEC's
Public Reference Room at Judiciary Plaza, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549-1004.  You can obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-
0330.

     We are a publicly held corporation and our common stock is traded
on the NYSE under the symbol "GYM."  Our reports, proxy statements,
information statements, and other information can be inspected at the
offices of the NYSE, 20 Broad Street, New York, New York 10005.  We
intend to furnish our stockholders with annual reports containing
audited financial statements and such other periodic reports as we
determine to furnish or as may be required by law.
We have filed with the SEC a Registration Statement on Form S-8 (we
refer to it as the "Registration Statement") under the Securities Act
with respect to the stock offered hereby.  This prospectus is a part of
the Registration Statement.  In accordance with the SEC's rules, we have
omitted from this prospectus certain parts of the Registration
Statement.  For further information, you may inspect the Registration
Statement at the SEC's Public Reference Room.  Additionally, we will
furnish you a copy upon request at no charge.

     The SEC maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that
file electronically with the SEC such as us.  The SEC site is
http://www.sec.gov.

                           SUMMARY

     This summary highlights some important information, but does not
contain all material information about the offering or us.  You should
read this summary with the more detailed information contained
throughout or incorporated by reference in this prospectus and our
financial statements and notes contained or incorporated by reference in
this prospectus.

                    Sport Supply Group, Inc.

     We are one of the largest direct mail marketers of sports related
equipment and leisure products to the institutional market in the United
States.  SSG serves the institutional market, which is generally
comprised of:

- Schools;
- Colleges;
- Universities;
- Government Agencies;
- Military Facilities;
- Athletic Clubs;
- Athletic Teams and Dealers;
- Youth Sports Leagues; and
- Recreational Organizations.

     We offer a broad line of institutional-grade equipment and provide
customer service and sales efforts using sales personnel strategically
located in certain large metropolitan areas, toll-free telephone sales
and service personnel and nine Internet sites.  We believe that our
prompt delivery of a broad range of institutional-grade products at
competitive prices differentiates us from the retail sporting goods
stores that primarily serve the consumer market.  We market
approximately 8,000 sports related equipment products to over 100,000
institutional, retail, mass merchant and team dealer customers.

     Our net revenues have increased from $65 million in fiscal year
1995 to $107 million for the fiscal year ended October 1, 1999.  We
believe this is due to strategic acquisitions and the successful
development of an extensive mail order marketing program and competitive
pricing programs.

     During fiscal year 1999, we successfully completed the
implementation of our new, Year 2000 compliant SAP/AS400 ERP Information
Technology (IT) platform.  This new system fully integrates all our
business, operational and accounting applications.

     During fiscal 1999, we announced that the initial launch of nine
Internet websites was functional and that such websites enable our
customers to transact business by way of the Internet.  In addition to
placing orders, customers can access account balances, order
information, shipment information and a series of other customer related
data on a real time basis with a direct connection to SSG via the
Internet.  SSG's Internet websites permit our customers to do business
with us seven days a week, twenty-four hours a day.  We believe the
majority of our customers have access to the Internet and view the
placing of orders and accessing their account information over the
Internet as a significant benefit.  In time, we expect a large portion
of our customer base will look to the Internet and E-Commerce as the
predominant method of quoting, ordering and procuring products and
servicing customer needs.  Our sourcing, warehousing, distribution and
fulfillment capabilities, in addition to the new integrated SAP/AS400
ERP system, provide the necessary capacities, logistics and information
technological support to meet the demands and growth potential of E-
Commerce.  We view the continued expansion of customer connectivity via
the Internet as vital to our future growth.
The nine marketing Internet website addresses are as follows:

- bsnsports.com;
- leaguedirect.com;
- us-games.com;
- esportsonline.com;
- championbarbell.com;
- bsngsanaf.com;
- newenglandcamp.com;
- portapit.com; and
- atec-sports.com.

     We are a Delaware corporation incorporated in 1982 and in 1988 became
the successor of an operating division of Aurora Electronics, Inc.
(f/k/a BSN Corp. and referred to herein as "Aurora").  Before the
completion of our initial public offering of 3,500,000 shares of common
stock in April 1991, we were a wholly-owned subsidiary of Aurora.  We
have two wholly-owned subsidiaries:  (1) Athletic Training Equipment
Company, Inc., a Delaware corporation, acquired in December 1997, which
was previously named Sport Supply Group International Holdings, Inc. and
(2) Conlin Sports, Inc., a California corporation, acquired in January
1999.

     Our executive offices are located at 1901 Diplomat Drive, Farmers
Branch, Texas 75234-8914 and our telephone number is (972) 484-9484.

                     SELLING STOCKHOLDERS

     John P. Walker, Adam Blumenfeld, Geoffrey P. Jurick and Terrence M.
Babilla are selling stockholders and received their shares or will
receive their shares either under securities agreements we entered with
them or under our amended and restated stock option plan.  This
prospectus covers the resale of the following shares of our common
stock:

- 100,000 shares that may be issued to Mr. Blumenfeld under a stock
option agreement he entered with us.

- 28,418 shares issued as restricted shares (shares not freely tradable
until registered or exempted from registration) to Mr. Walker under a
restricted stock award agreement and 150,000 shares that may be issued
to Mr. Walker pursuant to our amended and restated stock option plan.
- 300,000 shares that may be issued to Mr. Jurick under our amended and
restated stock option plan ; and

- 110,008 shares that may be issued to Mr. Babilla under our amended and
restated stock option plan.

     The selling stockholders may sell the number of shares of common
stock set forth opposite their respective names in the following table.
The table sets forth information with respect to the beneficial
ownership of our common stock by the selling stockholders as of
May 4, 2000.  All information with respect to the beneficial ownership
has been furnished by the respective selling stockholders:

                    Beneficial Ownership      Beneficial Ownership
                    Prior to Offering (1)     After Offering (2)

Name of Beneficial        Number of   Percent   Shares to    Number of  Percent
Owner                     Shares      of Class  be Sold       Shares    of Class

Adam Blumenfeld (3)       141,800      1.9%      100,000      41,800      *

John P. Walker (4)        186,079      2.6%      178,418       7,661      *

Geoffrey P. Jurick (5)  3,681,500     41.7%      300,000   3,381,000     40%

Terrence M. Babilla (6)   113,134      1.5%      110,008       3,126      *

*less than one percent

(1)  Includes shares of our common stock issuable upon the exercise of
stock options.

(2)  Assumes all the shares of common stock registered in the
Registration Statement will be offered and sold.

(3)  Mr. Blumenfeld was Vice President -- Sales and Marketing of SSG
from January 1998 until his resignation on December 31, 1999.

(4)  Mr. Walker currently serves as President and as a director of SSG.
In the last three years, Mr. Walker has served in other key executive
positions including Executive Vice President and Chief Financial Officer
and as one of our directors.
(5)  Mr. Jurick has served as our Chairman of the Board since December
11, 1996 and as our Chief Executive Officer since January 23, 1997.  Mr.
Jurick has served as a director of Emerson Radio Corp., a Delaware
corporation listed on the American Stock Exchange under the symbol "MSN"
since 1990, and as Emerson's Chief Executive Officer and Chairman since
July 1992 and December 1993, respectively.  Mr. Jurick, directly and
indirectly, beneficially owns 61% of Emerson's common stock and may be
deemed to control Emerson.  As a result of such control, Mr. Jurick may
be deemed to beneficially own the 3,381,000 shares of our common stock
beneficially owned by Emerson, which includes 1,000,000 shares issuable
upon the exercise of warrants and 669,500 shares held by Emerson Radio
(Hong Kong) Limited, a wholly-owned subsidiary of Emerson.

(6)  Mr. Babilla has served as our Chief Operating Officer since
July 28, 1999, as General Counsel since March 13, 1995, as Secretary
since May 13, 1996 and as Executive Vice President since January 13, 1998.

                     PLAN OF DISTRIBUTION

     The common stock covered by this prospectus may be offered and sold
by one or more broker-dealers or agents, in one or more transactions
(which may involve crosses and block transactions) on the NYSE, in
negotiated transactions, or through a combination of such methods of
distribution, at prices related to prevailing market prices or at
negotiated prices.

     In the event one or more broker-dealers or agents agree to sell our
common stock, they may do so by purchasing it as principals or by
selling it as agent for the selling stockholders.  Any such broker-
dealers may receive compensation in the form of discounts, concessions,
or commissions from the selling stockholders or eventual purchasers
(such compensation as to a particular broker-dealer may be in excess of
customary compensation).

     Under applicable Exchange Act rules and regulations, any person
engaged in a distribution of the stock offered by this prospectus may
not simultaneously engage in market-making activities with respect to
our common stock for a period of two business days prior to the
commencement of such distribution.  In addition and without limiting the
foregoing, the selling stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder.
All of the foregoing may affect the marketability of the common stock
offered in this prospectus.
In order to comply with certain states' securities laws, if
applicable, our common stock will be sold in such jurisdictions only
through registered or licensed brokers or dealers.  In certain states,
our common stock may only be sold if it has been registered or qualified
for sale in such states or there has been compliance with an available
exemption from registration or qualification.

                       USE OF PROCEEDS

     We will not receive any proceeds from the offering.

                        LEGAL MATTERS

     The validity of the stock offered hereby will be passed upon for us
by Terrence M. Babilla, our Chief Operating Officer, Executive Vice
President, General Counsel and Secretary.

                            EXPERTS

     Our financial statements included in our Annual Report on Form 10-K
for the fiscal year ended October 1, 1999 referred to under the section
of this prospectus entitled, "Incorporation of Documents by Reference"
have been audited by Ernst & Young, LLP, independent auditors, as
indicated in their report with respect thereto, and are included herein
by reference in reliance upon such report given on the authority of such
firm as experts in accounting and auditing.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

     The following documents heretofore filed with the Securities and
Exchange Commission (the "SEC") by Sport Supply Group, Inc. ("SSG") are
incorporated by reference in this Registration Statement:

     (a)  SSG's Annual Report on Form 10-K for the fiscal year ended
October 1, 1999 (the "Annual Report").
(b)  All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the document referred to in
(a) above, including, without limitation, SSG's Report on Form 10-Q for
the Quarter ended December 31, 1999.

     (c)  The description of SSG's common stock, par value $.01 (the
"Common Stock"), contained in SSG's Registration Statement on Form 8-A,
dated March 5, 1991, including any amendment or report filed for the
purpose of updating such description (SEC File No. 1-10704).

     All documents subsequently filed by SSG pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this Registration Statement which indicates that
all of the shares of Common Stock offered have been sold or which
deregisters all of such shares 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 (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").

     Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such
statement.  Any 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.

     Terrence M. Babilla, Chief Operating Officer, Executive Vice
President, General Counsel and Secretary of SSG, rendered the opinion
attached hereto as Exhibit 5.1.
Item 6.   Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law (the "DGCL")
permits indemnification of directors, officers and employees of a
corporation against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement of litigation under certain
conditions and subject to certain limitations.

     SSG's Amended and Restated Certificate of Incorporation and Amended
and Restated Bylaws provide that officers and directors who are made a
party to or are threatened to be made a party to or are otherwise
involved in any action, suit, or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason
of the fact that he or she is or was an officer or director of SSG or is
or was serving at the request of SSG as a director or officer of another
entity shall be indemnified and held harmless by SSG to the fullest
extent authorized by the DGCL against all expense, liability and loss
reasonably incurred or suffered by such person in connection therewith.
The right to indemnification includes the right to be paid by SSG for
expenses incurred in defending any such proceeding in advance of its
final disposition.  Officers and directors are not entitled to
indemnification if such persons did not meet the applicable standard of
conduct set forth in the DGCL for officers and directors.

     SSG has also entered into Indemnification Agreements with each of
its officers and directors.  The Indemnification Agreements provide that
SSG shall indemnify such persons to the fullest extent permitted by the
DGCL or any other applicable law, SSG's Amended and Restated Certificate
of Incorporation and SSG's Amended and Restated Bylaws.

     The effect of the foregoing will be to eliminate the right of SSG
and its stockholders (through stockholders' derivative suits on behalf
of SSG) to recover monetary damages against a director or officer for
breach of a fiduciary duty as a director or officer (including breaches
resulting from grossly negligent behavior), except where such persons
fail to meet the applicable standard of conduct set forth in the DGCL
for directors and officers.

     Insofar as indemnification by SSG for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to directors, officers or persons controlling SSG pursuant to
the foregoing provisions, SSG has been informed that in the opinion of
the SEC such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
Item 7.   Exemption from Registration Claimed.

     The securities registered hereunder were originally issued in
transactions SSG believes to be exempt under Section 4(2) of the
Securities Act.  The Sport Supply Group, Inc. Stock Option Agreement was
entered into between SSG and Adam Blumenfeld in a single transaction
apart from any general SSG employee benefit plan and with no general
solicitation.  SSG has not entered into similar transactions with other
individuals.  The Restricted Stock Award Agreement was entered into
between SSG and  John P. Walker in a single transaction apart from any
general SSG employee benefit plan and with no general solicitation.  SSG
has not entered into similar transactions with other individuals.

Item 8.   Exhibits.

*4.1 Sport Supply Group, Inc. Stock Option Agreement, dated January 1,
     1997 and as amended January 16, 1998, between Sport Supply Group,
     Inc. and Adam Blumenfeld, as amended

4.2  Restricted Stock Award Agreement, dated January 14, 1998, between
     Sport Supply Group, Inc. and John P. Walker (incorporated by reference
     from Exhibit 10.6 to SSG's Report on Form 10-Q for the quarter ended
     April 3, 1998)

4.3  Sport Supply Group, Inc. Amended and Restated Stock Option Plan
     (incorporated by reference from Exhibit 4.1 to SSG's Registration
     Statement on Form S-8 (Registration No. 333-27193))

*5.1   Opinion of Terrence M. Babilla

*23.1  Consent of Terrence M. Babilla (contained in Exhibit 5.1).

*23.2  Consent of Ernst & Young, LLP

 24.0  Power of Attorney is found following the signature page.

* Filed herewith

Item 9.   Undertakings.
SSG hereby undertakes:

     (a)

     (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;

     (ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;

     (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the 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 with or
furnished to the SEC by SSG pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement 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.

     (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)  SSG hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of SSG's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 by SSG for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of SSG pursuant to the provisions described in Item
6, or otherwise, SSG has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a
claim for indemnification by SSG against such liabilities (other than
the payment by SSG of expenses incurred or paid by a director, officer
or controlling person of SSG 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, SSG 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 Securities Act and will be governed by the final
adjudication of such issue.

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, SSG
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 Farmers Branch, State of
Texas, on May 4, 2000.

                                SPORT SUPPLY GROUP, INC.

                                By:  /S/ GEOFFREY P. JURICK
                                Name: Geoffrey P. Jurick
                               Title: Chairman of the Board
                                      and Chief Executive Officer
POWER OF ATTORNEY

     We, the undersigned officers and directors of Sport Supply Group,
Inc., hereby severally constitute and appoint Geoffrey P. Jurick, John
P. Walker and Terrence M. Babilla, and each of them, our true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for each of us in our name, place and stead, in any and
all capacities, to sign Sport Supply Group Inc.'s Registration Statement
on Form S-8, and any other Registration Statement relating to the same
offering, and any and all amendments thereto (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, and hereby grant to such attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done, as fully to all
intents and purposes as each of us might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them or his or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.

     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.

/s/ GEOFFREY P. JURICK   Chairman of the Board          May 1, 2000
    Geoffrey P. Jurick   and Chief Executive Officer

/S/ JOHN P. WALKER       President                      May 1, 2000
    John P. Walker

/S/ ROBERT K. MITCHELL  Chief Financial Officer         May 1, 2000
    Robert K. Mitchell

/S/ JOHNSON C.S. KO     Director                        May 1, 2000
    Johnson C.S. Ko

/S/ PETER G. BUNGER     Director                        May 1, 2000
    Peter G. Bunger

/S/ THOMAS P. TREICHLER Director                        May 1, 2000
    Thomas P. Treichler