8-K

                      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):
                         August 6, 1999 (August 5, 1999)


                         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 potential acquisition of shares of Registrant's Common Stock
and Registrant's Warrants by OCM Principal Opportunities Fund L.P. from
Emerson Radio Corp.


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:  August 6, 1999      By: /s/ John P. Walker
                               John P. Walker
                               President and Chief Financial Officer

EX-5

                                                EXHIBIT 5(a)


FOR FURTHER INFORMATION:

At the Company:
John P. Walker
President
972/406-7108

Michele Girard
Shareholder Relations
972/406-7166

FOR IMMEDIATE RELEASE
August 5, 1999


      SPORT SUPPLY GROUP ANNOUNCES AMENDED 13D FILINGS BY OAKTREE CAPITAL
                      MANAGEMENT AND EMERSON RADIO CORP.

     Oaktree Letter of Intent Provides for Acquisition of Control Block from
                      Emerson Radio Corp. at Premium to Market

                Oaktree to beneficially own 46% of Sport Supply Group


August 5, 1999 Dallas, Texas (NYSE-"GYM") - Sport Supply Group, Inc.
today announced that the OCM Principal Opportunities Fund L.P. ("OCM"),
an investment fund managed by Oaktree Capital Management, LLC and
Emerson Radio Corp. ("Emerson") have each filed an amended 13D with the
Securities and Exchange Commission with respect to Sport Supply Group.
According to the amended 13Ds, OCM has signed a letter of intent with
Emerson to acquire 2,269,500 shares of Sport Supply Group common stock
and warrants to purchase an additional 1,300,000 shares of Sport Supply
Group common stock from Emerson and a significant shareholder of
Emerson.   After giving effect to the transaction, OCM would
beneficially own approximately 46% of Sport Supply's issued and
outstanding common stock.  Sport Supply Group currently has
approximately 7,252,000 shares of common stock outstanding.

Completion of the acquisition by OCM is subject to a number of
conditions, including without limitation OCM's satisfaction with its
pre-acquisition due diligence review of Sport Supply Group, the
execution of mutually satisfactory definitive agreements among the
parties, regulatory and court approvals and receipt by Emerson's Board
of a fairness opinion.  The OCM filing indicates it intends to retain
senior management as part of the acquisition.

Commenting on the proposed transaction, John P. Walker, President,
stated, "Upon consummation of this transaction, OCM will become the
largest shareholder of Sport Supply Group with its 46% beneficial
ownership interest.  OCM's strategy and track record is to capitalize on
undervalued companies and support growth initiatives with additional
capital investment alternatives.  As a major shareholder of Sport Supply
Group prior to this announcement, representatives from OCM and Sport
Supply Group have held several meetings to discuss Sport Supply Group's
long-term growth opportunities and strategic goals.  OCM's interest in
making a significant investment in the stock of this Company at a
premium to the current market endorses management's belief that Sport
Supply Group's long term value as an efficient and effective
manufacturer, marketer and distributor of institutional sporting goods
is yet to be realized.  We look forward to working with OCM to enhance
the value for all our shareholders of Sport Supply Group and leverage
additional opportunities in our industry."

Mr. Stephen Kaplan, Principal of OCM stated, "We are pleased to have
reached an agreement to buy the stock of Sport Supply owned by Emerson
and look forward to closing the transaction upon satisfaction of the
relevant conditions.  We believe the Company is well positioned for both
internal growth and to be a major participant in the consolidation of
the institutional sporting goods industry."

Sport Supply Group is the leading direct marketer of sporting goods
equipment to the institutional market place.  The Company's products and
proprietary brands are used by professional and amateur athletes in
schools, colleges, universities, governmental agencies, camps and youth
organizations 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.