content: <PAGE>   1
  
        As filed with the Securities and Exchange Commission on May 15, 1997
                                                             Registration No. 33-
  --------------------------------------------------------------------------------
  
                        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.
  
                         1997 EMPLOYEE STOCK PURCHASE PLAN
  
                                (Full title of Plan)
  
                          --------------------------------
  
                                TERRENCE M. BABILLA,
                                  GENERAL COUNSEL
                              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
  
  <TABLE>
  <CAPTION>
  ---------------------------------------------------------------------------------------------------------------------
  
      TITLE OF EACH CLASS       AMOUNT           PROPOSED MAXIMUM            PROPOSED MAXIMUM             AMOUNT OF
         OF SECURITIES           TO BE            OFFERING PRICE                 AGGREGATE              REGISTRATION
       TO BE REGISTERED      REGISTERED(1)         PER SHARE(2)              OFFERING PRICE(2)               FEE
  ---------------------------------------------------------------------------------------------------------------------
  <S>                          <C>                   <C>                       <C>                        <C>   
    Common Stock,              800,000               $6.125                    $4,900,000                 $1,485
    $.01 par value
  ---------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended,
           there are also being registered such additional shares of Common Stock
           as may become issuable pursuant to the antidilution provisions of the
           1997 Employee Stock Purchase Plan. In addition, pursuant to Rule
           416(c) under the Securities Act of 1933, as amended, this registration
           statement also covers an indeterminate amount of interests to be
           offered or sold pursuant to the 1997 Employee Stock Purchase Plan
           described herein.
  
  (2)      Estimated solely for the purpose of calculating the registration fee
           on the basis of the average of the high and low prices paid for a
           share of Sport Supply Group, Inc. Common Stock on May 13, 1997, as
           reported on the New York Stock Exchange, all in accordance with Rule
           457(h) promulgated under the Securities Act of 1933, as amended.
  
  
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.
  
           Not required to be filed with this Registration Statement.
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           Not required to be filed with this Registration Statement.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents which have been heretofore filed with the
  Securities and Exchange Commission (the "Commission") by Sport Supply Group,
  Inc. (the "Company") are incorporated by reference in this Registration
  Statement:
  
           (a) Annual Report on Form 10-K for the fiscal year ended November 1,
  1996, which contains audited financial statements of the Company (the "1996
  10-K").
  
           (b) All reports filed by the Company pursuant to Sections 13(a) or 15
  (d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  since the 1996 10-K, including, without limitation, the Company's most recent
  Quarterly Report on Form 10-Q.
  
           (c) The description of the Company's common stock, par value $.01 per
  share, contained in the Company's Registration Statement on Form 8-A, dated
  March 5, 1991, including any amendment or report filed for the purpose of
  updating such description.
  
           All documents subsequently filed by the Company 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 securities offered have been sold or which deregisters all of such
  securities then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be a part hereof from the date
  of filing such documents.
  
           Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is
  incorporated or deemed to be incorporated by reference herein modifies or
  supersedes such statement. Any such statement so modified or superseded shall
  not be deemed, except as so modified or superseded, to constitute a part of
  this Registration Statement.
  
  
  
  
  
  
                                       II-1
  <PAGE>   3
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Terrence M. Babilla, General Counsel and Secretary of the Company,
  rendered the legal opinion attached hereto as Exhibit 5.
  
  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.
  
           The Company'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 the Company or is or was serving at the
  request of the Company as a director or officer of another entity shall be
  indemnified and held harmless by the Company 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 the Company 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.
  
           The Company has also entered into Indemnification Agreements with each
  of its officers and directors. The Indemnification Agreements provide that the
  Company shall indemnify such persons to the fullest extent permitted by the
  DGCL or any other applicable law, the Company's Amended and Restated
  Certificate of Incorporation and the Company's Amended and Restated Bylaws.
  
           The effect of the foregoing will be to eliminate the right of the
  Company and its stockholders (through stockholders' derivative suits on behalf
  of the Company) 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 the Company for liabilities arising
  under the Securities Act of 1933, as amended (the "Securities Act"), may be
  permitted to directors, officers or persons controlling the Company pursuant to
  the foregoing provisions, the Company has been informed that in the opinion of
  the Commission such indemnification is against public policy as expressed in
  the Securities Act and is therefore unenforceable.
  
  
  
                                       II-2
  <PAGE>   4
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
          Exhibit Number           Exhibit
  
          4.1                      Sport Supply Group, Inc. 1997 Employee Stock 
                                   Purchase Plan
  
          5.1                      Opinion of Terrence M. Babilla
  
          23.1                     Consent of Terrence M. Babilla
                                   (Contained in Exhibit 5.1)
  
          23.2                     Consent of Independent Public Accountants
  
          24.1                     Power of Attorney (see Page II-5 hereof)
  
  ITEM 9.  UNDERTAKINGS
  
           (a)      The undersigned registrant hereby undertakes:
  
                    (1) To file, during any period in which offers or sales are
           being made, a post-effective amendment to this registration statement:
  
                           (i) To include any prospectus required by Section
                    10(a)(3) of the Securities Act;
  
                           (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
           by the registrant 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 Securities Act, each such post-effective amendment shall be
           deemed to be a new registration statement to 
  
  
  
  
  
  
                                       II-3
  <PAGE>   5
  
           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 post-effective
           amendment any of the securities being registered which remain unsold
           at the termination of the offering.
  
          (b) Insofar as indemnification by the registrant for liabilities
  arising under the Securities Act may be permitted to directors, officers and
  controlling persons of the registrant pursuant to the provisions described in
  Item 6, or otherwise, the registrant has been advised that in the opinion of
  the Commission 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 the registrant against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer
  or controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  
  
  
  
                                       II-4
  <PAGE>   6
  
                                     SIGNATURES
  
          The Registrant. Pursuant to the requirements of the Securities Act of
  1933, the registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized in the City of Farmers Branch, State of Texas, on May
  14, 1997.
  
  
                                                  SPORT SUPPLY GROUP, INC.
  
  
                                                  By:  /s/ Peter S. Blumenfeld
                                                       --------------------------
                                                       Peter S. Blumenfeld, 
                                                       Peter S. Blumenfeld
                                                       President and
                                                       Chief  Operating Officer
  
  
                                 POWER OF ATTORNEY
  
          Each person whose signature appears below hereby constitutes and
  appoints Peter S. Blumenfeld and John P. Walker, his true and lawful
  attorney-in-fact and agent with full power of substitution and resubstitution,
  for him and in his name, place and stead, in any and all capacities, to sign
  any and all amendments (including post-effective amendments) to this
  Registration Statement, and to file the same, with all exhibits thereto, and
  other documents in connection therewith, with the Securities and Exchange
  Commission, and hereby grants to such attorney-in-fact and agent 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 he might or could
  do in person, hereby ratifying and confirming all that said attorney-in-fact
  and agent or his substitute or substitutes may lawfully do or cause to be done
  by virtue hereof.
  
  
  
                                       II-5
  <PAGE>   7
           The Registrant. Pursuant to the requirements of the Securities Act of
  1933, this Registration Statement has been signed by the following persons in
  the capacities indicated, on May 14, 1997.
  
          Signature                                    Title
  
  
     /s/  Geoffrey P. Jurick                   Chairman of the Board and
  -------------------------------------        Chief ExecutiveOfficer (Principal
          Geoffrey P. Jurick                   Executive Officer)
  
     /s/  Peter S. Blumenfeld                  Director
  -------------------------------------
          Peter S. Blumenfeld
  
     /s/  John P. Walker                       Executive Vice-President, Chief
  -------------------------------------        Financial Officer and Director
          John P. Walker                       (Principal Financial Officer
                                               and Principal Accounting Officer)
  
     /s/  Eugene I. Davis                      Director
  -------------------------------------
          Eugene I. Davis
  
     /s/  Johnson C. S. Ko                     Director
  -------------------------------------
          Johnson C. S. Ko
  
  /s/     Peter G. Bunger                      Director
  -------------------------------------
          Peter G. Bunger
  
  /s/     Dr. Thomas P. Treichler              Director
  -------------------------------------
          Dr. Thomas P. Treichler
  
  
  
  
  
  
  
  
  
                                       II-6
  <PAGE>   8
  
  
           The Plan. Pursuant to the requirements of the Securities Act of 1933,
  the persons who administer the 1997 Employee Stock Purchase Plan have 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 14, 1997.
  
                                              SPORT SUPPLY GROUP, INC.
                                              1997 EMPLOYEE STOCK PURCHASE PLAN
  
          Signature                                Title
  
  
  /s/     Peter G. Bunger                          Chairman of Compensation 
  -----------------------------------              Committee
          Peter G. Bunger
  
  
  /s/     Johnson C. S. Ko                         Member of Compensation
  -----------------------------------              Committee
          Johnson C. S. Ko
  
  
  
  
  
  
                                       II-7
  <PAGE>   9
                                 INDEX TO EXHIBITS
  
  
  
     Exhibit Number                              Exhibit
  
          4.1                      Sport Supply Group, Inc. 1997 Employee Stock 
                                   Purchase Plan
  
          5.1                      Opinion of Terrence M. Babilla
  
          23.1                     Consent of Terrence M. Babilla
                                   (Contained in Exhibit 5.1)
  
          23.2                     Consent of Independent Public Accountants
  
          24.1                     Power of Attorney (see Page II-5 hereof)
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18567}]
metadata_filer: {"company-data": {"conformed-name": "SPORT SUPPLY GROUP INC ET AL", "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": "333-27191", "film-number": "97608581"}, "business-address": {"street1": "1901 DIPLOMAT DR", "city": "FARMERS BRANCH", "state": "TX", "zip": "75234", "phone": "2144849484"}}
text: 1
  
        As filed with the Securities and Exchange Commission on May 15, 1997
                                                             Registration No. 33-
  --------------------------------------------------------------------------------
  
                        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.
  
                         1997 EMPLOYEE STOCK PURCHASE PLAN
  
                                (Full title of Plan)
  
                          --------------------------------
  
                                TERRENCE M. BABILLA,
                                  GENERAL COUNSEL
                              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
  ---------------------------------------------------------------------------------------------------------------------
  
      TITLE OF EACH CLASS       AMOUNT           PROPOSED MAXIMUM            PROPOSED MAXIMUM             AMOUNT OF
         OF SECURITIES           TO BE            OFFERING PRICE                 AGGREGATE              REGISTRATION
       TO BE REGISTERED      REGISTERED(1)         PER SHARE(2)              OFFERING PRICE(2)               FEE
  ---------------------------------------------------------------------------------------------------------------------
  Common Stock,              800,000               $6.125                    $4,900,000                 $1,485
    $.01 par value
  ---------------------------------------------------------------------------------------------------------------------
  (1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended,
           there are also being registered such additional shares of Common Stock
           as may become issuable pursuant to the antidilution provisions of the
           1997 Employee Stock Purchase Plan. In addition, pursuant to Rule
           416(c) under the Securities Act of 1933, as amended, this registration
           statement also covers an indeterminate amount of interests to be
           offered or sold pursuant to the 1997 Employee Stock Purchase Plan
           described herein.
  
  (2)      Estimated solely for the purpose of calculating the registration fee
           on the basis of the average of the high and low prices paid for a
           share of Sport Supply Group, Inc. Common Stock on May 13, 1997, as
           reported on the New York Stock Exchange, all in accordance with Rule
           457(h) promulgated under the Securities Act of 1933, as amended.
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.
  
           Not required to be filed with this Registration Statement.
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           Not required to be filed with this Registration Statement.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents which have been heretofore filed with the
  Securities and Exchange Commission (the "Commission") by Sport Supply Group,
  Inc. (the "Company") are incorporated by reference in this Registration
  Statement:
  
           (a) Annual Report on Form 10-K for the fiscal year ended November 1,
  1996, which contains audited financial statements of the Company (the "1996
  10-K").
  
           (b) All reports filed by the Company pursuant to Sections 13(a) or 15
  (d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  since the 1996 10-K, including, without limitation, the Company's most recent
  Quarterly Report on Form 10-Q.
  
           (c) The description of the Company's common stock, par value $.01 per
  share, contained in the Company's Registration Statement on Form 8-A, dated
  March 5, 1991, including any amendment or report filed for the purpose of
  updating such description.
  
           All documents subsequently filed by the Company 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 securities offered have been sold or which deregisters all of such
  securities then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be a part hereof from the date
  of filing such documents.
  
           Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is
  incorporated or deemed to be incorporated by reference herein modifies or
  supersedes such statement. Any such statement so modified or superseded shall
  not be deemed, except as so modified or superseded, to constitute a part of
  this Registration Statement.
  
                                       II-1
  3
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Terrence M. Babilla, General Counsel and Secretary of the Company,
  rendered the legal opinion attached hereto as Exhibit 5.
  
  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.
  
           The Company'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 the Company or is or was serving at the
  request of the Company as a director or officer of another entity shall be
  indemnified and held harmless by the Company 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 the Company 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.
  
           The Company has also entered into Indemnification Agreements with each
  of its officers and directors. The Indemnification Agreements provide that the
  Company shall indemnify such persons to the fullest extent permitted by the
  DGCL or any other applicable law, the Company's Amended and Restated
  Certificate of Incorporation and the Company's Amended and Restated Bylaws.
  
           The effect of the foregoing will be to eliminate the right of the
  Company and its stockholders (through stockholders' derivative suits on behalf
  of the Company) 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 the Company for liabilities arising
  under the Securities Act of 1933, as amended (the "Securities Act"), may be
  permitted to directors, officers or persons controlling the Company pursuant to
  the foregoing provisions, the Company has been informed that in the opinion of
  the Commission such indemnification is against public policy as expressed in
  the Securities Act and is therefore unenforceable.
  
                                       II-2
  4
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
          Exhibit Number           Exhibit
  
          4.1                      Sport Supply Group, Inc. 1997 Employee Stock 
                                   Purchase Plan
  
          5.1                      Opinion of Terrence M. Babilla
  
          23.1                     Consent of Terrence M. Babilla
                                   (Contained in Exhibit 5.1)
  
          23.2                     Consent of Independent Public Accountants
  
          24.1                     Power of Attorney (see Page II-5 hereof)
  
  ITEM 9.  UNDERTAKINGS
  
           (a)      The undersigned registrant hereby undertakes:
  
                    (1) To file, during any period in which offers or sales are
           being made, a post-effective amendment to this registration statement:
  
                           (i) To include any prospectus required by Section
                    10(a)(3) of the Securities Act;
  
                           (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
           by the registrant 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 Securities Act, each such post-effective amendment shall be
           deemed to be a new registration statement to 
  
                                       II-3
  5
  
           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 post-effective
           amendment any of the securities being registered which remain unsold
           at the termination of the offering.
  
          (b) Insofar as indemnification by the registrant for liabilities
  arising under the Securities Act may be permitted to directors, officers and
  controlling persons of the registrant pursuant to the provisions described in
  Item 6, or otherwise, the registrant has been advised that in the opinion of
  the Commission 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 the registrant against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer
  or controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act and will be governed by the final adjudication
  of such issue.
  
                                       II-4
  6
  
                                     SIGNATURES
  
          The Registrant. Pursuant to the requirements of the Securities Act of
  1933, the registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized in the City of Farmers Branch, State of Texas, on May
  14, 1997.
  
                                                  SPORT SUPPLY GROUP, INC.
  
                                                  By:  /s/ Peter S. Blumenfeld
                                                       --------------------------
                                                       Peter S. Blumenfeld, 
                                                       Peter S. Blumenfeld
                                                       President and
                                                       Chief  Operating Officer
  
                                 POWER OF ATTORNEY
  
          Each person whose signature appears below hereby constitutes and
  appoints Peter S. Blumenfeld and John P. Walker, his true and lawful
  attorney-in-fact and agent with full power of substitution and resubstitution,
  for him and in his name, place and stead, in any and all capacities, to sign
  any and all amendments (including post-effective amendments) to this
  Registration Statement, and to file the same, with all exhibits thereto, and
  other documents in connection therewith, with the Securities and Exchange
  Commission, and hereby grants to such attorney-in-fact and agent 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 he might or could
  do in person, hereby ratifying and confirming all that said attorney-in-fact
  and agent or his substitute or substitutes may lawfully do or cause to be done
  by virtue hereof.
  
                                       II-5
  7
           The Registrant. Pursuant to the requirements of the Securities Act of
  1933, this Registration Statement has been signed by the following persons in
  the capacities indicated, on May 14, 1997.
  
          Signature                                    Title
  
     /s/  Geoffrey P. Jurick                   Chairman of the Board and
  -------------------------------------        Chief ExecutiveOfficer (Principal
          Geoffrey P. Jurick                   Executive Officer)
  
     /s/  Peter S. Blumenfeld                  Director
  -------------------------------------
          Peter S. Blumenfeld
  
     /s/  John P. Walker                       Executive Vice-President, Chief
  -------------------------------------        Financial Officer and Director
          John P. Walker                       (Principal Financial Officer
                                               and Principal Accounting Officer)
  
     /s/  Eugene I. Davis                      Director
  -------------------------------------
          Eugene I. Davis
  
     /s/  Johnson C. S. Ko                     Director
  -------------------------------------
          Johnson C. S. Ko
  
  /s/     Peter G. Bunger                      Director
  -------------------------------------
          Peter G. Bunger
  
  /s/     Dr. Thomas P. Treichler              Director
  -------------------------------------
          Dr. Thomas P. Treichler
  
                                       II-6
  8
  
           The Plan. Pursuant to the requirements of the Securities Act of 1933,
  the persons who administer the 1997 Employee Stock Purchase Plan have 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 14, 1997.
  
                                              SPORT SUPPLY GROUP, INC.
                                              1997 EMPLOYEE STOCK PURCHASE PLAN
  
          Signature                                Title
  
  /s/     Peter G. Bunger                          Chairman of Compensation 
  -----------------------------------              Committee
          Peter G. Bunger
  
  /s/     Johnson C. S. Ko                         Member of Compensation
  -----------------------------------              Committee
          Johnson C. S. Ko
  
                                       II-7
  9
                                 INDEX TO EXHIBITS
  
     Exhibit Number                              Exhibit
  
          4.1                      Sport Supply Group, Inc. 1997 Employee Stock 
                                   Purchase Plan
  
          5.1                      Opinion of Terrence M. Babilla
  
          23.1                     Consent of Terrence M. Babilla
                                   (Contained in Exhibit 5.1)
  
          23.2                     Consent of Independent Public Accountants
  
          24.1                     Power of Attorney (see Page II-5 hereof)