UNITED STATES
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):   July 30, 2008

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

     
Delaware 001-15289 22-2795073
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01 Entry into a Material Definitive Agreement.

On July 30, 2008, Sport Supply Group, Inc. (the "Company") entered into Amendment N0. 2 (this "Amendment") dated as of July 30, 2008, to the Amended and restated Credit Agreement dated as of October 30, 2007, as amended by Amendment No. 1 to Amended and Restated Credit Agreement dated January 7, 2008, to permit the repurchase of up to $15.0 million of its senior subordinated convertible bonds due November 2009. A copy of this Amendment is attached to this Current Report as Exhibit 10.1 and incorporated herein.





Item 7.01 Regulation FD Disclosure.

On August 1, 2008, the Company issued a press release announcing that it amended its revolving credit agreement to permit the repurchase of up to $15.0 million of its senior subordinated convertible bonds due November 2009. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 7.01.


In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1, is furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.





Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

10.1 Amendment No. 2, dated July 30, 2008

99.1 Press release, August 1, 2008






SIGNATURES

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.
          
August 1, 2008   By:   John Pitts
       
        Name: John Pitts
        Title: Chief Financial Officer


Exhibit Index


     
Exhibit No.   Description

 
10.1
  Amendment No. 2, dated July 30, 2008
99.1
  Press release, August 1, 2008
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