SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2)).

[x] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Rule 14a-12.

Rawlings Sporting Goods Company, Inc.
(Name of Registrant as Specified In Its Charter)

___________________________________________________
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.

1) Title of each class of securities to which transaction
applies:

2) Aggregate number of securities to which transaction
applies:

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

1) Amount Previously Paid:
_____________________________________________________
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_____________________________________________________
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4) Date Filed:
_____________________________________________________

RAWLINGS SPORTING GOODS COMPANY, INC.
1859 Intertech Drive
Fenton, Missouri 63026

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders of Rawlings Sporting Goods Company, Inc.
(the "Company") will be held at Maritz, Inc., 1355 North Highway Drive, Fenton,
Missouri 63099 on January 9, 2002 at 9:30 a.m., Central Time, to consider and
take action with respect to the following:

1. The election of two Directors to serve until the annual meeting
following the Company's fiscal year ending August 31, 2004.

2. The ratification of the Board of Directors' selection of Arthur
Andersen LLP as independent public accountants of the Company for the
Company's fiscal year ending August 31, 2002.

3. The conduct of such other business as may properly come before the
Annual Meeting or any adjournments thereof.

Stockholders of record at the close of business on November 12, 2001
are entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof.

All stockholders are cordially invited to attend the meeting.

By Order of the Board of Directors

/s/ Howard B. Keene

Howard B. Keene
Secretary

Dated: November 28, 2001

YOUR VOTE IS IMPORTANT.
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING.

RAWLINGS SPORTING GOODS COMPANY, INC.
1859 Intertech Drive
Fenton, Missouri 63026

PROXY STATEMENT

Mailed on November 28, 2001

Annual Meeting of Stockholders to be held on January 9, 2002

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Rawlings Sporting Goods Company, Inc. (the
"Company") to be used at the Annual Meeting of Stockholders to be held on
January 9, 2002 and at any adjournments thereof. The time and place of the
Annual Meeting are stated in the Notice of Annual Meeting of Stockholders (the
"Notice") which accompanies this Proxy Statement.

The expense of soliciting proxies, including the costs of preparing,
assembling and mailing the Notice, Proxy Statement and Proxy, will be borne by
the Company. In addition to the use of the mails, proxies may be solicited
personally or by telephone or telegraph, and the Company may pay persons holding
shares for others their expenses in sending proxy materials to their principals.

VOTING SECURITIES AND VOTES REQUIRED

Only stockholders of record at the close of business on November 12, 2001
(the "Record Date") are entitled to notice of and to vote at the Annual Meeting.
At the close of business on the Record Date, the Company had outstanding and
entitled to vote 8,022,865 shares of Common Stock , par value $.01 per share
(the "Common Stock"). Each share of Common Stock is entitled to one vote.

The holders of record of a majority of the number of shares of Common Stock
issued, outstanding and entitled to vote on any matter shall constitute a quorum
at the Annual Meeting. Shares of Common Stock present in person or represented
by proxy (including shares which abstain or withhold a vote with respect to one
or more of the matters presented for stockholder approval) will be counted for
purposes of determining whether a quorum is present.

Each candidate for election as a Director must receive a plurality of the
votes cast by the stockholders present in person or represented by proxy and
entitled to vote at the Annual Meeting. The affirmative vote of the holders of a
majority of the shares of Common Stock, present in person or represented by
proxy and entitled to vote at the Annual Meeting, provided a quorum is present,
is required to ratify the Board of Directors' selection of Arthur Andersen LLP
as independent public accountants of the Company for the Company's fiscal year
ending August 31, 2002 (Item 2), as well as to approve any other matter that may
properly come before the Annual Meeting.

Shares represented by proxies which are marked "WITHHELD" with regard to
the election of Directors will be excluded entirely from the vote and will have
no effect. Shares represented by proxies which are marked "ABSTAIN" with respect
to the other matters presented for consideration at the Annual Meeting
(including Items 2 and 3) will be considered present in person or represented by
proxy at the meeting and, accordingly, will have the effect of a negative vote
because those matters each require the affirmative vote of the holders of a
majority of the shares of Common Stock present in person or represented by proxy
and entitled to vote at the Annual Meeting. In addition, where brokers are
prohibited from exercising discretionary authority for beneficial owners who
have not provided voting instructions with respect to a particular matter
("broker non-votes"), those shares will have no effect on the outcome of such
matter.

Shares entitled to vote represented by proxies which are properly executed
and returned before the Annual Meeting will be voted at the Annual Meeting as
directed therein. If no vote is specified therein, the shares will be voted
"FOR" the election of the Directors named as nominees in the Proxy Statement and
"FOR" the ratification of the selection of Arthur Andersen LLP as independent
public accountants of the Company for the Company's fiscal year ending August
31, 2002.

The Board of Directors does not know of any other business to be presented
for consideration at the Annual Meeting. If any other business properly comes
before the Annual Meeting or any adjournment thereof, the proxies will be voted
on such matters in the discretion of the proxy holders insofar as the proxies
are not limited to the contrary. The Delaware General Corporation Law provides
that, unless otherwise provided in the proxy and unless the proxy is coupled
with an interest, a stockholder may revoke a proxy previously given at any time
prior to its exercise at the Annual Meeting. A stockholder who has given a proxy
may revoke it at any time before it is exercised by delivering to any of the
persons named as proxies, or to the Company addressed to the Secretary, an
instrument revoking the proxy, by appearing at the Annual Meeting and voting in
person or by executing a later dated proxy which is exercised at the Annual
Meeting.

PRINCIPAL STOCKHOLDERS

The stockholders named in the following table are the only stockholders
known to the Company to be the beneficial owners of five percent (5%) or more of
the Company's Common Stock as of October 5, 2001. For purposes of this table,
the term "beneficial owner" means any person who, directly or indirectly, has or
shares the power to vote, or to direct the voting of, a security or the power to
dispose, or to direct the disposition, of a security.

NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNERS BENEFICIAL OWNERSHIP OF CLASS
------------------- --------------------- ---------
First Pacific Advisors, Inc. 893,500(1) 11.1%
11400 West Olympic Boulevard
Suite 1200
Los Angeles, California 90064

Bull Run Corporation 811,402(2) 10.1%
4370 Peachtree Rd. NE
Atlanta, Georgia 30319

(1) This amount, as reflected in an amended report on Schedule 13G dated
February 9, 2001, consists of no sole voting power, shared voting power
with respect to 404,400 shares, no sole dispositive power and shared
dispositive power with respect to 893,500 shares.

(2) This amount, as reflected in an amended report on Schedule 13D dated
January 20, 2000, does not include 925,804 shares of Common Stock issuable
to Bull Run Corporation upon exercise of a Common Stock Purchase Warrant
which expired on November 21, 2001. This amount includes 625 shares of
Common Stock underlying options granted under the Rawlings Sporting Goods
Company, Inc. Non-Employee Directors' Stock Plans ("Directors' Plan"), and
4,277 shares of Common Stock deliverable in lieu of director's fees
assigned to Bull Run by Mr. Host. Robert S. Prather, Jr. is the President
and Chief Executive Officer of Bull Run Corporation. Pursuant to a
Standstill Agreement, dated November 21, 1997, as amended, between the
Company and Bull Run Corporation, Bull Run Corporation is entitled to
select two nominees to the Board of Directors of the Company. Mr. Prather
and Mr. Host were selected by Bull Run Corporation as its nominees and
appointed to the Board of Directors.

STOCK OWNERSHIP OF DIRECTORS,
THE NOMINEES FOR DIRECTOR AND EXECUTIVE OFFICERS

The following table and notes thereto set forth information, as of
October 5, 2001, with respect to the beneficial ownership of shares of Common
Stock by each Director, each person nominated by the Board for election to the
Board of Directors and each Executive Officer named in the Summary Compensation
Table and by the Directors and Executive Officers of the Company, as a group,
based upon information furnished to the Company by such persons:

AMOUNT OF BENEFICIAL OWNERSHIP
AS OF OCTOBER 5, 2001(1)
-------------------------------

AMOUNT AND NATURE OF PERCENT
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ------------------------ --------------------- ---------

Andrew N. Baur (d) 39,932 ( 2) *
Linda L. Griggs (d) 14,786 ( 3) *
Jonathan C. Hodgins 37,247 ( 4) *
W. James Host (d) - ( 5) *
Howard B. Keene 137,458 ( 6) 1.7%
Michael McDonnell (d) 89,534 ( 7) 1.1%
Stanley W. Morrison 49,371 ( 8) *
Stephen M. O'Hara (d) 379,217 ( 9) 4.6%
Robert S. Prather, Jr. (d) 825,618 (10) 10.3%
William C. Robinson (d) 47,952 (11) *
Edward F. Ryan (d) 24,095 *
Ted Sizemore 119,734 (12) 1.5%

All Current Directors and Executive 1,898,345 (13)
Officers as a Group (15 persons)

- ----------

(d) Director
* Less than 1%

(1) Each Director and Executive Officer owning shares listed or included in
this table exercises sole voting and dispositive power over such shares,
except as otherwise indicated in footnotes (2) through (12). Included in
the table are shares underlying options that are exercisable within sixty
days after October 5, 2001.

(2) This amount includes 7,000 shares of Common Stock underlying options
granted under the Rawlings Sporting Goods Company, Inc. Non-Employee
Directors' Stock Plans ("Directors' Plan") and 14,932 shares of Common
Stock Mr. Baur is entitled to receive in lieu of directors' fees pursuant
to the Directors' Plan.

(3) This amount includes 5,000 shares of Common Stock underlying options
granted under the Directors' Plan and 9,286 shares of Common Stock Ms.
Griggs is entitled to receive in lieu of directors' fees pursuant to the
Directors' Plan.

(4) This amount includes 35,333 shares of Common Stock underlying options
granted under the Rawlings Sporting Goods Company, Inc. 1994 Long-Term
Incentive Plan (the "Stock Option Plan") and 1,914 shares of Common Stock
beneficially owned under the Rawlings Sporting Goods Company, Inc. Savings
Plan (the "401(k) Plan") as to which Mr. Hodgins has sole voting and
dispositive power.

(5) Mr. Host has assigned all of his rights to the options issued under the
Director's Plan and to the deferred payment of director's fees to Bull Run
Corporation.

(6) This amount includes 120,078 shares of Common Stock underlying options
granted under the Stock Option Plan and 17,380 shares beneficially owned
under the 401(k) Plan as to which Mr. Keene has sole voting and dispositive
power.

(7) This amount includes 7,000 shares of Common Stock underlying options
granted under the Directors' Plan and 14,534 shares of Common Stock Mr.
McDonnell is entitled to receive in lieu of directors' fees pursuant to the
Directors' Plan.

(8) This amount includes 41,000 shares of Common Stock underlying options
granted under the Stock Option Plan, and 1,225 shares of Common Stock
beneficially owned under the 401(k) Plan as to which Mr. Morrison has sole
voting and dispositive power.

(9) This amount includes 317,790 shares underlying options granted under Mr.
O'Hara's employment agreement and 5,852 shares beneficially owned under the
401(k) Plan as to which Mr. O'Hara has sole voting and dispositive power.

(10) This amount does not include Common Stock which may be purchased by Bull
Run Corporation pursuant to Common Stock Purchase Warrants because such
Warrants are not currently exercisable. This amount includes 625 shares of
Common Stock underlying options granted under the Directors' Plan, and
4,277 shares of Common Stock deliverable in lieu of director's fees
assigned to Bull Run by Mr. Host. Mr. Prather is President and Chief
Executive Officer of Bull Run Corporation but does not have sole voting and
dispositive power over shares held by Bull Run Corporation. This amount
includes 2,625 shares of Common Stock underlying options granted under the
Director's Plan and 9,391 shares of Common Stock Mr. Prather is entitled to
receive in lieu of directors' fees pursuant to the Directors' Plan.

(11) This amount includes 7,000 shares of Common Stock underlying options
granted under the Directors' Plan and 9,452 shares of Common Stock Mr.
Robinson is entitled to receive in lieu of directors' fees pursuant to the
Directors' Plan.

(12) This amount includes 101,768 shares of Common Stock underlying options
granted under the Stock Option Plan, and 13,636 shares of Common Stock
beneficially owned under the 401(k) Plan as to which Mr. Sizemore has sole
voting and dispositive power.

(13) This amount includes options to purchase an aggregate of 784,121 shares
previously granted to such persons under compensatory stock plans of the
Company.

ITEM 1 -- ELECTION OF DIRECTORS

At the Annual Meeting, two Directors will be elected for a term
expiring at the annual meeting following the Company's fiscal year ending August
31, 2004. William C. Robinson and Edward F. Ryan have informed the Company they
are willing to serve for the term to which they are nominated if they are
elected. If any of these nominees should become unavailable for election or is
unable to serve as a Director, the shares represented by proxies voted in favor
of him will be voted for any substitute nominee as may be named by the Board of
Directors. The candidate for election as a Director must receive a plurality of
the votes cast by the stockholders present in person or represented by proxy and
entitled to vote at the Annual Meeting.

The ages, terms of office and certain other information as of October
5, 2001 with respect to William C. Robinson, Edward F. Ryan and each of the
other persons serving as Directors are as follows:

INFORMATION CONCERNING THE NOMINEES FOR TERM EXPIRING AT THE
ANNUAL MEETING OF STOCKHOLDERS FOLLOWING THE FISCAL YEAR
ENDING AUGUST 31, 2004

TERM EXPIRES AT
ANNUAL MEETING
OF STOCKHOLDERS
FOLLOWING
SERVED AS THE FISCAL YEAR
NAME, AGE AND PRINCIPAL OCCUPATION DIRECTOR SINCE ENDING AUGUST 31,
- ---------------------------------- -------------- -----------------

WILLIAM C. ROBINSON, 51 1994 2001
President of The Treehouse Florida Fancy Inc. since
1990; a consultant to F.W. Woolworth Co. from 1988
to 1990; President and Chief Executive Officer of
Robby's Sports, a 49 store sporting goods retail
chain, from 1973 to 1988.

EDWARD F. RYAN, 44 2001 2001
Founder and President of Entrepreneurial
Financial Resources Inc. since 1998; various
roles, including Chief Executive Officer and
President of Public Safety Equipment/Code 3
from 1987 to 1998.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF WILLIAM
C. ROBINSON AND EDWARD F. RYAN AS DIRECTORS OF THE COMPANY.

INFORMATION CONCERNING REMAINING DIRECTORS

W. JAMES HOST, 62 2000 2002
Chief Executive Officer of Host Communications,
Inc., since 1972; director of Bull Run Corporation,
since 1999.

MICHAEL McDONNELL, 62 1994 2002
President of Rock Island Corporation, a holding
company for the distribution of hardware and the
manufacturing of building products, since 1980;
part owner of the St. Louis Cardinals Major League
Baseball team since 1996.

ANDREW N. BAUR, 57 1994 2003
Chairman of Mississippi Valley Bancshares, a bank
holding company, and Chairman of Southwest Bank of
St. Louis, the bank subsidiary of Mississippi
Valley Bancshares, since 1984; Secretary and
Treasurer and part owner of the St. Louis Cardinals
Major League Baseball team since 1996.

STEPHEN M. O'HARA, 46 1998 2003
Chairman of the Board and Chief Executive Officer
of the Company since November 2, 1998; previously
President of Specialty Catalog Corp., a direct
marketer targeting niche consumer products from
1994 to 1998; director of Angelica Corporation.

ROBERT S. PRATHER, JR., 57 1998 2003
President and Chief Executive Officer of Bull Run
Corporation since 1992; director of Gray Communications
Systems, Inc.since 1993 and interim Executive Vice
President-Acquisitions since 1996; Chairman of the
Board of Phoenix Corporation, a steel service center,
from 1980 to 1992.

BOARD OF DIRECTORS AND BOARD COMMITTEES

The Company's Certificate of Incorporation provides that the Board of
Directors shall consist of not less than one and no more than ten members as
shall be determined from time to time by vote of a majority of the Directors
then in office. The Board of Directors currently consists of eight members.
Article Six of the Company's Certificate of Incorporation provides that from and
after the first annual meeting of the stockholders the Company's Board of
Directors shall be divided into three classes, as nearly equal in numbers as the
then total number of Directors constituting the Board permits. The members of
each class are elected to serve for a term of three years and until their
successors are duly elected and qualified, or until a member's death,
resignation or removal.

Under the present schedule, regular meetings of the Board of Directors are
held four times each year and additional special meetings are called whenever
necessary. The Board met five times during the fiscal year ended August 31,
2001. All of the Directors attended at least 75% of the meetings of the Board of
Directors occurring during their respective terms and of the committees
of the Board of Directors on which they served at the time of such meetings
which were held during the fiscal year ended August 31, 2001.

The Board of Directors has established an Audit Committee consisting of
Andrew N. Baur, Linda L. Griggs and Robert S. Prather, Jr. Mr. Baur serves as
Chairman of the Audit Committee. The Audit Committee is authorized to recommend
to the Company's Board of Directors the independent public accountants to be
selected to audit the Company's annual financial statements and to review the
planned scope of the annual external audits, the independent accountants' report
to management and management's responses thereto. Each of those directors
qualifies as an independent member of the Audit Committee under the rules of the
National Association of Securities Dealers, Inc. On May 1, 2000, the Board of
Directors adopted a written charter for the Audit Committee, setting forth its
responsibilities. The Audit Committee met five times during the fiscal year
ended August 31, 2001. For more information regarding this committee, see "Audit
Committee Report" on page 17.

The Board of Directors has established a Finance Committee consisting of
Andrew N. Baur, Linda L. Griggs, Michael McDonnell and William C. Robinson. Mr.
Baur serves as Chairman of the Finance Committee. The Finance Committee is
authorized to review acquisition prospects and capital expenditures in excess of
$500,000 and report to the Board of Directors. The Finance Committee met once
during the fiscal year ended August 31, 2001.

The Board of Directors has also established a Compensation Committee
consisting of Michael McDonnell, William C. Robinson and W. James Host. Mr.
Robinson serves as Chairman of the Compensation Committee. The Compensation
Committee is authorized to establish remuneration levels for Executive Officers,
review the performance of the Chief Executive Officer, review management
organization and development, review significant non-equity based employee
benefit and executive compensation programs and establish and administer
equity-based executive compensation programs, including the Stock Option Plan.
The Compensation Committee met three times during the fiscal year ended August
31, 2001. For more information regarding this committee, see "Compensation
Committee Report on Executive Compensation" on page 9.

The Board of Directors has not established a nominating committee.

The Bylaws provide that, unless nominated by the Board of Directors, no
person may be elected a director unless notice in writing of such person's
nomination by a beneficial or record owner of common stock of the Company shall
be received by the Secretary of the Company not less than sixty days prior to
the first anniversary of the preceding year's annual meeting; provided that in
the event that the date of the annual meeting is advanced by more than thirty
days or delayed by more than sixty days from such anniversary date, notice by
the stockholder must be delivered not later than the close of business on the
later of (a) the sixtieth day prior to such annual meeting, or (b) the tenth day
following the date on which public announcement of the date of such meeting is
first made. Such notice must set forth (1) the name and address of the
nominating stockholder and of the nominee, (2) a representation that such
stockholder is a beneficial or record owner of stock of the Company entitled to
vote in the election of directors at such meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified in
the notice, (3) the name and address of the record holder of the stock as it
appears in the Company's books and of the beneficial owners thereof, if any, on
whose behalf the nomination is made, (4) the class and number of shares which
are owned beneficially and of record by the nominating stockholders and each
proposed nominee, (5) a description of all arrangements or understandings
between the stockholder and each nominee and any other person (naming such
persons) pursuant to

which the nomination or nominations are to be made by the stockholder, (6) such
other information regarding each nominee proposed by such stockholder as would
be required to be included in a proxy statement filed with the SEC pursuant to
Regulation 14A promulgated under the Exchange Act had the nominee been nominated
or intended to be nominated by the Board of Directors, and (7) the consent of
each nominee to serve as a director of the Company if elected.

COMPENSATION OF DIRECTORS

The Company's Directors, except for those who are also employees of the
Company, receive an annual retainer fee of $15,000 for service as a Director. In
addition, each non-employee Director receives meeting attendance fees of $1,000
per meeting for special Board meetings or Committee meetings not held in
conjunction with a regular Board meeting. The directors have elected to receive
in lieu of cash payment of their directors' fees a number of shares of Common
Stock having a value equal to the amount of the cash fees. The Company also
reimburses all of its Directors for their out-of-pocket expenses incurred in the
performance of their duties as Directors of the Company. Mr. Host has assigned
all of his rights to the options issued under the Company's Non-Employee
Directors' Stock Plan (the "Directors' Plan") and to deferred payment of fees to
Bull Run Corporation.

Pursuant to the Company's Directors' Plan, the non-employee Directors
receive (a) a non-qualified stock option having an exercise price equal to the
fair market value on the date of grant for 2,500 shares of the Common Stock upon
their initial election or appointment and, thereafter, a non-qualified stock
option for 1,000 shares of the Common Stock annually at the date of the annual
meeting, except that no more than one stock option award may be granted to each
non-employee Director in a given calendar year, and (b) the right to defer
receipt of fees in cash, and receive instead the right to delivery at a
specified future date of that number of shares of Common Stock having a value at
the time of deferral equal to the amount of cash deferred.

EXECUTIVE COMPENSATION

BACKGROUND

The members of the Company's Compensation Committee during the Company's
fiscal year ended August 31, 2001, who are also currently members of the
Compensation Committee, were W. James Host, Michael McDonnell and William C.
Robinson.

Set forth below is the Compensation Committee's report on executive
compensation.

Notwithstanding anything to the contrary, the following report of the
Compensation Committee, Audit Committee Report and the Performance Graph
set forth later in this Proxy Statement shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933, as amended, or
under the Securities Exchange Act of 1934, as amended, except to the extent
that the Company specifically incorporates this information by reference,
and shall not otherwise be deemed filed under such Acts.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors is charged with the
responsibility to administer compensation programs for the Company's executives.
To this end, the Committee has established the following fundamental philosophy
for executive compensation:

An appropriate and significant portion of each executive's total
compensation should be performance-based and linked to the creation of
value for stockholders, and

Market practices and compensation levels must be considered when
establishing an appropriate program for executives in order to assist the
Company in attracting and retaining high quality talent.

Pursuant to this philosophy, the Company's executive compensation plans
have been designed to remunerate executives through three primary sources - base
salary, annual cash incentives and long-term equity-oriented incentives. The
entire program has been formulated so that the portion of an executive's total
compensation being derived from variable, performance-based pay is greater at
increasing levels of responsibilities.

Details regarding each of the primary facets of executive compensation,
along with a discussion of the awards made in fiscal 2001, follows.

Base Salary

The Company targets salaries for executives at the median (size-adjusted
50th percentile) of the competitive marketplace. For purposes of each of the
primary facets of compensation, the competitive marketplace includes
organizations of similar size in the sporting goods industry. This competitive
marketplace is currently defined by 15 companies, as self-selected by the
Company, and is subject to occasional change as the Company or its competitors
change their focus, merge or are acquired, or as new competitors emerge. These
companies are some, but not all, of the companies included in the S&P Leisure
Time (Products) Index which is the index used for comparison in the performance
graph on page 16.

At fiscal year-end 2000, the Company retained the consulting firm of
William M Mercer, Incorporated to perform a thorough review and analysis of the
Company's executive compensation structure. The Mercer analysis provided the
Committee with valuable insights and reinforced the Committee's belief that its
overall approach, including its use of cash and stock incentive based
compensation, was appropriate. At fiscal year-end 2001, the Company retained the
consulting firm of Compensation Matters, which updated the review of the
executive's compensation. These analyses highlighted the fact that the salaries
of the Company's senior management were below market but that the annual
potential cash incentives were above market. This finding coincides with the
Committee's goal to provide an adequate incentive to key executives and to
reward performance. Although the William M. Mercer analysis found that the
Company's use of stock options was significantly below the market, the Committee
believes that the use of cash incentives at this time provides a better
incentive.

Annual Cash Incentives

The Company maintains a management incentive plan whose participants
include certain management employees and all of the Company's executives. The
plan provides for the payment of annual cash awards based upon the achievement
of specified Company goals.

Incentive opportunities are established for each executive level at the
beginning of each fiscal year, stated as a percentage of base salary. These
opportunities are set at levels designed to approximate incentive opportunities
for similar positions within the competitive marketplace. Actual awards earned
are a function of the Company's performance; thus, actual awards to the
Company's executives may be below or above actual median awards in the
marketplace depending on how the Company performs.

Annual incentives earned for fiscal 2001, as shown in the Summary
Compensation Table, reflect the Committee's evaluation of the Company's
performance against stated financial goals for 2001. As the Company did not
achieve its planned goals (primarily based on achievement of specified net
income levels), no incentive awards were granted, and the Committee determined
not to increase the base salaries of the individuals names in the Summary
Compensation Table for fiscal 2002.

Long-Term Equity-Based Compensation

The Company maintains a long-term incentive plan that provides for the
grant of stock-based incentive awards to certain management employees and all of
the Company's executives.

The Company utilizes nonqualified stock options granted at fair market
value as its primary long-term incentive. From time to time, executives are
granted stock options at levels determined by the Committee based on a number of
subjective factors, including among other things, a general desire to
approximate median award levels within the competitive marketplace. Since the
executives derive no value from the options unless the value of the Company's
stock increases, these awards support the Company's objective of linking
executive compensation to the creation of shareholder value.

Awards made to the Company's executives in fiscal 2001 are believed to
approximate the level of awards made to executives in similar positions within
the competitive marketplace, and are not based on the number of previous stock
options already held by the respective executive.

Section 162(m)

In December 1995, the IRS finalized rules regarding the deductibility of
compensation under Internal Revenue Code Section 162(m). The rules state that
compensation in excess of $1 million annually to any one executive will be
non-deductible for income tax purposes unless the compensation is "performance
based." At this point, none of the compensation paid by the Company to its
executives is non-deductible. The Committee will monitor IRS rules and the
Company's executive compensation program to ensure, to the extent appropriate,
that full deductibility for such payments continues.

Compensation of the Chief Executive Officer

In assessing appropriate types and amounts of compensation for the Chief
Executive Officer, the Committee evaluates both corporate and individual
performance. Corporate factors included in the evaluation are the performance
achieved against annual financial goals, cost improvement, the market price of
the Common Stock and the Company's performance compared to the competitive
marketplace. Individual factors include the CEO's initiation and implementation
of successful business strategies, formation of an effective management team and
various personal qualities, including leadership.

William C. Robinson
Michael McDonnell
W. James Host

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION;
CERTAIN TRANSACTIONS

As discussed above under "Compensation Committee Report," the Compensation
Committee has general responsibility for the establishment, direction and
administration of all aspects of the compensation policies and programs for the
Company's executive officers. During the fiscal year ended August 31, 2001, the
members of the Compensation Committee were Michael McDonnell, W. James Host and
William C. Robinson. None of the members of the Compensation Committee were,
during the fiscal year ended August 31, 2001, an officer or employee of the
Company or any of its subsidiaries, or otherwise were formerly an officer of the
Company or any of its subsidiaries.

Mr. Host is the Chief Executive Officer of Host Communications, Inc. During
the fiscal year ended August 31, 2001, the Company purchased approximately
$33,000 of catalogs, promotional items and web services from Host
Communications, Inc. The Company believes that the terms and prices for these
purchases are no less favorable than those obtained from unaffiliated parties.

Mr. Baur is the Secretary, Treasurer and a part owner, and Mr. McDonnell is
a part owner, of the St. Louis Cardinals L.P. During the fiscal year ended
August 31, 2001, the Company sold approximately $442,000 of product to, and also
purchased $110,000 in product and services from, the St. Louis Cardinals L.P.
The Company believes the terms and prices for the sales of these products and
services are no less favorable than those obtained from unaffiliated parties.

SUMMARY OF COMPENSATION

The following table shows information concerning compensation earned by or
paid to the Company's Chief Executive Officer and each of the four other most
highly compensated Executive Officers of the Company whose salary and bonus for
the twelve months ended August 31, 2001 exceeded $100,000. This information is
provided for the fiscal years ended August 31, 2001, 2000 and 1999.

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------------------ ----------------

OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL FISCAL SALARY BONUS COMPENSATION OPTIONS COMPENSATION
POSITION YEAR $ $ $ # $ (1)
- --------------------------------------------------------------------------------- ------------- ----------------

Stephen M. O'Hara 2001 284,946 - -- 140,000 6,870
Chairman and 2000 275,000 - -- 63,940 38,250
Chief Executive Officer 1999 229,167 - 86,759(2) 263,850 32,406

Howard B. Keene 2001 168,833 - -- 10,000 5,065
President and 2000 163,000 - -- 10,000 4,890
Chief Operating Officer 1999 161,250 - -- 15,000 4,691

Ted Sizemore 2001 150,967 - -- 28,000 4,096
Senior Vice President 2000 145,800 - -- 10,000 3,785
Worldwide Baseball Affairs 1999 145,800 - -- 15,000 3,736

Stan W. Morrison 2001 168,333 - -- 16,000 2,596
Executive Vice President 2000 160,000 - -- 10,000 2,400
Marketing 1999 145,454 - 94,338(3) 40,000 400

Jonathan C. Hodgins 2001 154,166 -- 5,000 4,044
Vice President 2000 150,000 - -- 1,000 3,750
New Business Development 1999 150,000 - 87,716(4) 15,000 3,375

- ----------

(1) The amounts indicated reflect 401(k) Plan contributions by the Company on
behalf of executive officers O'Hara, Keene, Sizemore, Morrison and Hodgins
of $5,370, $5,065, $4,096, $2,596, and $4,044, respectively. With respect
to Mr. O'Hara, the amounts indicated reflect $30,000 in premiums during
fiscal years 1999 and 2000, and $1,500 in premiums during fiscal year 2001
on a split-dollar life insurance policy for Mr. O'Hara paid by the Company,
but does not reflect $28,500 which was loaned to Mr. O'Hara in fiscal year
2001 and secured by the policy.

(2) In connection with Mr. O'Hara's relocation from Massachusetts, the Company
paid $51,781 of relocation expenses (including airfare and temporary
accommodation expenses in St. Louis, Missouri, real estate commissions and
other costs associated with the sale of Mr. O'Hara's home and an amount
equal to one month's salary for other relocation expenses). In addition,
the Company paid Mr. O'Hara $15,272, which amount represents the amount
recognized by Mr. O'Hara for tax purposes in connection with the Company's
payment of the above-referenced relocation expenses.

(3) In connection with Mr. Morrison's relocation, the Company paid $55,543 of
relocation expenses (including airfare and temporary accommodation expenses
in St. Louis, Missouri, real estate commissions and transaction associated
costs and an amount equal to one month's salary for other relocation
expenses). In addition, the

Company paid Mr. Morrison $22,149, which amount represents the amount
recognized by Mr. Morrison for tax purposes in connection with the
Company's payment of the above-referenced relocation expenses.

(4) In connection with Mr. Hodgins' relocation from Canada, the Company paid
$46,998 of relocation expenses that included real estate commissions on the
sale of Mr. Hodgins' home as well as airfare and temporary living expenses
in St. Louis, Missouri. In addition, the Company paid Mr. Hodgins $22,577,
which amount represents the amount recognized by Mr. Hodgins for tax
purposes in connection with the Company's payment of the above-referenced
relocation expenses. Mr. Hodgins left the Company on November 15, 2001.

STOCK OPTIONS

The following tables set forth certain information concerning options
granted during the fiscal year ended August 31, 2001 to the Executive Officers
named in the Summary Compensation Table and the number and value of the
unexercised options held by such persons on August 31, 2001:

OPTION/SAR GRANTS IN LAST FISCAL YEAR

POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM (1)
- -------------------------------------------------------------------------------------------- --------------------------

(a) (b) (c) (d) (e) (g) (h)

NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARS EXERCISE
OPTION/ GRANTED TO OR
SARS GRANTED EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
- -------------------------------- ------------- --------------- ------------- ----------- ------------ ----------

Stephen M. O'Hara 15,200 (2) 4.9375 1/19/06 20,734 45,819
20,200 (2) 4.625 1/29/06 25,812 57,037
4,600 (2) 4.35 4/16/06 5,528 12,216
100,000 (3) 59.0% 4.25 8/30/11 117,420 259,467

Howard B. Keene 10,000 (3) 4.2% 5.25 5/15/11 34,982 88,652

Ted Sizemore 8,000 (3) 5.25 5/15/11 26,413 66,937
20,000 (3) 11.8% 4.18 8/28/11 52,575 133,236

2,550 (2) 4.60 4/25/11 7,377 18,695
Stan W. Morrison 3,450 (2) 4.70 4/25/11 10,198 25,842
10,000 (3) 6.8% 5.25 5/15/11 33,017 83,671

Jonathan C. Hodgins 5,000 (3) 2.1% 5.25 5/15/11 16,508 41,836

(1) The potential realizable value represents the amount each Executive Officer
might realize if the stock appreciates annually at the assumed rates of 5%
and 10% for the full period of the options (10 years, except the options
granted to Mr. O'Hara which have a period of 5 years). The amounts
represent only hypothetical values and there can be no assurance that such
growth rates in stock price will be achieved. The actual amount realized by
each Executive Officer will be determined at the time the options are
exercised and will be based on the excess of the fair market value of the
stock at the time of exercise over the exercise price.

(2) The options have an exercise price equal to the market value on the date of
grant and become exercisable immediately upon grant.

(3) The options have an exercise price equal to the market price on the date of
grant and become exercisable as to one-third of the initial number of
underlying shares of common stock on each of the first, second, and third
anniversaries of the date of grant, subject to acceleration in the event of
death or disability of the optionee, a change in control (as defined in the
Stock Option Plan) or as otherwise determined by the Compensation
Committee.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES

NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
ACQUIRED ON VALUE FY-END (#) AT FY-END ($)
NAME EXERCISE (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE (1)

Stephen M. O'Hara -0- -0- 317,790/150,000 0/0

Howard B. Keene -0- -0- 120,078/21,667 0/0

Ted Sizemore -0- -0- 101,768/39,667 0/400

Stan W. Morrison -0- -0- 41,000/25,000 0/0

Jonathan Hodgins -0- -0- 35,333/10,667 0/0

(1) The closing price of the Common Stock on the Nasdaq National Market on
August 31, 2001 was $4.20 per share. Value is calculated by determining the
difference between the option exercise price and $4.20, multiplied by the
number of shares of Common Stock underlying the options.

RETIREMENT PLANS

All of the Executive Officers of Rawlings who were previously employees of
Figgie accrued retirement income credits under Figgie's Retirement Income Plan
II (the "Figgie Plan") until the date of the initial public offering of the
Company's shares (the "IPO"). Such employees will receive, upon retirement,
benefits accrued under the Figgie Plan up until the date of the IPO. In
connection with the acquisition of the Rawlings Business from Figgie, each of
the Company's employees has been given credit for vesting and eligibility to
receive benefits under the Company's retirement plan for service as an employee
of Figgie. In return, Figgie has provided full vesting under the Figgie Plan for
all employees of Rawlings who were previously employees of Figgie.

As of July 8, 1994, the date of the IPO, the amount of annual benefits
payable upon retirement under the Figgie Plan, including accrued benefits from a
prior plan which was terminated on November 21, 1988, to Mr. Keene, who was an
employee of Figgie, is $9,372.

The Company has not adopted a retirement plan.

EMPLOYMENT AGREEMENTS

The Company entered into an employment agreement with Stephen M. O'Hara in
November 1998 which agreement, as amended in January 2000, provides for (1) an
initial annual salary of $275,000, with an annual salary review and adjustment
by the Compensation Committee, (2) an annual bonus of up to 75% of salary, which
will be based upon subjective and objective criteria established by the
Compensation Committee, (3) the issuance of stock options to purchase 250,000
shares of Common Stock having the terms discussed below, (4) severance benefits
equal to three times Mr. O'Hara's base salary at time of termination if his
employment with the Company is terminated under certain circumstances following
a change in control of the Company, (5) a termination benefit, unless Mr. O'Hara
is terminated

for cause, as defined in the employment agreement, equal to two times Mr.
O'Hara's base salary at the time of termination and the continuation of certain
benefits for a period of two years following such termination, provided that Mr.
O'Hara may not receive such termination benefit in the event of a change in
control of the Company for which Mr. O'Hara receives the benefits described
below under "Severance Agreements," (6) a $2 million split dollar life insurance
policy, (7) an automobile allowance, and (8) certain relocation expenses and
miscellaneous perquisites.

The stock options referred to above vest over a four year period. The
options that vest on the date of grant are exercisable at a price per share
equal to the current market price of the Common Stock on October 30, 1998
($10.00), and those vesting on the second, third and fourth anniversaries are
exercisable at $11.00, $12.00, $13.00 and $14.00, respectively. In addition, for
each share of Common Stock purchased by Mr. O'Hara, up to the first 20,000
shares purchased annually, Mr. O'Hara shall receive pursuant to the employment
agreement the option to purchase two shares of Common Stock at an exercise price
equal to the price at which such shares of Common Stock were purchased. During
most of the Company's fiscal year 1999, Mr. O'Hara was prevented under
applicable securities laws from purchasing shares of Common Stock due to the
Company's then pending strategic review process. Accordingly, the Board of
Directors amended the employment agreement to permit Mr. O'Hara to acquire,
through the purchase of Common Stock, the number of options he was unable to
obtain during fiscal 1999.

The Company entered into an employment agreement with Ted Sizemore on
September 1, 2001 which provides for (1) an initial annual salary of $100,000
with a reduction to $75,000 starting on the fifth anniversary of the agreement,
(2) beginning with the fiscal year ending August 31, 2002, an annual bonus of up
to 100% of the salary, which will be determined with the criteria used to for
the payment of bonuses to other executives, (3) the issuance of stock options
having the terms discussed below, (4) termination benefits equal to the product
of the remaining base salary under the agreement, multiplied by 1.6 in order to
reflect a 60% target bonus for the remaining years, and (5) a $300,000 life
insurance policy. Upon execution of the employment agreement, Mr. Sizemore
received an option to purchase 20,000 shares of the Company's common stock at
the market price per share as of the close of business on September 1, 2001. The
option vested immediately and may be exercised at any time by Mr. Sizemore. In
addition, the employment agreement provides that on each anniversary of the
agreement the Company will issue to Mr. Sizemore a stock option to purchase
5,000 shares of common stock at the market price as of the close of business on
the immediately preceding August 31 or the end of the fiscal year if not August
31. These options vest immediately and may be exercised by Mr. Sizemore at any
time.

SEVERANCE AGREEMENTS

The Company has entered into severance agreements with each of the
Executive Officers named in the Summary Compensation Table (other than Mr.
Sizemore) which provide various severance benefits to them if their employment
with the Company is terminated under certain circumstances following a change in
control of the Company. The agreements provide that a change in control of the
Company is deemed to have occurred if (1) a person acquires beneficial ownership
of 20% or more of the Company's voting stock (33% under Mr. O'Hara's employment
agreement), (2) individuals who, at the date of the agreement or the beginning
of a two-year period thereafter, constitute the Board of Directors, cease for
any reason to constitute a majority of the Board, (3) the stockholders approve a
liquidation of the Company, a sale or disposition of all or substantially all of
the Company's assets, or a merger, consolidation or reorganization of the
Company other than one that would result in (a) the holders of the Company's
voting stock continuing to own beneficially more than 50% of the outstanding
stock of the resulting corporation, (b) no person who did not own voting stock
prior to the transaction owning 20% or more of the outstanding stock of the
resulting corporation, and (c) at least a majority of the board of directors of
the resulting corporation being members of the Board of Directors of the Company
at the date the severance agreement was signed or at the beginning of a two-year
period thereafter that precedes the corporate transaction, or (4) the Board
concludes that the Executive Officer is entitled to the benefits because of the
occurrence, threat or imminence of an event with consequences similar to the
foregoing.

Each of the agreements provides for severance payments (two and
one-half years for Mr. Keene and two years for other Executive Officers) in the
event of termination of the Executive Officer's employment within a specified
period after a change in control of the Company unless the Executive Officer's
employment is terminated by the Company or its successors for "cause" or
"disability", because of the Executive Officer's death or "retirement" or by the
Executive Officer's voluntary termination for other than "good reason", in each
case as such terms are defined in the agreements. The benefits consist of the
following: (a) an amount equal to two times the highest annual base salary paid
to the
15

Executive Officers at any time up to the termination of such Executive Officer's
employment (three times for Mr. O'Hara, two and one-half times for Mr. Keene and
one-half the annual salary for Mr. Hodgins); (b) salary and bonus (prorated
assuming annual bonuses were paid at the target level) to the date of
termination (Mr. O'Hara would receive an amount equal to his prior year's
bonus); (c) medical, dental, long-term disability and group term life insurance
benefits for three years for Mr. O'Hara, two and one-half years for Mr. Keene
and two years for other Executive Officers if the Executive Officer makes his or
her required contribution; and (d) acceleration of the vesting of all stock
options.

STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return on an
investment of $100 in the Common Stock on August 31, 1996 to August 31, 2001
with the cumulative total return over the same period of (i) the Nasdaq
Composite Market Index and (ii) the Standard & Poor's Leisure Time Index and
assumes dividend reinvestment through the fiscal year ending August 31, 2001:

[performance graph]

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

8/31/96 8/30/97 8/29/98 8/31/99 8/31/00 8/31/01

Rawlings $100 $110 $ 94 $ 97 $ 63 $ 44
Nasdaq Composite Market Index 100 139 131 240 368 158
S&P Leisure Time (Products) Index 100 126 76 94 125 148

AUDIT COMMITTEE REPORT

The Audit Committee of the Company's Board of Directors is composed of
Mssrs. Baur (Chairman) and Prather and Ms. Griggs. Among other things, the Board
has charged the Audit Committee with general oversight responsibility for the
Company's financial reporting process. The Audit Committee also serves as an
independent and objective party to monitor the Company's financial reporting
process. In addition, the Audit Committee reviews and appraises the audit
efforts of the Company's independent accountants and provides an open avenue of
communication among the independent accountants, financial and senior management
and the Board of Directors. The Audit Committee also recommends to the Board of
Directors the selection of the Company's independent auditors.

Management is directly responsible for the Company's financial reporting
process including its system of internal controls, and for the preparation of
consolidated financial statements in accordance with generally accepted
accounting principles. The Company's independent auditors are responsible for
auditing those financial statements. The Committee's responsibility is to
monitor and review these processes. It is not the Committee's duty or its
responsibility to conduct auditing or accounting reviews or procedures. The
Committee members are not employees of the Company and may not be, and may not
represent themselves to be or to serve as, accountants or auditors by profession
or experts in the fields of accounting or auditing. Therefore, the Committee has
relied, without independent verification, on management's representation that
the financial statements have been prepared with integrity and objectivity and
in conformity with accounting principles generally accepted in the United States
of America and on the representations of the independent auditors included in
their report on the Company's financial statements. The Committee's oversight
does not provide an independent basis to assure compliance with accounting
standards and applicable laws and regulations. Furthermore, the Committee's
considerations and discussions with management and the independent auditors do
not assure that the Company's financial statements are presented in accordance
with generally accepted accounting principles, that the audit of the Company's
financial statements has been carried out in accordance with generally accepted
auditing principles or that the Company's independent accountants are in fact
"independent."

In this context, the Audit Committee has reviewed and discussed the
Company's audited consolidated financial statements for fiscal year 2001 with
management and with Arthur Andersen LLP, the Company's independent auditors. The
Audit Committee has received from management a representation that the Company's
consolidated financial statements were prepared in accordance with U.S.
generally accepted accounting principles. The Audit Committee has discussed with
Arthur Andersen the matters required to be discussed by Statement on Auditing
Standards No. 61.

The Audit Committee also has received from Arthur Andersen the written
disclosures and the letter required by Independence Standards Board Standard No.
1 relating to auditor independence, and has discussed with Arthur Andersen the
independence of Arthur Andersen.

Based upon the Audit Committee's review and discussions noted above, the
Audit Committee recommended to the Board of Directors that the Company's audited
consolidated financial statements be included in the Company's Annual Report on
Form 10-K for the year ended August 31, 2001 filed with the Securities and
Exchange Commission.

Committee Members:

Andrew N. Baur, Chairman
Linda L. Griggs
Robert S. Prather

ITEM 2 -- RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors, at the recommendation of the Audit Committee, has
selected the firm of Arthur Andersen LLP as the Company's independent public
accountants for its fiscal year ending August 31, 2002. Although the Bylaws of
the Company do not require the submission of the selection of independent public
accountants to the stockholders for approval, the Board of Directors believes it
is appropriate to give stockholders the opportunity to ratify the decision of
the Board of Directors. The Board of Directors will not be bound by the
stockholders' vote at the Annual Meeting but will take into account the
stockholders' decision.

The following table sets forth the aggregate fees billed to the Company for
the fiscal year ended August 31, 2001 by the Company's principal accounting
firm, Arthur Andersen LLP:

Audit Fees................................................... $ 130,000
Financial Information Systems Design and Implementation Fees. -
All Other Fees............................................... 134,000(a)(b)
-----------
$ 264,000
- ----------

(a) Includes fees for tax compliance and other non-audit services.

(b) The audit committee has considered whether the provision of these services
is compatible with maintaining the principal accountant's independence.

Representatives of Arthur Andersen LLP are expected to be present at the
Annual Meeting. They will have the opportunity to make a statement should they
desire to do so and will also be available to respond to appropriate questions
from stockholders.

Ratification of the selection of the independent public accountants will
require the affirmative vote of the holders of a majority of the shares of
Common Stock present in person or represented by proxy at the Annual Meeting and
entitled to vote, provided a quorum is present.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION
OF ARTHUR ANDERSEN LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR
THE COMPANY'S FISCAL YEAR ENDING AUGUST 31, 2002.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than 10% of the Company's outstanding Common Stock, to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership in the Company's Common Stock and other equity
securities. In addition, under Section 16(a), a director, executive officer or
10% stockholder who is a trustee and has a pecuniary interest (such interest
includes situations where a member of the trustee's immediate family is a
beneficiary of the trust) in any holding or transaction in the Company's
securities held by the trust, must report the holding or transaction on the
trustee's individual form. Securities and Exchange Commission regulations
require directors, executive officers, greater than 10% stockholders and
reporting trusts to furnish the Company with copies of all Section 16(a) reports
they file.

Except as described below, to the Company's knowledge, based solely on a
review of the copies of such reports furnished to the Company and written
representations that no other reports were required, during the fiscal year
ended August 31, 2001, all Section 16(a) filing requirements applicable to the
directors, executive officers and greater than 10% stockholders were met. Due to
a transmittal error, one Report on Form 5 of a grant of an option to purchase
Common Stock in lieu of directors' fees pursuant to the Directors' Plan was not
timely filed on behalf of each of Messrs. Andrew N. Baur, Michael McDonnell,
Robert S. Prather, Jr. and William C. Robinson, each a director of the Company,
one Report on Form 5 of shares issued to the following officers through the
401(K) Plan and options granted under the Stock Option Plan was not timely filed
on behalf of each of Messrs. Jonathan Hodgins, Howard B. Keene, Stanley W.
Morrison, Stephen M. O'Hara, Ted C. Sizemore and Michael Thompson, each an
executive officer of the Company, and one Report on Form 5 was not timely filed
on behalf of Mr. William Lacey, an executive officer of the Company, reflecting
the grant of options under the Stock Option Plan.

STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

Any stockholder proposal submitted to the Company pursuant to SEC Rule
14a-8 under the Exchange Act for inclusion in the Company's proxy statement and
proxy relating to the Company's 2003 Annual Meeting of Stockholders must be
received by the Company no later than December 12, 2001 provided that if the
date of the annual meeting is to be held before April 15, 2003, or after June
14, 2003, such notice must be received at a reasonable time before the Company
begins to print and mail its proxy materials. Any stockholder intending to
nominate an individual for election to the Board of Directors at the Company's
2003 Annual Meeting of Stockholders must provide written notice to the Company
not later than March 16, 2003 provided that if the date of the next annual
meeting is advanced to a date earlier than April 15, 2003, or delayed to a date
after July 14, 2003, such written notice must be delivered to the Company not
later than the close of business on the later of (a) 60 days prior to such
annual meeting, or (b) the tenth day following the first public announcement of
the date of such annual meeting. If the Company does not receive notice of any
other non-Rule 14a-8 matter that a stockholder wishes to raise at the Annual
Meeting in 2003 by March 16, 2003, the proxy holders will retain discretionary
authority to vote proxies on such matters if they are raised at the 2003 Annual
Meeting of Stockholders. Such proposals must also comply with the other
requirements of the proxy solicitation rules of the Securities and Exchange
Commission and the provisions of the Company's bylaws. A copy of the Company's
bylaws may be obtained upon a written request submitted to the Company's
Secretary at the address, below. Stockholder proposals should be directed to:

HOWARD B. KEENE
SECRETARY
RAWLINGS SPORTING GOODS COMPANY, INC.
1859 INTERTECH DRIVE
FENTON, MISSOURI 63026

OTHER MATTERS

The Board of Directors does not know of any matters to be presented at the
Annual Meeting other than those listed in the Notice of Annual Meeting of
Stockholders. However, if other matters properly come before the Annual Meeting,
it is the intention of the persons named in the accompanying proxy to vote in
accordance with their best judgment on such matters.

To the extent that information contained in this Proxy Statement is
peculiarly within the knowledge of persons other than the management of the
Company, it has relied on such persons for the accuracy and completeness
thereof.

YOU ARE URGED TO COMPLETE, DATE, SIGN AND RETURN YOUR PROXY PROMPTLY TO
MAKE CERTAIN YOUR SHARES WILL BE VOTED AT THE ANNUAL MEETING. FOR YOUR
CONVENIENCE, A RETURN ENVELOPE IS ENCLOSED REQUIRING NO ADDITIONAL POSTAGE IF
MAILED IN THE UNITED STATES.

By Order of the Board of Directors

/s/ Howard B. Keene

Howard B. Keene
Secretary

Dated: November 28, 2001
19

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
2002 ANNUAL MEETING OF STOCKHOLDERS OF

RAWLINGS SPORTING GOODS COMPANY, INC.

The undersigned hereby appoints Stephen M. O'Hara and Howard B. Keene, and
each of them, each with the power to act alone and with full power of
substitution and revocation, as attorneys and proxies of the undersigned to
attend the Annual Meeting of Stockholders of Rawlings Sporting Goods Company,
Inc. (the "Company") to be held at Maritz, Inc., 1355 N. Highway Drive, Fenton,
Missouri 63099, on Wednesday, January 9, 2002, commencing at 9:30 a.m., local
time, and at all adjournments thereof, and to vote all shares of capital stock
of the Company which the undersigned is entitled to vote with respect to the
following matters, all as set forth in the Notice of Annual Meeting of
Stockholders and Proxy Statement, dated November 28, 2001:

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2.

- --------------------------------------------------------------------------------
FOLD AND DETACH HERE

Please mark
your votes as
indicated in [X]
this example.

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2.

ITEM 1: Election of two Directors for a class of Directors to
serve until the annual meeting following the Company's
fiscal year ending August 31, 2004.

WITHHOLD
AUTHORITY
FOR the to vote for
nominees those nominees
listed below: listed below:
__ __
/_/ /_/

NOMINEES: 01 William C. Robinson 02 Edward F. Ryan

Withheld for the nominees you list below: (Write that
nominee's name in the space provided below.)

- ----------------------------------------------------

ITEM 2: Proposal to ratify the selection of the accounting firm
of Arthur Andersen LLP as independent public
accountants of the Company for the Company's fiscal
year ending August 31, 2002.
__ __ __
/_/ FOR /_/ AGAINST /_/ ABSTAIN

In their discretion, the proxies are authorized to vote upon
such other business as properly may come before the Annual
Meeting.

This Proxy, when properly executed, will be voted in the
manner directed herein by the undersigned stockholder(s). IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" ITEMS 1
and 2.

Dated: __________________________________, 2002

______________________________________________
Signature
______________________________________________
Signature (if held jointly)

Please sign exactly as name
appears hereon. When shares
are held by joint tenants,
both should sign. When
signing as an attorney,
executor, administrator,
trustee or guardian, please
give full title as such. If a
corporation, please sign in
full corporate name by
President or other authorized
officer. If a partnership,
please sign in partnership
name by authorized person.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE PREPAID ENVELOPE

- --------------------------------------------------------------------------------
FOLD AND DETACH HERE