SC 14D1/A

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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                SCHEDULE 14D-1
                                AMENDMENT NO. 1
                            Tender Offer Statement
      Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934

                                      AND

                                 SCHEDULE 13D
                                AMENDMENT NO. 1
                   Under the Securities Exchange Act of 1934
                                _______________

                          Varsity Spirit Corporation
                           (Name of Subject Company)

                              Riddell Sports Inc.
                            Cheer Acquisition Corp.
                                  (Bidders)
                              _______________

                    Common Stock, par value $.01 per share
                        (Title of Class of Securities)
                              _______________

                                  922294 10 3
                   (CUSIP Number of Class of Securities)
                              _______________

     LISA MARRONI, ESQ.                 COPY TO:
     GENERAL COUNSEL                    SHELDON S. ADLER, ESQ.
     RIDDELL SPORTS INC.                SKADDEN, ARPS, SLATE, MEAGHER
     900 THIRD AVENUE                      & FLOM LLP
     NEW YORK, NEW YORK 10022           919 THIRD AVENUE
     (212) 826-4300                     NEW YORK, NEW YORK 10022
                                        (212) 735-3000


          (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
            RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
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                    Riddell Sports Inc., a Delaware corporation
          ("Parent"), and Cheer Acquisition Corp., a wholly owned
          subsidiary of Parent and a Tennessee corporation (the
          "Purchaser"), hereby amend and  supplement (i) their
          Tender Offer Statement on Schedule 14D-1 ("Schedule 14D-
          1"), filed with the Securities and Exchange Commission
          (the "Commission") on May 12, 1997 with respect to the
          Purchaser's offer to purchase all outstanding shares of
          common stock, par value $.01 per share (the "Shares"), of
          Varsity Spirit Corporation, a Tennessee corporation (the
          "Company"), at a price of $18.90 per Share, net to the
          seller in cash, without interest thereon and (ii) their
          Statement on Schedule 13D filed with the Commission on
          May 12, 1997.

                    Unless otherwise indicated herein, each
          capitalized term used but not defined herein shall have
          the meaning ascribed to such term in the Schedule 14D-1
          or in the Offer to Purchase referred to therein.

          ITEM 10.  ADDITIONAL INFORMATION.

                    The information set forth in Item 10(f) of the
          Schedule 14D-1 is hereby amended and supplemented by the
          following information:

                    On June 9, 1997, Parent issued a press release
          announcing that it has extended the Expiration Date of
          the Offer to 12:00 midnight, New York City time, on
          Monday, June 16, 1997.  Parent announced that as of 12:00
          midnight, New York City time, on Friday, June 6, 1997,
          approximately 3,249,439 Shares (or approximately 71.2% of
          the Shares outstanding) had been tendered in the Offer. 
          A copy of the press release is attached hereto as Exhibit
          (a)(9) and is incorporated herein by reference.

          ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

               (a)(9)    Press Release, dated June 9, 1997, issued
                         by Riddell Sports Inc


                                  SIGNATURE

               After due inquiry and to the best of my knowledge
          and belief, I certify that the information set forth in
          this statement is true, complete and correct.

          Date: June 9, 1997                CHEER ACQUISITION CORP.

                                             By: /s/ David Groelinger
                                             Name: David Groelinger
                                             Title:   Vice President


                                  SIGNATURE

               After due inquiry and to the best of my knowledge
          and belief, I certify that the information set forth in
          this statement is true, complete and correct.

          Date: June 9, 1997                 RIDDELL SPORTS INC.

                                             By: /s/ David Groelinger
                                             Name: David Groelinger
                                             Title: Chief Financial Officer


                              INDEX TO EXHIBITS

                                                             Sequentially
        Exhibit                                                 Numbered
        Number                   Exhibit                          Page
        (a)(9)        Press Release, dated June 9, 1997,
                       issued by Riddell Sports Inc

EX-99

          RIDDELL
                              QUALITY SINCE 1929

          RIDDELL SPORTS INC.
    -----------------------------------------------------------------------
     900 THIRD AVENUE, 27TH FLOOR, NEW YORK, NEW YORK, 10022

                                                          (212) 826-4300
                                                      Fax (212) 826-5006
                                               CONTACT: DAVID GROELINGER
                                                 CHIEF FINANCIAL OFFICER

                        RIDDELL EXTENDS VARSITY OFFER

               NEW YORK, NY June 9, 1997 -- Riddell Sports Inc.
     (NASDAQ:RIDL) announced today that it has extended the expiration
     date of its tender offer for all of the outstanding shares of the
     common stock of Varsity Spirit Corporation (VARS-NASDAQ NMS) to
     12:00 midnight, New York City time, on Monday, June 16, 1997.  As
     of 12:00 midnight, New York City time, on Friday, June 6, 1997,
     approximately 3,249,439 shares of Varsity common stock (or
     approximately 71.2% of the outstanding shares) had been tendered
     in the offer.  The offer had previously been scheduled to expire
     at midnight tonight.  The extension, which had been contemplated
     by the Merger Agreement between Riddell and Varsity, will give
     Riddell additional time to complete the Rule 144A private
     placement financing which will be used to fund the purchase of
     Varsity shares in the offer.

               As previously announced, Riddell and Varsity have
     entered into a definitive Merger Agreement pursuant to which,
     among other things, Riddell has agreed to acquire all of the
     shares of common stock of Varsity at a price of $18.90 per share.

               Riddell Sports Inc. sells sporting goods products and
     services for football and other sports.  The Company is the
     world's leading manufacturer and reconditioner of football helmets
     and shoulder pads.  The Company sell its sporting goods products
     (including mini-and full-size helmets made for display purposes
     for collectors) under the Riddell  and Pro-Edge  brands and
     provides reconditioning services under the Riddell/All-American
     name.  The Company also licenses the Riddell  and MacGregor 
     trademarks for use on athletic footwear, leisure apparel and
     sports equipment.  

               Varsity is the leading supplier of cheerleader and dance
     team uniforms and accessories to youth, junior high, high school
     and college markets; Varsity is also the largest operator of
     cheerleading and dance team camps in the U.S.

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