A liner assembly for a protective helmet has a wrap-around pad inside the helmet with plural circular cells spaced along a curved line, at least one additional cell at each end of the line and one additional cell located off the line. A crown pad removably engageable in a crown of the helmet and two L-shaped jaw pads removably engageable to jaw flaps of the helmet. Each cell includes an outer sheet welded around its perimeter to the perimeter of an inner sheet, each inner sheet engaging a player's head and defining one enclosure for each cell. Each cell containing a foam cushion and multiple spaced apart hollow protrusions contacting the inside of the helmet. Each protrusion has an open large diameter base near the cushion and flat smaller diameter peak engaging the helmet. Each protrusions also having a conical side wall tapering from base to peak.