===========================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                            ___________________

                                 FORM 10-K

     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 [FEE REQUIRED]
          For the fiscal year ended December 31, 1995

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
          For the transition period from ____________________ to
          ____________________

                      Commission File Number:  1-4704

                         GUARDSMAN PRODUCTS, INC.
          (Exact name of registrant as specified in its charter)

        DELAWARE                                    38-0593900
(State of incorporation)               (I.R.S. employer identification no.)

       3033 Orchard Vista Drive, S.E.
                Suite 200
              P.O. Box 1521
         Grand Rapids, Michigan                        49501
(Address of principal executive offices)            (Zip Code)

    REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (616) 957-2600

        Securities registered pursuant to Section 12(b) of the Act:

           TITLE OF EACH CLASS      NAME OF EACH EXCHANGE ON WHICH REGISTERED
      Common Stock, $1.00 Par Value         New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
              Yes [X]        No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (<Section> 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. [X]

The aggregate market value of the Registrant's Common Stock, $1.00 par
value, held by non-affiliates of the Registrant* as of March 25, 1996, was
$199,445,432 based on the closing price on that date on the New York
Stock Exchange.

As of March 25, 1996, 9,624,064 shares of the Registrant's Common Stock,
$1.00 par value, were outstanding.

===========================================================================
*FOR PURPOSES OF THIS COMPUTATION, IRWIN WAYNE URAN IS DEEMED TO BE A
NON-AFFILIATE OF THE REGISTRANT.
                            Page 1 of 100 pages








































                    DOCUMENTS INCORPORATED BY REFERENCE


         List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into
which the document is incorporated:  (1) Any annual report to security
holders; (2) Any proxy or information statement; and (3) Any prospectus
filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.

    1.   Registrant's 1995 Annual Report to Stockholders.

    2.   Registrant's Information Statement attached as Annex I to
         Registrant's Schedule 14D-9 dated March 8, 1996.

         The parts of the Form 10-K Annual Report into which the foregoing
documents are incorporated are listed in the following Cross Reference
Sheet.  Only those pages of the foregoing documents which are specifically
listed in the Cross Reference Sheet are incorporated by reference.

         An Exhibit Index is located on pages 21-24.































                       -2-
                           CROSS REFERENCE SHEET

                                  PART I

ITEM 1.  DESCRIPTION OF BUSINESS

    (a)  General Development of the Business

         On March 4, 1996, the Company entered into a merger agreement
         with Lilly Industries, Inc. pursuant to which a wholly owned
         subsidiary of Lilly commenced a tender offer to purchase all
         outstanding shares of the Company's Common Stock (and associated
         preferred stock purchase rights) at a price of $23.00 per share
         in cash.  Under the merger agreement, the successful completion
         of the tender offer will be followed by a merger of the Lilly
         subsidiary into the Company.  Any Company shares that are not
         acquired through the tender offer (other than shares for which
         statutory appraisal rights are validly exercised) will be
         converted in the merger into the right to receive $23.00 per
         share in cash.

         During 1995, the Company purchased the business and certain
         assets of Soil Shield International, Inc., a producer and
         distributor of retail-applied fabric protection products.

         During 1994, the Company purchased Moline Paint Manufacturing
         Co., an industrial coatings manufacturer focusing on the
         agricultural/construction equipment and general industrial
         markets.  In addition, the Company acquired the rights to market
         certain Bio Zapp paint odor eliminator products.

         During 1993, the Company purchased Atlanta Sundries, Inc., the
         maker of Goof-Off, a latex paint remover, and the liquid
         industrial coatings business and certain assets of Mar-Lak
         Products Company.  
















                       -3-
                                                                 LOCATION OF
                                                                 INFORMATION*

         During 1992, the Company acquired in separate purchases the
         liquid industrial coatings businesses and certain assets of The
         Stulb Company and Reliable Coatings, Inc.  The Company also
         acquired a small franchise organization in the United Kingdom
         during 1992.  For additional information regarding acquisitions,
         see Note 2 to the Consolidated Financial Statements located at
         pages A60-61.

         During 1991, the Company sold its contract aerosol packaging
         plant and discontinued the operation of its Solidex solid-surface
         business.  

    (b)  Financial Information About
         Industry Segments . . . . . . . . . . . . . . . . .A45-46, A75-77

    (c)  Narrative Description of Business

         INDUSTRY SEGMENTS
         The Company operates in two primary industries:  Coatings and
         Consumer Products.

         PRINCIPAL PRODUCTS
         COATINGS GROUP 
         The Company was founded in 1915 in the coatings manufacturing
         business, which remains the Company's most significant industry
         segment. In 1995, Coatings Group revenues accounted for 77% of
         the Company's total sales.  This Group develops and produces
         industrial coatings primarily for sale to manufacturers of wood
         and metal products.  Coatings products include paints, varnishes,
         enamels and lacquers which are used to finish wood household
         furniture, metal office furniture, appliances,
         agricultural/construction equipment, wood paneling, kitchen
         cabinets and a variety of other products.  Coatings are sold
         primarily to durable goods manufacturers. Additionally, the Group
         manufactures resins for internal use and for external sale.

_______________

*     All page references preceded by the letter "A" are to the page
      numbers of the 1995 Annual Report to Stockholders incorporated
      herein by reference at Exhibit 13-A, page references preceded
      by the letter "I" refer to pages in the Information Statement
      attached as Annex I to the Company's Schedule 14D-9 dated
      March 8, 1996, and other page references refer to the sequential
      numbers on the original copy of the Form 10-K filed with the
      Securities and Exchange Commission.
**    Not applicable.

                       -4-
         CONSUMER PRODUCTS GROUP
         The Company's Consumer Products Group markets and distributes a
         broad line of home care products such as One-Wipe[REGISTERED] and
         Mighty Duster[REGISTERED] Dust Cloths, One-Wipe Bathroom Cleaner,
         Guardsman[REGISTERED] Furniture Polish, Afta[REGISTERED] Cleaning
         Products, Fabri-Coate[REGISTERED] Fabric Protection Products, 
         Chip Clip[REGISTERED] Products and Goof-Off[REGISTERED] Latex
         Paint Remover.  In addition, this Group manufactures and
         distributes a variety of proprietary after-market automotive
         maintenance products and industrial lubricants.

         NEW PRODUCTS
         The Company's Coatings and Consumer Products Groups are engaged
         in research and development on several products not yet in the
         production stage.  New product introductions have not required
         the investment of a material amount of total Company assets.  See
         the discussion of research and development expenditures on page
         6 for additional information.

         RAW MATERIALS 
         Raw materials are procured from a number of suppliers, chiefly by
         purchase from domestic sources.  Many of the raw materials used
         in the Company's coatings business are derived from petroleum. 
         All of these materials are generally available on the open
         market, although prices and availability are subject to
         fluctuation from time to time.  Despite incurring cost increases
         related to petroleum sensitive raw materials during 1990 and in
         early 1991, the Company has not experienced any significant
         difficulty in obtaining raw materials.

         PATENTS AND TRADEMARKS 
         Company trademarks or trade names include, but are not limited
         to, Guardsman, One-Wipe, Fabri-Coate, Carpet Guard[REGISTERED],
         Heritage[REGISTERED], Afta, Dri-Slide[REGISTERED],
         Enviro+Plus[REGISTERED], Chip Clip, Goof-Off, Guardsman WoodProTM
         and Company Logo.  From time to time, the Company will and has
         sought patent protection on inventions deemed significant.

         SEASONALITY
         The Company does not experience significant seasonal fluctuations
         in the industries in which it operates.

         WORKING CAPITAL
         The practices of the Company and the industries in which it
         operates do not create any unusual working capital requirements
         that would be material to an understanding of the business taken
         as a whole.




                       -5-
         CUSTOMERS
         In the opinion of management, the loss of any single customer, or
         group of a few customers, would not have a materially adverse
         affect on the Company.

         BACKLOG
         There is no information concerning the Company's sales backlog
         which would be material to an understanding of the business as a
         whole or the Company's industry segments.

         GOVERNMENT CONTRACTS 
         The Company has no material government contracts in either
         industry segment. 

         COMPETITION
         In the United States and Canada there are numerous manufacturers
         of industrial coatings and resins.  The industry is very
         competitive and includes national and small regional firms. 
         While Guardsman is among the largest manufacturers of industrial
         coatings in North America, some of the Company's competitors have
         greater financial resources than the Company.  Price competition
         is keen and, among the larger manufacturers, competitive
         advantage depends upon the manufacturer's ability to purchase the
         necessary raw materials in economic quantities, to keep pace with
         technological developments, to develop industrial coatings
         meeting the specific and changing requirements of a variety of
         customers, to adhere to strict quality control standards in
         manufacturing and to make timely deliveries.

         The Consumer Products industry in which the Company operates is
         also extremely competitive.  There are numerous competitors, many
         of which have greater financial resources than the Company, and
         no one competitor nor any small number of competitors is
         dominant.  The principal methods of competition in this industry
         are price, quality, performance and service. 

         RESEARCH AND DEVELOPMENT 
         Guardsman devotes significant effort and financial resources to
         company-sponsored research and development, primarily within the
         Coatings Group.   The Company's research and development has been
         responsible for continuing refinements in the quality of its wood
         and metal coatings, advances in technology that lower emissions
         into the atmosphere from customers' production processes and
         refinement and development of new products for the Coatings and
         Consumer Products Groups.  The Company spent $8.4 million for
         research and development in 1995, $6.9 million in 1994 and $5.9
         million in 1993.  Within the Coatings Group, research and
         development expenditures amounted to 4.2% of net sales in 1995,
         4.4% in 1994 and 4.3% in 1993.


                       -6-
                                                                 LOCATION OF
                                                                 INFORMATION*

         ENVIRONMENTAL REGULATIONS
         Compliance with federal, state and local laws and regulations
         governing discharges into the environment is not expected to have
         a material effect upon the capital expenditures and competitive
         position of the Company.  For additional information regarding
         the effect of environmental obligations on results of operations
         and financial position, see Note 8 to the Consolidated Financial
         Statements located on pages A67-68.

    (d)  Financial Information About Foreign and Domestic Operations and
         Export Sales

         While the Company maintains foreign operations in Canada and the
         United Kingdom, there are no unusual risks attendant to these
         operations and neither of the Company's industry segments are
         primarily dependent upon such operations.

ITEM 2.  DESCRIPTION OF PROPERTY

    The following table shows the location and floor space of the
    principal plants owned by the Company.  Also included is the industry
    segment in which each plant is primarily utilized.  Each plant
    contains facilities for manufacturing, research, warehousing and
    office space.  The Company also leases administrative office space as
    well as warehouse space in various locations throughout North America
    and the United Kingdom.






_______________

*     All page references preceded by the letter "A" are to the page
      numbers of the 1995 Annual Report to Stockholders incorporated
      herein by reference at Exhibit 13-A, page references preceded
      by the letter "I" refer to pages in the Information Statement
      attached as Annex I to the Company's Schedule 14D-9 dated
      March 8, 1996, and other page references refer to the sequential
      numbers on the original copy of the Form 10-K filed with the
      Securities and Exchange Commission.






                       -7-
                                                                 LOCATION OF
                                                                 INFORMATION*



<TABLE>
<CAPTION>
                                      FLOOR SPACE IN
           LOCATION                    SQUARE FEET        INDUSTRY SEGMENT
<S>   <C>                                <C>              <C>
       Grand Rapids, MI                   231,500             Coatings
       Moline, IL                          76,400             Coatings
       Cornwall, ONT, Canada               68,000             Coatings
       High Point, NC                      59,400             Coatings
       Rocky Hill, CT                      57,100             Coatings
       South Gate, CA                      40,900             Coatings
       Little Rock, AR                     32,400             Coatings
       Seattle, WA                         29,500             Coatings
       Tulsa, OK                           28,200             Coatings
       Fremont, MI                         10,000          Consumer Products
</TABLE>

ITEM 3.  LEGAL PROCEEDINGS

         The Company is involved in legal proceedings and litigation
         arising in the ordinary course of business. In the opinion of
         management, the outcome of such proceedings and litigation
         currently pending will not materially affect the Company's
         consolidated financial statements.  Guardsman is also subject to
         existing and evolving standards related to the protection of the
         environment.  See Note 8 to the Consolidated Financial Statements
         located at pages A67-68 for additional information.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF
         SECURITY HOLDERS. . . . . . . . . . . . . . . . . . . . . . . .**




_______________

*     All page references preceded by the letter "A" are to the page
      numbers of the 1995 Annual Report to Stockholders incorporated
      herein by reference at Exhibit 13-A, page references preceded
      by the letter "I" refer to pages in the Information Statement
      attached as Annex I to the Company's Schedule 14D-9 dated
      March 8, 1996, and other page references refer to the sequential
      numbers on the original copy of the Form 10-K filed with the
      Securities and Exchange Commission.
**    Not applicable.

                       -8-
                                                                 LOCATION OF
                                                                 INFORMATION*


                                  PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY
         AND RELATED STOCKHOLDERS MATTERS

         (a)  Market Information . . . . . . . . . . . . . . . . . . . A81
         (b)  Holders
<TABLE>
<CAPTION>
                                                  APPROXIMATE NUMBER
                     TITLE OF CLASS               OF RECORD HOLDERS
<S>     <C>                                             <C>
         Common Stock, $1.00 Par Value                   2,395
         Preferred Stock, $1.00 Par Value                 None
</TABLE>

         (c)  Dividends. . . . . . . . . . . . . . . . . . . . . . . . A81

ITEM 6.  SELECTED FINANCIAL DATA . . . . . . . . . . . . . .A45-46, A75-77

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         (a)  Full Fiscal Years. . . . . . . . . . . . . . . . . . .A46-51
         (b)  Interim Periods. . . . . . . . . . . . . . . . . . . . . .**

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY
         DATA

         (a)  Report of Independent Public Accountants . . . . . . .A79-80
         (b)  Consolidated Balance Sheets--
              December 31, 1995 and 1994 . . . . . . . . . . . . . .A52-53
         (c)  Consolidated Statements of Income--
              Years ended December 31, 1995, 1994 and 1993 . . . . . . A54

_______________

*     All page references preceded by the letter "A" are to the page
      numbers of the 1995 Annual Report to Stockholders incorporated
      herein by reference at Exhibit 13-A, page references preceded
      by the letter "I" refer to pages in the Information Statement
      attached as Annex I to the Company's Schedule 14D-9 dated
      March 8, 1996, and other page references refer to the sequential
      numbers on the original copy of the Form 10-K filed with the
      Securities and Exchange Commission.
**    Not applicable.
                       -9-
                                                                 LOCATION OF
                                                                 INFORMATION*


         (d)  Consolidated Statements of Stockholders'
              Equity--Years ended December 31, 1995, 1994
              and 1993 . . . . . . . . . . . . . . . . . . . . . . . . A55
         (e)  Consolidated Statements of Cash Flows--
              Years ended December 31, 1995, 1994 and 1993 . . . . .A56-57
         (f)  Notes to Consolidated Financial Statements--
              December 31, 1995. . . . . . . . . . . . . . . . . . .A58-78

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE. . . . . . . . . . . . . . . . . . . .**

                                 PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
         OF THE REGISTRANT

         (a)  Identification of Directors. . . . . . . . . . .A82-83, I6-7
         (b)  Identification of Executive Officers . . . . . . . A83, I7-8
         (c)  Identification of Certain
              Significant Employees. . . . . . . . . . . . . . . . . . .**
         (d)  Family Relationships . . . . . . . . . . . . . . . . . . .**
         (e)  Business Experience. . . . . . . . . . . . . . . . . . .I6-8
         (f)  Involvement in Certain Legal
              Proceedings. . . . . . . . . . . . . . . . . . .7, 8, A67-68
         (g)  Promoters and Control Persons. . . . . . . . . . . . . . .**



_______________

*     All page references preceded by the letter "A" are to the page
      numbers of the 1995 Annual Report to Stockholders incorporated
      herein by reference at Exhibit 13-A, page references preceded
      by the letter "I" refer to pages in the Information Statement
      attached as Annex I to the Company's Schedule 14D-9 dated
      March 8, 1996, and other page references refer to the sequential
      numbers on the original copy of the Form 10-K filed with the
      Securities and Exchange Commission.
**    Not applicable.








                      -10-
                                                                 LOCATION OF
                                                                 INFORMATION*

ITEM 11. EXECUTIVE COMPENSATION

         (a)  Summary Compensation Table . . . . . . . . . . . . . .I11-12
         (b)  Option Grants Table. . . . . . . . . . . . . . . . . .I12-13
         (c)  Aggregated Option Exercises and
              Fiscal Year-end Option Value Table . . . . . . . . . . . I13
         (d)  Long-term Incentive Plan Awards Table. . . . . . . . .I13-14
         (e)  Defined Benefit Plan Disclosure. . . . . . . . . . . .I14-15
         (f)  Compensation of Directors. . . . . . . . . . . . . . .I10-11
         (g)  Employment Contracts . . . . . . . . . . . . . . . . . . I12
         (h)  Additional Information with Respect
              to Compensation Committee Interlocks and 
              Insider Participation in Compensation
              Decisions. . . . . . . . . . . . . . . . . . . . . . . . I16

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         (a)  Security Ownership of Certain Beneficial Owners. . . . . .I2
         (b)  Security Ownership of Management . . . . . . . . . . . . .I3
         (c)  Changes in Control . . . . . . . . . . . . . . . . . . .I3-4

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         (a)  Transactions With Management and Others. . . . . . . . . .**
         (b)  Certain Business Relationships . . . . . . . . . . . . . .**
         (c)  Indebtedness of Management . . . . . . . . . . . . . . . I16
         (d)  Transactions With Promoters. . . . . . . . . . . . . . . .**




_______________

*     All page references preceded by the letter "A" are to the page
      numbers of the 1995 Annual Report to Stockholders incorporated
      herein by reference at Exhibit 13-A, page references preceded
      by the letter "I" refer to pages in the Information Statement
      attached as Annex I to the Company's Schedule 14D-9 dated
      March 8, 1996, and other page references refer to the sequential
      numbers on the original copy of the Form 10-K filed with the
      Securities and Exchange Commission.
**    Not applicable.






                      -11-
                                                                 LOCATION OF
                                                                 INFORMATION*

                                  PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K

         (a)  The following consolidated financial statements, financial
              statement schedules and exhibits are filed as part of this
              report:

1.  FINANCIAL STATEMENTS.  The consolidated financial statements of
    Guardsman Products, Inc., and the report of independent public
    accountants covering these financial statements, included in the
    Company's 1995 Annual Report to Stockholders are incorporated herein
    by reference and are listed in Item 8 of this Cross Reference Sheet.

2.  FINANCIAL STATEMENT SCHEDULE.**  The following consolidated financial
    statement schedule is included in Item 14(d) and should be read in
    conjunction with the consolidated financial statements of Guardsman
    Products, Inc.:

        Report of Independent Public Accountants
        on Financial Statement Schedule . . . . . . . . . . . . . .Page 18

        Schedule II - Valuation and Qualifying Accounts . . . .Pages 19-20

3.   EXHIBITS.  The exhibits included in Item 14(c) are listed on the
     accompanying Exhibit Index on pages 21 to 24.


_______________

*     All page references preceded by the letter "A" are to the page
      numbers of the 1995 Annual Report to Stockholders incorporated
      herein by reference at Exhibit 13-A, page references preceded
      by the letter "I" refer to pages in the Information Statement
      attached as Annex I to the Company's Schedule 14D-9 dated
      March 8, 1996, and other page references refer to the sequential
      numbers on the original copy of the Form 10-K filed with the
      Securities and Exchange Commission.
**    All other schedules for which provision is made in the applicable
      accounting regulations of the Securities and Exchange Commission
      are either not required under the related instructions, are
      inapplicable or equivalent disclosure has been made in the
      consolidated financial statements and notes thereto, which are
      included in the Registrant's 1995 Annual Report to Stockholders,
      and are incorporated herein.  Therefore, these schedules have
      been omitted.


                      -12-
                    EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

The following is a listing of executive compensation plans and arrangements
(also included in the accompanying Exhibit Index), noting where a copy of
each plan or arrangement can be found:

    10-A Employment Agreement between the Registrant and Charles E.
         Bennett - Form 10-Q for the quarter ended June 30, 1990,
         Exhibit 10a.
    10-B Employment Agreement between the Registrant and Edward D.
         Corlett - Form 10-Q for the quarter ended June 30, 1990,
         Exhibit 10b.
    10-C Employment Agreement between the Registrant and Keith C.
         Vander Hyde, Jr. - Form 10-Q for the quarter ended September
         30, 1991, Exhibit 10b.
    10-D Employment Agreement between the Registrant and Everette L.
         Martin dated August 10, 1995, Pages 25 to 32.
    10-E Employment Agreement between the Registrant and Henry H.
         Graham, Jr. - Form 10-K for the year ended December 31, 1995,
         Exhibit 10-E.
    10-F Form of Guardsman Products, Inc., Supplemental Executive
         Retirement Plan - Form 10-K for the year ended December 31,
         1989, Exhibit 10-D.
    10-G Amendments to Guardsman Products, Inc., Supplemental
         Executive Retirement Plan - Form 10-K for the year ended
         December 31, 1989, Exhibit 10-E.
    10-H Guardsman Products, Inc., Retirement Plan for Directors,
         with attached amendments - Form 10-K for the year ended
         December 31, 1992, Exhibit 10-H.
    10-I Guardsman Products, Inc. Pension Restoration Plan - Form 10-K
         for the year ended December 31, 1995, Exhibit 10-I.
    10-K Guardsman Products, Inc. 1980 Performance Award Plan -
         Form 10-K for the year ended December 31, 1983, Exhibit 10-B.
    10-L Guardsman Products, Inc., 1984 Incentive Stock Option Plan,
         with attached amendments - Form 10-K for the year ended December
         31, 1992, Exhibit 10-K.
    10-M Guardsman Products, Inc., 1988 Stock Option Plan, with attached
         amendments - Form 10-K for the year ended December 31, 1992,
         Exhibit 10-L.
_______________

*     All page references preceded by the letter "A" are to the page
      numbers of the 1995 Annual Report to Stockholders incorporated
      herein by reference at Exhibit 13-A, page references preceded
      by the letter "I" refer to pages in the Information Statement
      attached as Annex I to the Company's Schedule 14D-9 dated
      March 8, 1996, and other page references refer to the sequential
      numbers on the original copy of the Form 10-K filed with the
      Securities and Exchange Commission.


                      -13-
                                                                 LOCATION OF
                                                                 INFORMATION*

    10-N Guardsman Products, Inc., 1991 Stock Option Plan - Definitive
         Proxy Statement filed April 3, 1991, Exhibit A.
    10-O Guardsman Products, Inc., 1995 Long-Term Incentive Plan
         - Definitive Proxy Statement filed March 27, 1995, Exhibit A.
    10-Q Consulting Agreement between the Registrant and Paul K. Gaston
         - Form 10-K Annual Report for the year ended December 31, 1994,
         Exhibit 10-P.
    10-R Amendments to Consulting Agreement between the Registrant and
         Paul K. Gaston - Form 10-Q Quarterly Report for the quarter
         ended September 30, 1995, Exhibits 10-A and 10-B.
    10-S Trust Under Consulting Agreement between the Registrant and
         Old Kent Bank dated July 31, 1995, Pages 33 to 41.
    10-T Non-Qualified Stock Option Agreement between the Registrant and
         Paul K. Gaston - Form 10-K Annual Report for the year ended
         December 31, 1994, Exhibit 10-Q.
    10-U Amendment to Non-Qualified Stock Option Agreement between the
         Registrant and Paul K. Gaston dated August 10, 1995, Page 42.

    (b)  The Company filed a Form 8-K on November 17, 1995, in which it
         reported the restructuring of its Coatings Group including the
         closing of it Grand Rapids, Michigan coatings manufacturing plant
         with the related business being relocated to other Company
         facilities.  No financial statements were filed in connection
         with this Form 8-K.

    (c)  Exhibits required to be filed in response to this portion of
         Item 14 are submitted as a separate section of this report.

    (d)  Financial statement schedule required to be filed in response to
         this portion of Item 14 is submitted as a separate section of
         this report.


SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . Pages 15-16


_______________

*     All page references preceded by the letter "A" are to the page
      numbers of the 1995 Annual Report to Stockholders incorporated
      herein by reference at Exhibit 13-A, page references preceded
      by the letter "I" refer to pages in the Information Statement
      attached as Annex I to the Company's Schedule 14D-9 dated
      March 8, 1996, and other page references refer to the sequential
      numbers on the original copy of the Form 10-K filed with the
      Securities and Exchange Commission.


                      -14-
                                SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report
on Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                  GUARDSMAN PRODUCTS, INC.
                                  (registrant)


Dated:  March 28, 1996            By /S/ HENRY H. GRAHAM, JR.
                                     Henry H. Graham, Jr.
                                      Vice President of Finance,
                                      Chief Financial Officer
                                      and Treasurer

         Pursuant to the requirements of the Securities Exchange Act of
1934, this report on Form 10-K has been signed below on March 29, 1996 by
the following persons on behalf of the registrant and in the capacities
indicated:


/S/ PAUL K. GASTON                     /S/ CHARLES E. BENNETT
Paul K. Gaston*                        Charles E. Bennett
  Chairman                               President, Chief Executive
                                         Officer and Director
                                         (Principal Executive
                                         Officer)


/S/ HENRY H. GRAHAM, JR.               /S/ J. RUSSELL FOWLER
Henry H. Graham, Jr.                   J. Russell Fowler*
  Vice President of Finance              Director
  Chief Financial Officer and
  Treasurer
  (Principal Financial and
  Accounting Officer)


/S/ K. KEVIN HEPP                      /S/ GEORGE R. KEMPTON
K. Kevin Hepp*                         George R. Kempton*
  Director                               Director


/S/ WINTHROP C. NEILSON                /S/ ROBERT D. TUTTLE
Winthrop C. Neilson*                   Robert D. Tuttle*
  Director                               Director


                      -15-
/S/ JAMES L. SADLER                    /S/ ROBERT W. SCHULT
James L. Sadler*                       Robert W. Schult*
  Director                               Director


*By/S/ HENRY H. GRAHAM, JR.
   Henry H. Graham, Jr.
   Attorney-in-fact











































                      -16-
                        ANNUAL REPORT ON FORM 10-K

                            ITEM 14(c) and (d)

                       FINANCIAL STATEMENT SCHEDULE

                                    AND

                             CERTAIN EXHIBITS

                       YEAR ENDED DECEMBER 31, 1995

                         GUARDSMAN PRODUCTS, INC.

                          GRAND RAPIDS, MICHIGAN




































                      -17-
                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                          ON FINANCIAL STATEMENT
                                 SCHEDULE


To the Stockholders and Board of Directors of Guardsman Products, Inc.:

We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in Guardsman Products,
Inc.'s annual report to stockholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated January 25, 1996 (except
with respect to the matter discussed in Note 15, as to which the date is March
4, 1996).  Our report on the consolidated financial statements includes an
explanatory paragraph with respect to the change in the method of accounting
for income taxes in 1993 as explained in note 4 to the consolidated financial
statements.  Our audit was made for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The schedule listed at
Item 14(a)2 is the responsibility of the company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements.
The schedule has been subjected to the auditing procedures applied in our
audit of the basic financial statements and, in our opinion, fairly states
in all material respects the financial data required to be set forth therein
in relation to the basic financial statements taken as a whole.



/S/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Grand Rapids, Michigan
January 25, 1996 (except with respect
to the matter discussed in Note 15,
as to which the date is
March 4, 1996)

















                      -18-
<TABLE>
                          SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                      GUARDSMAN PRODUCTS, INC.
                            YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                                        AMOUNTS IN THOUSANDS
<CAPTION>
          COL A                                  COL B                    COL C                      COL D              COL E
                                                                        ADDITIONS
                                                                                 CHARGED
                                               BALANCE AT      CHARGED TO        TO OTHER                              BALANCE
                                               BEGINNING       COSTS AND        ACCOUNTS--         DEDUCTIONS--        AT END
       DESCRIPTION                             OF PERIOD       EXPENSES          DESCRIBE            DESCRIBE         OF PERIOD
<S>                                           <C>              <C>              <C>               <C>                  <C>
Year ended December 31, 1995:
  Deducted from asset accounts:

  Accumulated amortization of
    goodwill                                   $  3,251         $   913          $_______          $    270<FF>         $3,894
  Accumulated amortization of
    other intangible assets <FA>                  5,374           2,547           _______             1,780<FF>          6,141
  Accounts receivable allowances                    808             648                                 887<FG>            569

Year ended December 31, 1994:
  Deducted from asset accounts:

  Accumulated amortization of
    goodwill                                      2,657             669           _______                75<FC>          3,251
  Accumulated amortization of
    other intangible assets <FA>                  4,003           1,980           _______               609<FE>          5,374
  Accounts receivable allowances                    859             329           _______               380<FG>            808

Year ended December 31, 1993:
  Deducted from asset accounts:

  Accumulated amortization of
    goodwill                                      2,078             518                109<FB>           48<FC>          2,657
  Accumulated amortization of
    other intangible assets <FA>                  3,565           1,554                 38<FB>        1,154<FE>          4,003
  Reserve for discontinued operations             1,520          ______           ________              358<FD>          1,162
  Accounts receivable allowances                    514             629           ________              284<FG>            859
<FN>
NOTES:

<FA> Other intangible assets include costs of formulas, patents, trademarks and other costs.  
<FB> Additions charged to other accounts represent accumulated amortization amounts for Armorguard
     Products, Inc., which was fully consolidated effective January 1, 1993.
<FC> Deductions from accumulated amortization of goodwill represent foreign currency translation
     adjustments in 1994  and 1993.
<FD> Deductions from the reserve for discontinued operations represent the disposal of associated
     assets during 1994 and 1993.

                                      -19-
<FE> Deductions from accumulated amortization of other intangible assets for 1994 and 1993 represent
     the write-off of fully amortized intangible assets.
<FF> Deductions from accumulated amortization of goodwill and other intangible assets represent the
     write-off of goodwill and other intangible assets as a result of the restructuring and foreign
     currency translation adjustments in 1995.
<FG> Deductions from accounts receivable allowances represent doubtful accounts charged to the
     allowance.
</FN>
</TABLE>










































                      -20-
                               EXHIBIT INDEX


 3-A      Guardsman Products, Inc., Restated Certificate of Incorporation,
          which was filed as an exhibit to the Registrant's Form 10-Q
          Quarterly Report filed with the Securities and Exchange
          Commission on November 7, 1995, is hereby incorporated by
          reference.

 3-B      Guardsman Products, Inc., Bylaws, which was filed as an exhibit
          to the Registrant's Form 10-Q Quarterly Report filed with the
          Securities and Exchange Commission on August 10, 1994, are hereby
          incorporated by reference.

 4-A      An amendment to the existing Credit Agreement (and related
          Revolving Credit Note), dated July 21, 1994, between Guardsman
          Products, Inc. and Comerica Bank to increase the amount the
          Company can borrow from $15,000,000 to $20,000,000, which was
          filed as an exhibit to the Registrant's Form 10-Q Quarterly
          Report filed with the Securities and Exchange Commission on
          August 10, 1994, is hereby incorporated by reference.

 4-B      An amendment to the existing Credit Agreement (and related
          Revolving Credit Note), dated November 9, 1993, between Guardsman
          Products, Inc. and Comerica Bank to increase the amount the
          Company can borrow from $10,000,000 to $15,000,000, which was
          filed as an exhibit to the Registrant's Form 10-K Annual Report
          filed with the Securities and Exchange Commission on March 22,
          1994, is hereby incorporated by reference.

 4-C      $10,000,000 Credit Agreement (and Related Revolving Credit Note)
          between Guardsman Products, Inc. and Comerica Bank, dated June 5,
          1992, which was filed as an exhibit to the Registrant's Form 10-K
          Annual Report filed with the Securities and Exchange Commission
          on March 23, 1993, is hereby incorporated by reference.

 4-D      $20,000,000 Credit Agreement (and related Note) between Guardsman
          Products, Inc. and The First National Bank of Chicago, dated July
          15, 1994, which as filed as an exhibit to the Registrant's Form
          10-Q Quarterly Report filed with the Securities and Exchange
          Commission on August 10, 1994, is hereby incorporated by
          reference.

 4-E      The Registrant also has other classes of long-term debt
          instruments outstanding.  The amount of debt outstanding on these
          other long-term debt instruments at the date of this Form 10-K
          Annual Report does not exceed 10% of the Registrant's total
          consolidated assets.  The Registrant agrees to furnish copies of
          agreements pertaining to such long-term indebtedness to the
          Securities and Exchange Commission upon request.

                      -21-
10-A      Employment Agreement between the Registrant and Charles E.
          Bennett, which was filed as an exhibit to the Registrant's
          Form 10-Q Quarterly Report filed with the Securities and Exchange
          Commission on August 13, 1990, is hereby incorporated by
          reference.

10-B      Employment Agreement between the Registrant and Edward D.
          Corlett, which was filed as an exhibit to the Registrant's
          Form 10-Q Quarterly Report filed with the Securities and Exchange
          Commission on August 13, 1990, is hereby incorporated by
          reference.

10-C      Employment Agreement between the Registrant and Keith C. Vander
          Hyde, Jr., which was filed as an exhibit to the Registrant's Form
          10-Q Quarterly Report filed with the Securities and Exchange
          Commission on November 13, 1991, is hereby incorporated by
          reference.

10-D      Employment Agreement between the Registrant and Everette C.
          Martin dated August 10, 1995, Pages 25 to 32.

10-E      Employment Agreement between the Registrant and Henry H. Graham,
          Jr., which was filed as an exhibit to the Registrant's Form 10-K
          Annual Report filed with the Securities and Exchange Commission
          on March 30, 1995, is hereby incorporated by reference.

10-F      Form of Guardsman Products, Inc. Supplemental Executive
          Retirement Plan between the Registrant and Charles E. Bennett,
          Edward D. Corlett, Henry H. Graham, Jr., Everette L. Martin,
          Keith C. Vander Hyde, Jr. and nine other current and former
          employees, which was filed as an exhibit to the Registrant's
          Form 10-K Annual Report for the year ended December 31, 1989, is
          hereby incorporated by reference.

10-G      Amendments to Guardsman Products, Inc. Supplemental Executive
          Retirement Plan approved by Board of Directors on February 9,
          1989, and November 14, 1989, which were filed as an exhibit to
          the Registrant's Form 10-K Annual Report for the year ended
          December 31, 1989, are hereby incorporated by reference.

10-H      Guardsman Products, Inc. Retirement Plan for Directors, with
          attached amendments, which was filed as an exhibit to the
          Registrant's Form 10-K Annual Report filed with the Securities
          and Exchange Commission on March 23, 1993, is hereby incorporated
          by reference.

10-I      Guardsman Products, Inc. Pension Restoration Plan which was filed
          as an exhibit to the Registrant's Form 10-K Annual Report filed
          with the Securities and Exchange Commission on March 30, 1995, is
          hereby incorporated by reference. 

                      -22-
10-J      Form of Indemnity Agreement entered into by the Registrant with
          the directors and executive officers of the Corporation, which
          was filed as an exhibit to the Registrant's Form 10-K Annual
          Report for the year ended December 31, 1986, is hereby
          incorporated by reference.

10-K      Guardsman Products, Inc. 1980 Performance Award Plan, which was
          filed as an exhibit to the Registrant's Form 10-K Annual Report
          for the year ended December 31, 1983, is hereby incorporated by
          reference.

10-L      Guardsman Products, Inc. 1984 Incentive Stock Option Plan, with
          attached amendments, which was filed as an exhibit to the
          Registrant's Form 10-K Annual Report filed with the Securities
          and Exchange Commission on March 23, 1993, is hereby incorporated
          by reference.

10-M      Guardsman Products, Inc. 1988 Stock Option Plan, with attached
          amendments, which was filed as an exhibit to the Registrant's
          Form 10-K Annual Report filed with the Securities and Exchange
          Commission on March 23, 1993, is hereby incorporated by
          reference.

10-N      Guardsman Products, Inc. 1991 Stock Option Plan, which was filed
          as an exhibit to the Registrant's Definitive Proxy Statement
          filed with the Securities and Exchange Commission on April 3,
          1991, is hereby incorporated by reference.

10-O      Guardsman Products, Inc., 1995 Long-Term Incentive Plan, which
          was filed as an exhibit to the Registrant's Definitive Proxy
          Statement filed with the Securities and Exchange Commission on
          March 27, 1995, is hereby incorporated by reference.

10-P      Guardsman Products, Inc. 1988 Dividend Reinvestment and Stock
          Purchase Plan, which was filed as an exhibit to the Registrant's
          Form 10-K Annual Report for the year ended December 31, 1988, is
          hereby incorporated by reference.

10-Q      Consulting Agreement between the Registrant and Paul K. Gaston,
          which was filed as an exhibit to the Registrant's Form 10-K
          Annual Report filed with the Securities and Exchange Commission
          on March 30, 1995, is hereby incorporated by reference.

10-R      Amendments to Consulting Agreement between the Registrant and
          Paul K. Gaston, which were filed as an exhibit to the
          Registrant's Form 10-Q Quarterly Report filed with the Securities
          and Exchange Commission on November 7, 1995, are hereby
          incorporated by reference.



                      -23-
10-S      Trust Under Consulting Agreement between the Registrant and Old
          Kent Bank dated July 31, 1995, Pages 33 to 41.

10-T      Non-Qualified Stock Option Agreement between the Registrant and
          Paul K. Gaston, which was filed as an exhibit to the Registrant's
          Form 10-K Annual Report filed with the Securities and Exchange
          Commission on March 30, 1995, is hereby incorporated by
          reference.

10-U      Amendment to Non-Qualified Stock Option Agreement between the
          Registrant and Paul K. Gaston dated August 10, 1995, Page 42.

10-V      Stockholder Agreement between the Registrant and James L. and
          John H. Sadler which was filed as an exhibit to the Registrant's
          Form 10-K Annual Report filed with the Securities and Exchange
          Commission on March 30, 1995, is hereby incorporated by
          reference.

10-W      Amendment to Stockholder Agreement between the Registrant and
          James L. and John H. Sadler dated November 9, 1995, Page 43.

10-X      Noncompetition Agreement between the Registrant and James L.
          Sadler which was filed as an exhibit to the Registrant's Form
          10-K Annual Report filed with the Securities and Exchange
          Commission on March 30, 1995, is hereby incorporated by reference.

11        Statement Re:  Computation of Per Share Income, Page 44.

13        Excerpts from 1995 Annual Report to Stockholders, Pages 45 to
          85.

21        List of Subsidiaries, Page 86.

23        Consent of Independent Public Accountants, Page 87.

24        Powers of Attorney, Pages 88 to 100.















                      -24-