<PAGE>   1


                                    FORM 10-Q



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                     For quarterly period ended JUNE 29, 1997
                                                -------------

                          Commission File Number 1-7484
                                                 ------


                                EKCO GROUP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



           DELAWARE                                              11-2167167
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)



                 98 SPIT BROOK ROAD, NASHUA, NEW HAMPSHIRE 03062
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (603) 888-1212
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



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
                                      -----    -----

As of July 30, 1997, there were issued and outstanding 18,979,709 shares of 
common stock of the registrant.


PART I
ITEM 1. FINANCIAL STATEMENTS

                        EKCO GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS


                                       1
<PAGE>   2

<TABLE>
                                   (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<CAPTION>

                                                                               JUNE 29,                DECEMBER 29,
                                                                                 1997                      1996
                                                                               --------                ------------
                                                                             (UNAUDITED)
<S>                                                                            <C>                       <C>     
ASSETS
Current assets
   Cash and cash equivalents                                                   $ 12,968                  $ 15,706
   Accounts receivable, net                                                      36,747                    42,182
   Inventories                                                                   68,710                    47,422
   Other current assets                                                           6,259                     6,180
   Net assets of discontinued operations                                          2,730                    17,030
   Deferred income tax                                                           10,947                    10,857
                                                                               --------                  --------
         Total current assets                                                   138,361                   139,377

Property and equipment, net                                                      34,625                    34,998
Other assets                                                                      7,930                     6,569
Excess of cost over fair value of net assets
   acquired, net                                                                109,287                   111,132
                                                                               --------                  --------
         Total assets                                                          $290,203                  $292,076
                                                                               ========                  ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Accounts payable                                                            $ 14,968                  $ 18,395
   Accrued expenses                                                              28,248                    28,688
   Income taxes                                                                   5,340                     2,651
                                                                               --------                  --------
          Total current liabilities                                              48,556                    49,734
                                                                               --------                  --------

Long-term obligations, less current portion                                     124,226                   124,182
                                                                               --------                  --------
Other long-term liabilities                                                      10,410                    11,052
                                                                               --------                  --------
Series B ESOP Convertible Preferred Stock, net; 
   outstanding 1,381 shares and 1,439 shares,
   respectively, redeemable at $3.61 per share                                    4,298                     4,098
                                                                               --------                  --------
Commitments and contingencies                                                         -                         -
Minority interest                                                                   494                       495
                                                                               --------                  --------

Stockholders' equity
   Common stock, $.01 par value; outstanding
     18,941 shares and 18,580 shares,
     respectively                                                                   189                       186
   Capital in excess of par value                                               108,608                   107,622
   Cumulative translation adjustment                                                785                       869
   Retained earnings (deficit)                                                   (2,657)                   (1,352)
   Unearned compensation                                                         (2,859)                   (2,963)
   Pension liability adjustment                                                  (1,847)                   (1,847)
                                                                               --------                  --------
                                                                                102,219                   102,515
                                                                               --------                  --------

         Total liabilities and stockholders' equity                            $290,203                  $292,076
                                                                               ========                  ========
</TABLE>

The accompanying notes are an integral part of the financial statements.

                                       2
<PAGE>   3



                        EKCO GROUP, INC. AND SUBSIDIARIES
<TABLE>
                                   CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                      FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 29, 1997 AND JUNE 30, 1996
                                    (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                     (UNAUDITED)
<CAPTION>

                                                                      THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                                    -----------------------         -------------------------
                                                                      1997            1996            1997             1996
                                                                    -------         -------         --------         --------

<S>                                                                 <C>             <C>             <C>              <C>     
Net revenues                                                        $57,510         $50,606         $111,398         $101,696
                                                                    -------         -------         --------         --------

Costs and expenses
     Cost of sales                                                   39,158          34,573           76,028           70,024
     Selling, general and administrative                             14,845          13,306           29,745           25,875
     Special charge                                                     320               -              614                0
     Amortization of excess of cost over
       fair value                                                       907             908            1,816            1,817
                                                                    -------         -------         --------         --------
                                                                     55,230          48,787          108,203           97,716
                                                                    -------         -------         --------         --------
Income before interest and income taxes                               2,280           1,819            3,195            3,980
                                                                    -------         -------         --------         --------

Net interest
     Interest expense                                                 3,118           3,161            6,253            6,187
     Investment income                                                 (260)             (9)            (530)             (99)
                                                                    -------         -------         --------         --------
                                                                      2,858           3,152            5,723            6,088
                                                                    -------         -------         --------         --------
Loss from continuing operations before
     income taxes and extraordinary charge                             (578)         (1,333)          (2,528)          (2,108)

Income tax benefit                                                     (281)         (1,004)          (1,223)          (1,748)
                                                                    -------         -------         --------         --------

Loss from continuing operations before
     extraordinary charge                                              (297)           (329)          (1,305)            (360)

Loss from discontinued operations, net
     of tax benefit of $76 and $486                                       0            (206)               0             (553)
                                                                    -------         -------         --------         --------

Loss before extraordinary charge                                       (297)           (535)          (1,305)            (913)

Extraordinary charge for early retirement
     of debt, net of tax benefit of $2,139                                -               -                -           (3,208)
                                                                    -------         -------         --------         --------

Net loss                                                            $  (297)        $  (535)        $ (1,305)        $ (4,121)
                                                                    =======         =======         ========         ========

Loss per common share
     Loss from continuing operations before
       extraordinary charge                                         $ (0.02)        $ (0.02)        $  (0.07)        $  (0.02)
     Loss from discontinued operations                                    -           (0.01)               -            (0.03)
                                                                    -------         -------         --------         --------
     Loss before extraordinary charge                                 (0.02)          (0.03)           (0.07)           (0.05)
     Extraordinary charge                                                 -               -                -            (0.17)
                                                                    -------         -------         --------         --------
     Loss per common share                                          $ (0.02)        $ (0.03)        $  (0.07)        $  (0.22)
                                                                    =======         =======         ========         ========

Weighted average number or shares used in
     computation of per share data                                   18,934          18,460           18,811           18,435
                                                                    =======         =======         ========         ========
</TABLE>


The accompanying notes are an integral part of the financial statements.


                                       3
<PAGE>   4


                        EKCO GROUP, INC. AND SUBSIDIARIES
<TABLE>
                                   CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                              FOR THE SIX MONTHS ENDED JUNE 29, 1997 AND JUNE 30, 1996
                                               (AMOUNTS IN THOUSANDS)
                                                     (UNAUDITED)
<CAPTION>
                                                                                        1997                 1996
                                                                                      --------            ---------
<S>                                                                                   <C>                 <C>       
Cash flows from operating activities
   Net loss                                                                           $ (1,305)           $  (4,121)
   Adjustments to reconcile net income to net cash
    provided by (used for) operations
        Depreciation                                                                     3,720                3,755
        Amortization of excess of cost over fair value                                   1,816                1,817
        Amortization of deferred finance costs                                             284                  233
        Other amortization                                                               2,211                3,086
        Special charges                                                                    614                    -
        Extraordinary charge                                                                 -                3,208
        Other                                                                              152                  (65)
        Changes in certain assets and liabilities, net of effects from
         acquisition of business, affecting cash provided by (used in)
         operations
             Accounts receivable                                                         5,182                9,028
             Inventories                                                               (21,328)             (11,719)
             Prepaid marketing costs                                                    (2,151)              (1,637)
             Other assets                                                                  934               (2,602)
             Accounts payable and accrued expenses                                      (7,086)              (1,414)
             Income taxes payable                                                        2,686                 (536)
                                                                                      --------            ---------

Net cash provided by (used in) operations:
   Continuing operations                                                               (14,271)                (967)
   Discontinued operations                                                              14,300                1,541
                                                                                      --------            ---------
     Net cash provided by operations                                                        29                  574
                                                                                      --------            ---------
Cash flows from investing activities
   Proceeds from sale of property and equipment                                            112                   32
   Capital expenditures for continuing operations                                       (3,482)              (4,275)
   Capital expenditures for discontinued operations                                                          (1,226)
                                                                                      --------            ---------
             Net cash used in investing activities                                      (3,370)              (5,469)
                                                                                      --------            ---------

Cash flows from financing activities
   Proceeds from issuance of notes payable and
    long-term obligations                                                                    -              123,528
   Payment of dividends                                                                      -                 (796)
   Payment of notes and long-term obligations                                                -             (117,973)
           Other                                                                           618                  213
                                                                                      --------            ---------
             Net cash provided by (used in) financing
                activities                                                                 618                4,972
Effect of exchange rate changes on cash                                                    (15)                   1
                                                                                      --------            ---------
Net increase (decrease) in cash and cash equivalents                                    (2,738)                  78
Cash and cash equivalents at beginning of year                                          15,706                  142
                                                                                      --------            ---------
Cash and cash equivalents at end of period                                            $ 12,968            $     220
                                                                                      ========            =========

Cash paid during the period for
        Interest                                                                      $  5,916            $   3,553
        Income taxes                                                                    (3,821)                  47
</TABLE>

The accompanying notes are an integral part of the financial statements.

                                        4
<PAGE>   5



                        EKCO GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


(1)      BASIS OF PRESENTATION AND OTHER MATTERS

         The consolidated condensed financial statements included herein have
been prepared by Ekco Group, Inc. (the "Company"), without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. It is believed,
however, that the disclosures are adequate to make the information presented not
misleading. It is suggested that these condensed financial statements be read in
conjunction with the financial statements and the notes thereto included in the
Company's latest annual report on Form 10-K. The consolidated condensed
financial statements include the accounts of the Company and its subsidiaries.
All significant intercompany accounts and transactions have been eliminated. The
condensed financial statements, in the opinion of management, reflect all
adjustments necessary to fairly state the Company's financial position and the
results of its operations. Such adjustments are of a normal recurring nature.

         A large part of the Company's business is seasonal. Historically,
revenues in the last half of the calendar year have been greater than revenues
in the first half of the year. Accordingly, the results for the entire year may
not necessarily be the product of annualizing results for any interim period.


(2)      DISCONTINUED OPERATIONS

         On January 31, 1997, the Company's Board of Directors approved
management's plan to dispose of the Company's molded plastic products business.
Accordingly, in its latest annual report on Form 10-K the Company reported the
results of the operations of the molded plastics products business and the loss
on disposal as discontinued operations. During the quarterly period ended March
30, 1997 (the "First Quarter of Fiscal 1997") the Company sold substantially all
of the assets of its molded plastics products business for cash proceeds of
approximately $14.3 million and a $2.0 million promissory note. On July 18,
1997, the Company sold the Worcester, Massachusetts facility for approximately
$2.9 million which was classified as a portion of net assets of discontinued
operations at June 29, 1997.











                        EKCO GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)



                                       5
<PAGE>   6


(2)  DISCONTINUED OPERATIONS CONTINUED

         Net assets of discontinued operations classified separately in the
consolidated condensed balance sheets as of December 29, 1996 are as follows:
(Amounts in thousands)

<TABLE>
<S>                                                  <C>    
Accounts receivable, net                             $ 4,210
Inventories                                            6,138
Prepaid expenses and other assets                         67
Property and equipment, net                           16,743
Accounts payable                                      (2,416)
Accrued expenses                                      (2,212)
Loss on disposal                                      (5,500)
                                                     -------
                                                     $17,030
                                                     =======
</TABLE>

         Certain information with respect to the statement of operations from
discontinued operations for the three and six months ended June 30, 1996
follows:

<TABLE>
<CAPTION>
                                                    THREE MONTHS     SIX MONTHS
                                                    ------------     ----------
                                                       (AMOUNTS IN THOUSANDS)

<S>                                                    <C>            <C>    
Net revenues                                           $ 5,274        $11,145
                                                       -------        -------
Cost of sales                                            4,771         10,409
Selling, general and administrative                        584          1,374
Goodwill amortization                                      201            401
                                                       -------        -------
                                                         5,556         12,184
                                                       -------        -------
Loss before income tax benefit                            (282)        (1,039)
Income tax benefit                                         (76)          (486)
                                                       -------        -------
Loss from discontinued operations                      $  (206)       $  (553)
                                                       =======        =======
</TABLE>


(3)  ACCOUNTS RECEIVABLE, NET

               Accounts receivable consisted of the following:

<TABLE>
<CAPTION>
                                          JUNE 29, 1997      DECEMBER 29, 1996
                                          -------------      -----------------
                                                (AMOUNTS IN THOUSANDS)
                                                             
     <S>                                     <C>                  <C>    
     Accounts receivable                     $37,750              $42,942
     Allowance for doubtful accounts          (1,003)                (760)
                                             -------              -------
                                             $36,747              $42,182
                                             =======              =======
</TABLE>
                                                            




                        EKCO GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)



(4)  INVENTORIES

               The components of inventory were as follows:


                                       6

<PAGE>   7

<TABLE>
<CAPTION>
                                         JUNE 29, 1997       DECEMBER 29, 1996
                                         -------------       -----------------
                                                (AMOUNTS IN THOUSANDS)
     
     <S>                                    <C>                    <C>    
     Raw materials                          $12,141                $ 9,628
     Work in process                          4,717                  3,253
     Finished goods                          51,852                 34,541
                                            -------                -------
                                            $68,710                $47,422
                                            =======                =======
</TABLE>
                                                    

(5)  PROPERTY AND EQUIPMENT, NET

             Property and equipment consisted of the following:

<TABLE>
<CAPTION>
                                          JUNE 29, 1997      DECEMBER 29, 1996
                                          -------------      -----------------
                                                 (AMOUNTS IN THOUSANDS)
      <S>                                    <C>                 <C>    
      Property and equipment at cost                                      
        Land, buildings and improvements     $14,677             $14,623
        Equipment, factory and other          61,536              58,963
                                             -------             -------
                                              76,213              73,586
      Less accumulated depreciation           41,588              38,588
                                             -------             -------
                                             $34,625             $34,998
                                             =======             =======
</TABLE>
                                                              

(6)  EXCESS OF COST OVER FAIR VALUE OF NET ASSETS ACQUIRED, NET

             Excess of cost over fair value of net assets acquired is net of
accumulated amortization of $30,502 and $28,690 as of June 29, 1997 and December
29, 1996, respectively.


(7)  LONG-TERM OBLIGATIONS
             At June 29, 1997, the Company was not in compliance with certain
covenants of its revolving credit facility and such noncompliance has been
waived. On July 8, 1997, the Company amended and restated its revolving credit
facility ("Credit Agreement"). The restated Credit Agreement provides a maximum 
credit line of $35 million maturing on April 30,2000. The maximum outstanding
balance under the Credit Agreement will equate to 80% of eligible accounts
receivable plus 50% of eligible inventory as determined on a monthly basis.
Loans under the Credit Agreement bear interest at either the bank's prime rate
or the LIBOR rate plus 1.25% or 1.50% depending upon the Company's ratio of
Funded Debt to EBITDA (as defined). The Credit Agreement provides for a
commitment fee of three-eighths of one percent on the unused portion of the
commitment amount. Borrowings under the Credit Agreement are collateralized by
substantially all of the assets of the Company not otherwise pledged. The
amended and restated Credit Agreement revised certain financial and operating
covenants of which the most restrictive requires the Company to maintain a
minimum level of cash flow and net worth.
        



                        EKCO GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


(8)  INCOME TAXES

         The Company's effective tax rate fluctuates significantly due to the
impact of goodwill amortization which is not deductible for tax purposes. The
Company's effective tax rate as reported in its latest annual report on Form
10-K was 787% for the year ended December 29, 1996. The anticipated effective
rate for fiscal 1997 is 48%.


(9)  SERIES B ESOP CONVERTIBLE PREFERRED STOCK, NET



                                       7
<PAGE>   8

     Series B ESOP Convertible Preferred Stock, net, consisted of the following:

<TABLE>
<CAPTION>
                                                               JUNE 29, 1997        DECEMBER 29, 1996
                                                               -------------        -----------------
                                                                        (AMOUNTS IN THOUSANDS)

     <S>                                                           <C>                    <C>    
     Series B ESOP Convertible Preferred
       Stock, par value $.01, redeemable at
            $3.61 per share                                        $4,989                 $ 5,196
     Unearned compensation                                           (691)                 (1,098)
                                                                   ------                 -------
                                                                   $4,298                 $ 4,098
                                                                   ======                 =======
</TABLE>


(10)  COMMON STOCK, $.01 PAR VALUE

          Share information regarding common stock consisted of the following:

<TABLE>
<CAPTION>
                                                               JUNE 29, 1997        DECEMBER 29, 1996
                                                               -------------        -----------------
                                                                        (AMOUNTS IN THOUSANDS)

     <S>                                                           <C>                    <C>    
     Authorized shares                                             60,000                 60,000
                                                                   ======                 ======

     Shares issued                                                 28,357                 27,997
     Shares held in treasury                                        9,416                  9,417
                                                                   ------                 ------
                                                                   18,941                 18,580
                                                                   ======                 ======
</TABLE>


(11)  LOSS PER COMMON SHARE

          Primary earnings per common share are based upon the weighted average
of common stock and dilutive common stock equivalent shares outstanding during
each period. Fully diluted earnings per share have been omitted since they are
either the same as primary earnings per share or anti-dilutive. The weighted
average number of shares used in computation of earnings per share consisted of
the following for the periods presented:



                                       8
<PAGE>   9



                        EKCO GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


(11)  LOSS PER COMMON SHARE (CONTINUED)

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED                    SIX MONTHS ENDED
                                                           JUNE 29,            JUNE 30,          JUNE 29,         JUNE 30,
                                                           --------            --------          --------         --------
                                                             1997                1996              1997             1996
                                                           --------            --------          --------         --------
                                                                                 (AMOUNTS IN THOUSANDS)

     <S>                                                   <C>                 <C>               <C>              <C>   
     Weighted average shares of common
         stock outstanding during the period                 18,934              18,460            18,811           18,435

     Series B ESOP Convertible Preferred                      anti-               anti-             anti-            anti-
         Stock                                             dilutive            dilutive          dilutive         dilutive

     Weighted average common equivalent                       anti-                anti             anti-            anti-
         shares due to stock options                       dilutive            dilutive          dilutive         dilutive    
                                                           --------            --------          --------         --------
                                                             18,934              18,460            18,811           18,435 
                                                           ========            ========          ========           ======  
                                                           
</TABLE>


(12)  CONTINGENCIES

      LEGAL PROCEEDINGS

      The Company is a party to several pending legal proceedings and claims.
Although the outcome of such proceedings and claims cannot be determined with
certainty, the Company's management is of the opinion that the expected final
outcome should not have a material adverse effect on the Company's financial
position, results of operations or liquidity.

      ENVIRONMENTAL MATTERS

      From time to time, the Company has had claims asserted against it by
regulatory agencies or private parties for environmental matters relating to the
generation or handling of hazardous substances by the Company or its
predecessors and has incurred obligations for investigations or remedial actions
with respect to certain of such matters. While the Company does not believe that
any such claims asserted or obligations incurred to date will result in a
material adverse effect upon the Company's financial position, results of
operations or liquidity, the Company is aware that at its facilities in
Massillon and Hamilton, Ohio; Easthampton, Massachusetts; Lititz, Pennsylvania;
Chicago, Illinois and at its previously owned facility in Hudson, New Hampshire
hazardous substances and oil have been detected and that additional
investigation will be, and remedial action will or may be, required at such
facilities. Operations at these and other facilities currently or previously
owned or leased by the Company utilize, or in the past have utilized, hazardous
substances. There can be no assurance that activities at these or any other
facilities or future facilities may not result in additional environmental
claims being asserted against the Company or additional investigations or
remedial actions being required.



                        EKCO GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)



                                       9
<PAGE>   10


      ENVIRONMENTAL MATTERS (CONTINUED)

               In connection with the acquisition of Kellogg Brush Manufacturing
Co. and subsidiaries ("Kellogg") by the Company in 1993, the Company engaged
environmental engineering consultants ("Consultants") to review potential
environmental liabilities at all of Kellogg's properties. Such investigation and
testing resulted in the identification of likely environmental remedial actions,
operation, maintenance and ground water monitoring and the estimated costs
thereof. Management, based upon the engineering studies, originally estimated
the total remediation and ongoing ground water monitoring costs to be
approximately $6.0 million, including the effects of inflation, and accordingly
at that time, recorded a liability of approximately $3.8 million, representing
the undiscounted costs of remediation and the net present value of future costs
discounted at 6%. Based upon the most recent cost estimates provided by the
Consultants, the Company believes the total remediation and compliance costs
will be approximately $1.8 million and the expense for the ongoing operation,
maintenance and ground water monitoring will be $12,500 for Fiscal 1997 and
$12,500 to $25,000 for each of the 30 years thereafter. As of June 29, 1997, the
liability recorded by the Company was approximately $3.4 million. Although the
current estimated costs of remediation are less than the liability recorded at
June 29, 1997, the Company does not consider any adjustment to be prudent at
this time given the inherent uncertainties involved in completing the
remediation processes. The Company expects to pay approximately $110,500 of the
remediation costs in the current year ("Fiscal 1997") with the balance being
paid out in fiscal 1998 and 1999. During the first six months of Fiscal 1997,
the Company paid approximately $12,000 of such costs. The estimates may
subsequently change should additional sites be identified or further remediation
measures be required or undertaken or interpretation of current laws or
regulations be modified. The Company has not anticipated any insurance proceeds
or third-party payments in arriving at the above estimates.


(13)  SPECIAL CHARGE

      The special charge relates to the recognition of appreciation in value
of stock appreciation rights granted to the Company's former Chief Executive
Officer pursuant to a December 1996 severance arrangement.


(14)  EXTRAORDINARY CHARGE

      On March 25, 1996, the Company sold $125.0 million of its 9.25% Senior
Notes due 2006 at a price of 99.2291% of face value in a private offering to
institutional investors. The Company used the net proceeds of the Senior Notes
to (i) repurchase its outstanding 12.7% Notes due 1998 and 7.0% Convertible
Subordinated Note due 2002 and (ii) repay substantially all amounts outstanding
under its revolving credit facility. The early extinguishment of the 12.7% Notes
and 7% Convertible Subordinated Note resulted in an extraordinary pre-tax charge
of $5.3 million and an after tax charge of $3.2 million.



                                       10

<PAGE>   11



                        EKCO GROUP, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION


RESULTS OF OPERATIONS

        The following discussion and analysis of the consolidated results of
operations for the thirteen week period ended June 29, 1997 (the "Second Quarter
of Fiscal 1997") and June 30, 1996 (the "Second Quarter of Fiscal 1996") and for
the twenty six week period ended June 29, 1997 (the "First Half of Fiscal 1997")
and June 30, 1996 (The "First Half of Fiscal 1996") and the financial condition
at June 29, 1997 should be read in conjunction with the Company's Consolidated
Condensed Financial Statements and Notes thereto. Because of the seasonality of
the Company's revenues, which have historically been concentrated in the second
half of its fiscal year, the results of operations and the balance sheet for, or
as of, the end of any interim period may not be indicative of either a full
year's operations or the financial condition of the Company at the end of any
fiscal year.

NET REVENUES

        Net revenues for the Second Quarter and First Half of Fiscal 1997
increased approximately $6.9 million (13.6%) and $9.7 million (9.5%) from the
comparable prior year periods, respectively. The increase in net revenues was
primarily due to higher sales of the Company's insulated bakeware line due to
product line expansion introduced in fiscal 1996, increased sales of kitchen
tools and gadgets resulting from the roll-out of new plan-o-grams at several key
customers, a high level of acceptance of new products introduced during fiscal
1996 and increased sales of the Company's animal care and pest control products.
Net revenues for the Second Quarter and First Half of Fiscal 1996 included net
revenues of $.9 million and $2.5 million, respectively from the Company's
wireforming business, which was divested in the fourth quarter of Fiscal 1996.

GROSS PROFIT

        The gross profit margin for the Second Quarter and First Half of Fiscal
1997 was 31.9% and 31.8%, respectively. For the Second Quarter and First Half
of Fiscal 1996, the gross profit margin was 31.7% and 31.1%, respectively.
While competition has remained intensive across all product lines, the Company
did slightly improve gross profit margins. The improvement in gross margin was
due primarily to successful efforts in obtaining lower purchase costs for the
Company's kitchen tools and gadgets products and improvement in bakeware
manufacturing efficiencies.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

        Selling, general and administrative expenses for the Second Quarter and
First Half of Fiscal 1997 increased approximately $1.5 million (11.5%) and $3.9
million (15.0%) from the comparable prior year periods. The increase in selling,
general and administrative expenses was due primarily to increased investment
in improved packaging, costs associated with new display fixtures and increased
costs of maintaining current customers and acquiring new distribution in an
increasingly competitive marketplace. Selling expenses additionally increased
as a result of higher year-over-year sales.


                        EKCO GROUP, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            RESULTS OF OPERATIONS AND FINANCIAL CONDITION (CONTINUED)



                                       11
<PAGE>   12


EXTRAORDINARY CHARGE

        On March 25, 1996, the Company sold $125.0 million of its 9.25% Senior 
Notes due 2006 at a price of 99.2291% of face value in a private offering to 
institutional investors. The Company used the net proceeds of the Senior Notes 
to (i) repurchase its outstanding 12.7% Notes due 1998 and 7.0% Convertible
Subordinated Note due 2002 and (ii) repay substantially all amounts outstanding
under its revolving credit facility. The early extinguishment of the 12.7% Notes
and 7% Convertible Subordinated Note resulted in an extraordinary pre-tax charge
of $5.3 million and an after tax charge of $3.2 million.


LIQUIDITY AND CAPITAL RESOURCES

        On January 31, 1997, the Company's Board of Directors approved
management's plan to dispose of the Company's molded plastic products business.
Accordingly, in its latest annual report on Form 10-K, the Company reported the
results of the operations of the molded plastics products business and the loss
on disposal as discontinued operations. During the First Quarter of Fiscal 1997,
the Company sold substantially all of the assets of its molded plastics products
business for cash proceeds of approximately $14.3 million and a $2.0 million
promissory note.

        The $14.3 million in cash generated from the sale of the assets of the
Company's molded plastic products business along with $2.7 million of cash on
hand was used to fund capital expenditures of approximately $3.5 million and
operations during the First Half of Fiscal 1997. On July 18, 1997, the Company 
sold the Worcester, Massachusetts facility for approximately $2.9 million, 
which was classified as a portion of net assets of discontinued operations at 
June 29, 1997.

        The $5.4 million decline in accounts receivable from $42.2 million at 
December 29, 1996, was offset by $21.3 million growth in the Company's
inventories. The accounts receivable decline was primarily due to the
seasonality of net revenues. The increase in inventory was partially due to
seasonality, a planned increase in inventories to facilitate higher service
levels and an accumulation of safety stock relating to the consolidation of the
Company's cleaning products manufacturing facilities. As reported in the
Company's latest report on Form 10-K, the Company will combine the
manufacturing of cleaning products currently located in Easthampton,
Massachusetts into the existing cleaning products manufacturing facility in
Hamilton, Ohio. The consolidation is expected to be completed during the fourth
quarter of Fiscal 1997. It is expected that there will be additional operating
expenses of approximately $1.5 million associated with the orderly transition
of manufacturing activities to the Hamilton, Ohio facility. During the First
Half of Fiscal 1997 additional consolidation costs incurred were insignificant.

        At June 29, 1997, the Company was not in compliance with certain
covenants of its revolving credit facility and such noncompliance has been
waived. On July 8, 1997, the company amended and restated its revolving credit
facility ("Credit Agreement"). The restated Credit Agreement provides a maximum
credit line of $35 million maturing on April 30, 2000. The maximum outstanding
balance under the Credit Agreement will equate to 80% of eligible accounts
receivable plus 50% of eligible inventory as determined on a monthly basis.
At June 29, 1997, $11.0 million was available for general corporate purposes
under the revolving credit facility net of $13.6 million in outstanding letters
of credit. Under the Credit Agreement, as of July 30, 1997, $22.7 million is
available for general corporate purposes net of $12.3 million in outstanding
letters of credit. The Company believes it has sufficient borrowing capacity to
finance its ongoing operations for the foreseeable future. The Company,
however, may require additional funds to finance 
        


                        EKCO GROUP, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            RESULTS OF OPERATIONS AND FINANCIAL CONDITION (CONTINUED)



                                       12
<PAGE>   13
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)


acquisitions.

        The Company has provided approximately $3.4 million for environmental
remediation and ongoing operation, maintenance and ground water monitoring costs
associated with facilities owned or occupied by the Company's cleaning products
business. The Company believes this provision is adequate, but will continue to
monitor and adjust the provision, as appropriate, should additional sites be
identified or further remediation measures be required or undertaken or
interpretation of current laws or regulations be modified.

RECENT ACCOUNTING PRONOUNCEMENTS

        In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings Per Share (FASB
No. 128). FASB No. 128 supersedes APB No. 15 and specifies the computation,
presentation and disclosure requirements for earnings per share. FASB No. 128 is
effective for financial statements for both interim and annual periods ending
after December 15, 1997 and early application is not permitted. Accordingly, the
Company will apply FASB No. 128 for the quarter and year ended December 31, 1997
and restate prior information as required under the statement. The Company has
determined that if the FASB No. 128 had been applied for the six months ending
June 29, 1997 the impact on earnings per share as currently stated would have
been immaterial.


BUSINESS OUTLOOK

        This Quarterly Report, including "Management's Discussion and Analysis
of Results of Operations and Financial Condition," contains forward-looking
statements made pursuant to the safe harbor provision of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Such statements are based on management's current expectations and are subject
to a number of factors and uncertainties which could cause actual results to
differ materially from those described in the forward-looking statements. Such
factors and uncertainties include, but are not limited to: the impact of the
level of the Company's indebtedness; restrictive covenants contained in the
Company's various debt documents; general economic conditions and conditions in
the retail environment; the Company's dependence on a few large customers; price
fluctuations in the raw materials used by the Company; competitive conditions in
the Company's markets; the timely introduction of new products; the impact of
competitive products and pricing; certain assumptions related to consumer
purchasing patterns; the seasonal nature of the Company's business; and the
impact of federal, state and local environmental requirements (including the
impact of current or future environmental claims against the Company). As a
result, the Company's results may fluctuate, especially when measured on a
quarterly basis. These forward looking statements represent the Company's best
estimate as of the date of this Form 10-Q. The Company assumes no obligation to
update such estimates except as required by the rules and regulations of the
Securities and Exchange Commission.

                        EKCO GROUP, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            RESULTS OF OPERATIONS AND FINANCIAL CONDITION (CONTINUED)


                                     PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         The Company is a party to several pending legal proceedings and claims,
including the matters described below. Although the outcome of such proceedings
cannot be determined with certainty, the Company's management, after
consultation with legal counsel, is of the opinion that the expected final
outcome should not have a material 



                                       13
<PAGE>   14

adverse effect on the Company's financial position, results of operation or
liquidity. In April 1996, the U.S. District Court for the Northern District of
Ohio ruled that certain insulated bakeware products manufactured by the Company
infringed a patent held by a third-party plaintiff. The Company ceased
manufacturing such products in December 1995. In July 1996, the court enjoined
the Company from infringing the patent and awarded the plaintiff a royalty of 2%
of sales, or approximately $88,000. The Company believes that it is not liable
for infringement, and in December 1996, the Company filed a notice of appeal,
and thereafter, the third-party plaintiff filed a cross-appeal. The Company and
its counsel believe that the Company has meritorious grounds for its appeal of
the court's decision. The Company's management believes that the final outcome
will not have a material adverse effect on the Company's financial position,
results of operations or liquidity.

ENVIRONMENTAL REGULATION AND CLAIMS

         From time to time, the Company has had claims asserted against it by
regulatory agencies or private parties for environmental matters relating to the
generation or handling of hazardous substances by the Company or its
predecessors and has incurred obligations for investigations or remedial actions
with respect to certain of such matters. While the Company does not believe that
any such claims asserted or obligations incurred to date will result in a
material adverse effect upon the Company's financial position, results of
operations or liquidity, the Company is aware that at its facilities in
Massillon and Hamilton, Ohio; Easthampton, Massachusetts (more fully described
in Note 12 of Notes to Consolidated Condensed Financial Statements herein
above); Lititz, Pennsylvania; Chicago, Illinois and at the previously owned
facility in Hudson, New Hampshire, hazardous substances and oil have been
detected and that additional investigation will be, and remedial action will or
may be, required at such facilities. Operations at these and other facilities
currently or previously owned or leased by the Company utilize, or in the past
have utilized, hazardous substances. There can be no assurance that activities
at these or any other facilities or future facilities may not result in
additional environmental claims being asserted against the Company or additional
investigations or remedial actions being required.

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

         At the Annual Meeting of Stockholders held on May 20, 1997 in Boston,
Massachusetts, the following matters were voted upon: a) All eight of the
persons nominated for election as a director of the Company were elected by the
votes shown below. Each director will hold office until the next annual meeting
of stockholders and until his successor is duly chosen and qualified or until
his earlier resignation or removal.

                        EKCO GROUP, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            RESULTS OF OPERATIONS AND FINANCIAL CONDITION (CONTINUED)



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (CONTINUED).

<TABLE>
<CAPTION>
                                       NO. OF                    NO. OF
                                    SHARES VOTED                 SHARES
                                        FOR                     WITHHELD
                                    ------------                --------

<S>                                  <C>                         <C>    
George W. Carmany, III               16,640,546                  297,306
Michael G. Frieze                    16,642,540                  295,303
Avram J. Goldberg                    16,641,438                  296,415
T. Michael Long                      16,642,540                  295,313
Stuart B. Ross                       16,642,197                  295,655
Malcolm L. Sherman                   16,642,539                  295,313
Bill W. Sorenson                     16,623,955                  313,897
</TABLE>


                                       14

<PAGE>   15

<TABLE>
<S>                                  <C>                         <C>    
Herbert M. Stein                     16,623,355                  314,497

</TABLE>

b)       An amendment to the Company's 1997 Stock Option Plan to limit the
         number of shares of Common Stock with respect to which options may be
         granted to any one participant under such plan to 1,000,000 shares in
         any fiscal year was approved by a vote of 15,564,629 shares in favor
         of the proposal, 1,221,601 shares against the proposal and 151,622 
         shares withheld.
        
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibit:

         10.22      Amended and Restated Credit Agreement dated as of April 11, 
                    1995 and amended and restated as of July 8, 1997 with Fleet
                    National Bank.

         27         Financial Data Schedule

(b)      Reports on Form 8-K: On April 7, 1997, the registrant filed a report
         on Form 8-K as of March 31, 1997 to report under "Item 5. Other
         Events" that it had completed the sale of its plastic products
         division. On April 9, 1997, the registrant filed a report on Form 8-K
         as of March 21, 1997 to report under "Item 5. Other Events" that it
         had amended and restated its Rights Agreement dated as of March 27,
         1987 as theretofor amended.
        



                                       15

<PAGE>   16






                                   SIGNATURES





         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                                     EKCO GROUP, INC.
                                           -------------------------------------
                                                       (Registrant)






Date:  July 31, 1997                       By: /s/ MALCOLM L. SHERMAN
       ------------------------                ---------------------------------
                                               Malcolm L. Sherman
                                               Chairman and
                                               Chief Executive Officer




                                           By: /s/ DONATO A. DENOVELLIS
                                               ---------------------------------
                                               Donato A. DeNovellis
                                               Executive Vice President,
                                               Finance and Administration, and
                                               Chief Financial Officer


                                       16

<PAGE>   17





                      INDEX TO EXHIBIT FILED WITH FORM 10-Q
                  FOR THE QUARTERLY PERIOD ENDED JUNE 29, 1997





EXHIBIT NO.         DESCRIPTION
-----------         -----------

  10.22             Amended and Restated Credit Agreement dated as of April 11, 
                    1995 and amended and restated as of July 8, 1997 with Fleet
                    National Bank.

  27                FINANCIAL DATA SCHEDULE








                                       17