<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 10-Q



                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


                  For quarterly period ended SEPTEMBER 29, 1996
                                             ------------------

                          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 November 1, 1996, there were issued and outstanding 18,567,918 shares
of common stock of the registrant.


<PAGE>   2

                        EKCO GROUP, INC. AND SUBSIDIARIES
<TABLE>
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                  (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)


<CAPTION>
                                                  SEPTEMBER 29,  DECEMBER 31,
                                                      1996          1995
                                                  -------------  ------------
                                                   (UNAUDITED)
<S>                                                 <C>           <C>     
Current assets
  Cash and cash equivalents                         $    290      $    142
  Accounts receivable, net                            55,474        43,823
  Inventories                                         60,136        47,565
  Other current assets                                 6,464         6,719
  Deferred income taxes                                4,361         4,361
                                                    --------      --------
      Total current assets                           126,725       102,610

Property and equipment, net                           54,907        56,380
Property held for sale or lease, net                      --         2,830
Other assets                                           6,930         5,955
Excess of cost over fair value of net assets
  acquired, net                                      112,042       136,600
                                                    --------      --------
      Total assets                                  $300,604      $304,375
                                                    ========      ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Current portion of long-term obligations                20        18,079
  Accounts payable                                    17,948        15,607
  Accrued expenses                                    29,891        23,711
  Income taxes                                                         538
                                                    --------      --------
      Total current liabilities                       47,859        57,935
                                                    --------      --------

Long-term obligations, less current portion          128,955        96,700
                                                    --------      --------
Other long-term liabilities                            8,678         9,859
                                                    --------      --------
Series B ESOP Convertible Preferred Stock, net;
  outstanding 1,446 shares and 1,488 shares,
  respectively, redeemable at $3.61 per share          3,919         3,458
                                                    --------      --------
Commitments and contingencies                             --            --
Minority interest                                        498           498
                                                    --------      --------

Stockholders' equity
Common stock, $.01 par value; outstanding
  18,563 shares and 18,414 shares,
  respectively                                           186           184
Capital in excess of par value                       107,542       106,916
Cumulative translation adjustment                        903           929
Retained earnings                                      7,371        33,614
Unearned compensation                                 (3,559)       (3,970)
Pension liability adjustment                          (1,748)       (1,748)
                                                    --------      --------
                                                     110,695       135,925
Total liabilities and stockholders' equity          $300,604      $304,375
                                                    ========      ========
</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 AND NINE MONTHS ENDED SEPTEMBER 29, 1996 AND OCTOBER 1, 1995
                         (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                          (UNAUDITED)

<CAPTION>
                                              THREE MONTHS ENDED          NINE MONTHS ENDED
                                              ------------------          -----------------
                                             1996          1995          1996          1995
                                             ----          ----          ----          ----
<S>                                        <C>            <C>          <C>           <C>
Net revenues                               $ 83,460       $83,041      $196,301      $203,464
                                           --------       -------      --------      --------
Costs and expenses
  Cost of sales                              55,903        56,935       136,336       140,889
  Selling, general and administrative        17,079        12,954        44,328        38,637
  Special charges                            24,728            --        24,728            --
  Amortization of excess cost over
   fair value                                 1,109         1,109         3,327         3,326
                                           --------       -------      --------      --------
                                             98,819        70,998       208,719       182,852
                                           --------       -------      --------      --------

Income before interest and taxes            (15,359)       12,043       (12,418)       20,612
                                           --------       -------      --------      --------
Net interest expense (income)
  Interest expense                            3,235         3,611         9,422        10,454
  Investment income                              (2)          (10)         (101)          (85)
                                           --------       -------      --------      --------
                                              3,233         3,601         9,321        10,369
                                           --------       -------      --------      --------
Income (loss) before income taxes
 and extraordinary charge                   (18,592)        8,442       (21,739)       10,243

Income taxes (benefit)                        2,738         3,795           504         4,651
                                           --------       -------      --------      --------

Income (loss) before extraordinary
  charge                                    (21,330)        4,647       (22,243)        5,592

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

Net income (loss)                          $(21,330)      $ 4,647      $(25,451)     $  5,592
                                           ========       =======      ========      ========

Earnings (loss) per common share:
  Income (loss) before extraordinary
    charge                                 $  (1.15)      $  0.23      $  (1.21)     $   0.28
  Extraordinary charge                           --                       (0.17)           --
                                           --------       -------      --------      --------
  Earnings (loss) per common share         $  (1.15)      $  0.23      $  (1.38)     $   0.28
                                           ========       =======      ========      ========

Weighted average number of shares used
  in computation of per share data           18,515        20,404        18,462        20,312
                                           ========       =======      ========      ========

</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 NINE MONTHS ENDED SEPTEMBER 29, 1996 AND OCTOBER 1, 1995
                                          (AMOUNTS IN THOUSANDS)
                                               (UNAUDITED)
<CAPTION>
                                                                                      1996          1995
                                                                                      ----          ----
<S>                                                                                <C>            <C>
Cash flows from operating activities
  Net income (loss)                                                                $ (25,451)     $ 5,592
  Adjustments to reconcile net income to net cash
   provided by (used in) operations
     Depreciation and amortization                                                     7,445        7,477
     Amortization of excess of cost over fair value                                    3,327        3,328
     Amortization of deferred finance costs                                              366          427
     Other amortization                                                                4,491        5,028
     Special charges                                                                  24,728           --
     Extraordinary charge                                                              3,208           --
     Other                                                                              (798)        (201)
     Changes in certain assets and liabilities, net of effects from acquisition
      of businesses, affecting cash provided by (used in) operations
       Accounts receivable                                                           (12,268)     (11,961)
       Inventories                                                                   (13,268)      (5,150)
       Prepaid marketing costs                                                        (2,184)      (4,166)
       Other assets                                                                    1,432          171
       Accounts payable and accrued expenses                                           8,319          412
       Income taxes payable                                                             (537)       1,661
                                                                                   ---------      -------
        Net cash provided by (used in) operations                                     (1,190)       2,618
                                                                                   ---------      -------

Cash flows from investing activities
  Proceeds from sale of property and equipment                                         1,789          245
  Capital expenditures                                                                (7,362)      (9,591)
                                                                                   ---------      -------
      Net cash used in investing activities                                           (5,573)      (9,346)
                                                                                   ---------      -------

Cash flows from financing activities
  Proceeds from issuance of long-term obligations                                    125,292       31,183
  Proceeds from sale of investment held as collateral                                     --        3,600
  Payment of dividends                                                                  (792)      (1,201)
  Payment of long-term obligations                                                  (118,045)     (26,726)
  Other                                                                                  461          (27)
                                                                                   ---------      -------
        Net cash provided by financing activities                                      6,916        6,829

Effect of exchange rate changes on cash                                                   (5)         (17)
                                                                                   ---------      -------
Net increase in cash and cash equivalents                                                148           84
Cash and cash equivalents at beginning of year                                           142          129
                                                                                   ---------      -------
Cash and cash equivalents at end of period                                         $     290      $   213
                                                                                   =========      =======


Cash paid during the period for
     Interest                                                                      $   3,739      $ 7,084
     Income taxes                                                                         52        2,800

</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)  ACCOUNTS RECEIVABLE, NET
<TABLE>
         Accounts receivable consisted of the following:
<CAPTION>
                                SEPTEMBER 29, 1996        DECEMBER 31, 1995
                                ------------------        -----------------
                                               (AMOUNTS IN THOUSANDS)
<S>                                   <C>                       <C>    
Accounts receivable                   $56,966                   $44,871
Allowance for doubtful accounts        (1,492)                   (1,048)
                                      -------                   -------
                                      $55,474                   $43,823
                                      =======                   =======
</TABLE>

(3)  INVENTORIES
<TABLE>
         The components of inventory were as follows:
<CAPTION>
                                SEPTEMBER 29,1996         DECEMBER 31, 1995
                                -----------------         -----------------
                                             (AMOUNTS IN THOUSANDS)
<S>                                   <C>                       <C>    
Raw materials                         $11,244                   $11,489
Work in process                         7,835                     3,097
Finished goods                         41,057                    32,979
                                      -------                   -------
                                      $60,136                   $47,565
                                      =======                   =======
</TABLE>

                                       5

<PAGE>   6

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




(4)  PROPERTY AND EQUIPMENT, NET
<TABLE>
       Property and equipment consisted of the following:
<CAPTION>
                                                         SEPTEMBER 29, 1996          DECEMBER 31, 1995
                                                         ------------------          -----------------
                                                                     (AMOUNTS IN THOUSANDS)

      <S>                                                    <C>                          <C>
      Property and equipment at cost
        Land, buildings and improvements                     $ 23,340                     $22,856
        Equipment, factory and other                           77,689                      71,922
                                                             --------                     -------
                                                              101,029                      94,778
      Less accumulated depreciation                            46,122                      38,398
                                                             ========                     =======
                                                             $ 54,907                     $56,380
</TABLE>

(5)  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 $27,274 September 29, 1996 and $27,727 as of December 31, 1995.



(6)  INCOME TAXES

     The Company's effective tax rate as reported in its latest annual report on
Form 10-K was 50% for the year ended December 31, 1995 ("Fiscal 1995"). Income
tax expense for the Fiscal 1996 periods has been calculated utilizing similar
tax rates to those used for Fiscal 1995. However, due to the significant amount
of goodwill expense primarily included in the special charge, the comparison of
effective tax rate is not meaningful. Goodwill expense is not deductible for
income taxes.



(7)  SERIES B ESOP CONVERTIBLE PREFERRED STOCK
<TABLE>
     Series B ESOP Convertible Preferred Stock, net, consisted of the following:
<CAPTION>
                                                         SEPTEMBER 29, 1996            DECEMBER 31, 1995
                                                         ------------------            -----------------
                                                                     (AMOUNTS IN THOUSANDS)
     <S>                                                      <C>                           <C>    
     Series B ESOP Convertible Preferred
       Stock, par value $.01, redeemable at
       $3.61 per share                                        $ 5,220                       $ 5,372
     Unearned compensation                                     (1,301)                       (1,914)
                                                              -------                       -------
                                                              $ 3,919                       $ 3,458
                                                              =======                       =======
</TABLE>

                                       6
<PAGE>   7

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


(8)  COMMON STOCK, $.01 PAR VALUE
<TABLE>
     Share information regarding common stock consisted of the following:
<CAPTION>
                                       SEPTEMBER 29, 1996           DECEMBER 31, 1995
                                       ------------------           -----------------
     <S>                                    <C>                         <C>       
     Authorized shares                      60,000,000                  60,000,000
                                            ==========                  ==========

     Shares issued                          27,981,165                  27,854,441
     Shares held in treasury                 9,417,947                   9,440,577
                                            ----------                  ----------
                                            18,563,218                  18,413,864
                                            ==========                  ==========
</TABLE>

     In September 1996, the Company's Board of Directors approved the 1996
Performance Unit Rights Award Plan whereby selected key employees and directors
may receive performance unit rights which are rights to receive an amount based
on the appreciated value of the Company's common stock over an established base
price. The maximum number of rights that may be granted under the Plan is 
1,000,000. On September 25, 1996, the Company awarded 400,000 rights to key 
employees and 100,000 rights to a director at fair market value which rights 
are exercisable through December 31, 2001. No provision was required in the 
accompanying financial statements.


<TABLE>
(9)  NET INCOME 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:
<CAPTION>

                                                    THREE MONTHS ENDED                    NINE MONTHS ENDED
                                                    ------------------                    -----------------
                                             SEPTEMBER 29,           OCTOBER 1,      SEPTEMBER 29,   OCTOBER 1,
                                             -------------           ----------      -------------   ----------
                                                 1996                  1995               1996          1995
                                                 ----                  ----               ----          ----
                                                                        (AMOUNTS IN THOUSANDS)
     <S>                                       <C>                    <C>               <C>            <C>
     Weighted average shares of common
       stock outstanding during the
       period                                    18,515               18,432              18,462       18,326
     Series B ESOP Convertible                    anti-                                    anti-
       Preferred Stock                         dilutive                1,533            dilutive        1,545
     Weighted average common equivalent           anti-                                    anti-
       shares due to stock options             dilutive                  439            dilutive          441
                                               --------               ------            --------       ------
                                                 18,515               20,404              18,462       20,312
                                               ========               ======            ========       ======
</TABLE>

                                       7
<PAGE>   8


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



(10)  CONTINGENCIES


     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
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.
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 concluded that a reasonable
royalty is 2% of sales or $88,000. In August 1996, the plaintiff filed a motion
to amend the Court's decision which motion is currently pending. The Company
will vigorously pursue an appeal as it deems appropriate. The Company and its
counsel believe that the Company has meritorious grounds for appeal. The
Company's management believes that the final outcome will not have a material
adverse effect upon 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 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 owned or operated by the Company or future facilities may not result
in additional environmental claims being asserted against the Company or
additional investigations or remedial actions being required.

     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. Based upon such engineering studies, management 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 costs will be
approximately $2.0 million and the expense for the ongoing operation,
maintenance and ground water monitoring will be approximately $50,000 for Fiscal
1996 and approximately $25,000 for each of the 30 years thereafter. As of
September 29, 1996, the Company has recorded a liability of approximately $3.4
million. The Company expects to pay approximately $180,000 of the remediation
costs in the current year


                                       8

<PAGE>   9



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


     ENVIRONMENTAL MATTERS CONTINUED

("Fiscal 1996") with the balance being paid out in fiscal years 1997 and 1998.
During the First Nine Months of Fiscal 1996, the Company paid approximately
$132,000 of such costs. The estimates may subsequently change should additional
sites be identified or further remediation measures be required or undertaken or
the 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.


(11)  EXTRAORDINARY CHARGE 
<TABLE>
     On March 25, 1996, the Company sold $125.0 million of its 9.25% Senior
Notes due 2006 at a price of 99.291% of face value in a private offering to
institutional investors. The Company used the net proceeds of the Senior Note
offering to (i) repurchase its outstanding 12.70% Notes due 1998 and 7.0%
Convertible Subordinated Note due 2002 and (ii) to repay substantially all
amounts outstanding under its revolving credit facility. Concurrently with
closing the sale of the 9.25% Senior Notes, the Company entered into an
amendment to its revolving credit facility, which amendment consolidated the
outstanding debt and borrowing capacity of the Company and its wholly-owned
subsidiaries, Ekco Housewares, Inc. and Ekco Consumer Plastics, Inc. (formerly
known as Frem Corporation), and revised certain financial covenants (as so
amended, the "Revolving Credit Facility"). Borrowings under the Revolving Credit
Facility bear interest at the bank's prime rate, or at LIBOR plus 1.25% or 1.5%,
depending on the Company's borrowing strategy and the ratio of total debt to
cash flow. The Revolving Credit Facility provides for a commitment fee of
three-eighths of one percent on the unused portion of the commitment amount and
a $60,000 annual agency fee. Borrowings under the Revolving Credit Facility
mature in December 1998. The Senior Notes, as well as the Revolving Credit
Facility, contain certain financial covenants that may restrict the sale of
assets, the incurrence of additional indebtedness and certain investments and
acquisitions by the Company. In November 1996, the Company and its lender banks
agreed to certain modifications of the Revolving Credit Facility. At the
Company's request, the credit facility has been reduced to a maximum credit of
$35.0 million from a level of $75.0 million under the original agreement. The
maximum outstanding balance of the revised credit facility will equate to 80%
of eligible accounts receivables as determined at the end of each calendar
month. The revised credit-facility provides for a commitment fee of one-half
of one percent on the unused portion of the commitment. Borrowings outstanding
at September 29, 1996, totaled approximately $4.7 million. Additionally, the 
Company has letters of credit outstanding of $7.2 million. The early 
extinguishment of the 12.70% Notes and 7% Convertible Subordinated Note 
resulted in an extraordinary charge of $3.2 million consisting of the following:
<CAPTION>
                                                      (Amounts in thousands)

     <S>                                                     <C>
     Premium on 12.70% Notes, due 1998                       $ 6,511
     Discount on prepayment of 7% Convertible
       Subordinated Note, due 2002                            (3,218)
     Write-off of related unamortized financing
         costs                                                 2,054
                                                             -------
     Extraordinary charge before income tax benefit            5,347
     Income tax benefit                                        2,139
                                                             -------
     Net extraordinary charge                                $ 3,208
                                                             =======
</TABLE>

                                       9

<PAGE>   10


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



(12)  SPECIAL CHARGES

     The loss from operations for the thirteen week period ending September 29,
1996 includes special charges of $24.7 million. The charges were determined in
compliance with Statement of Financial Accounting Standard No. 121 which
establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangibles, and goodwill related to those assets. Under
provisions of the Statement, impairment losses are recognized when expected
future cash flows are less than the assets' carrying value. Accordingly, the
Company periodically evaluates the carrying value of property, plant and
equipment and intangibles in relation to the operating performance and future
undiscounted cash flows of the underlying business. The Company's plastic
business has continued to suffer severe price and cost pressures, primarily as a
result of higher product costs including higher resin costs which have not been
recovered through increased sales prices. In addition, the Company's plastic
business forecasts continuing deficits as it has been forced to offer larger
discounts to remain competitive in the marketplace. The Company has determined
that the carrying amount of the assets of the plastic business are no longer
recoverable from the estimated future cash flows expected to result from its
operations. Accordingly, the Company has reduced the carrying value of the
assets (principally goodwill) by approximately $22.7 million to their fair value
as determined primarily by independent third party appraisals of the property.
Additionally, the Company determined that the carrying value of certain real
property held for re-sale in Chicago, Illinois should be reduced by $2.0
million. For purposes of the Company's Consolidated Condensed Statement of Cash
Flows, these special charges are treated as a non-cash transaction.


                                       10
<PAGE>   11


                        EKCO GROUP, INC. AND SUBSIDIARIES
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION



RESULTS OF OPERATIONS

     The following discussion and analysis of the consolidated results of
operations for the thirteen week periods ended September 29, 1996 (the "Third
Quarter of 1996") and October 1, 1995 (the "Third Quarter of 1995") and for the
thirty nine week periods ended September 29, 1996 (the "First Nine Months of
1996") and October 1, 1995 (the "First Nine Months of 1995") and the financial
condition at September 29, 1996 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 for any interim
period and the balance sheet as of the end of any interim period are not
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 Third Quarter of 1996 were approximately the same as
the $83 million reported for the Third Quarter of 1995, however, net revenues
for the First Nine Months of 1996 declined approximately $7.2 million from the
prior year period. Although net revenues were essentially flat for the third
quarter periods, there was a change in product mix. Net revenues from the
Company's bakeware products increased approximately $1.2 million in the Third
Quarter of 1996 compared to the prior year period. This increase was primarily
due to sales of the Company's new insulated bakeware. Additionally, net revenues
from the Company's new line of VIA products increased $2.2 million for the Third
Quarter of 1996 compared to the prior year period. These increases in sales of
bakeware and VIA products for the third quarter period were offset by declines
in sales of the Company's kitchen tools and gadgets, cleaning and plastic
products. For the nine month period the decline was primarily in net revenues
from the Company's tools and gadgets ($8.2 million) and plastics products ($4.8
million) partially offset by an increase in sales ($5.8 million) of VIA
products. The revenue decline reflects the weakness in general merchandise sales
that began toward the end of 1995 and which carried over into 1996. Last year's
below average consumer spending created higher than anticipated levels of
inventory for retailers who lowered their volume of re-orders in the First Half
of 1996. In addition, sales of the Company's plastic products were adversely
affected by significant price competition and delays in seasonal shipping. The
Company also experienced lower sales volumes to its smaller customers, largely
attributable to transition issues associated with the consolidation of various
Company units into a single operating entity during the past year.

GROSS PROFIT

     The Company's gross profit margin for the First Nine Month periods remained
constant at 31%, while for the Third Quarter periods there was an improvement
from 31% in the prior year to 33% for 1996. The improvement in margin was
primarily due to the change in revenue mix described above and improved facility
utilization. This improvement offset declines in gross margin for the first half
of 1996 which resulted from the continuation of increased promotional
discounting, which was initiated in the fourth quarter of Fiscal 1995 to help
stimulate consumer demand and unabsorbed manufacturing costs due to a shortfall
in planned volumes.

                                       11

<PAGE>   12


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


SELLING, GENERAL AND ADMINISTRATIVE

     Selling, general and administrative expenses for the Third Quarter and
First Nine Months of 1996 increased approximately $4.1 million (32%) and $5.7
million (15%) from the comparable prior year periods. The primary factors
contributing to the increase were new product development and introduction
costs, principally for the Company's new insulated bakeware products and Roach
Magnet[Trademark], increased expenditures associated with the growth of VIA and
the Company's subsidiary in the United Kingdom, and an increase in the
provision for doubtful accounts of approximately $500,000 and $1 million,
respectively. Additionally, the prior year periods benefited from the
collection of a previously written off receivable ($900,000 and $1.1 million,
respectively) relating to a 1987 real estate transaction. The increase in
selling, general and administrative expenses was also affected by marketing and
advertising commitments geared to an anticipated higher level of sales.

NET INTEREST EXPENSE

     Net interest expense for the 1996 periods decreased $376,000 from the Third
Quarter of Fiscal 1995 level of $3.4 million and decreased $1 million from the
First Nine Months of 1995 level of $6.8 million. The decline in net interest was
primarily due to lower average borrowings and lower average interest rates.

SPECIAL CHARGES

     The loss from operations for the thirteen week period ended September 29,
1996 includes special charges of $24.7 million. The charges include
approximately $22.7 million related to the reduction of the carrying value
(principally goodwill) of the Company's plastic business. The balance of $2.0
million reflects the adjustment to the carrying value of certain real property
located in Chicago, Illinois. See Note 12 of Notes to Consolidated Condensed
Financial Statements. On October 9, 1996, the Company announced that it will be
consolidating its cleaning products manufacturing activities in Mexico. The
consolidation will be implemented over an 18-month period, eliminating the
manufacturing activities at the Company's plants in Hamilton, Ohio and
Easthampton, Massachusetts. The consolidation will result in a fourth quarter
1996 pre-tax charge of $6.5 million related to severance costs and the
write-down of assets at the Easthampton and Hamilton sites. There also will be
additional operating expenses associated with the orderly transition of
manufacturing activities between the various locations at least through 1997.
The estimated annualized pre-tax savings from this consolidation is
approximately $4 million.


EXTRAORDINARY CHARGE

     An extraordinary charge of approximately $3.2 million in the First Nine
Months of 1996 was due to the early extinguishment of the 12.7% Notes and 7%
Convertible Subordinated Note. See Note 11 of Notes to Consolidated Condensed
Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

     During the First Nine Months of 1996, the Company utilized approximately
$1.2 million to fund operating activities, primarily to increase working
capital. Also, during the First Nine Months of 1996, the Company used the
proceeds from the sale of facilities in Lititz, Pennsylvania and Niagara Falls,
Canada ($1.8 million), net proceeds of $2.5 million from the refinancing of
debt, seasonal borrowings of $4.7 million and proceeds from net issuances of
common stock of $500,000, for capital expenditures of approximately $7.4 million
and dividend payments of approximately $800,000.

                                       12
<PAGE>   13



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


LIQUIDITY AND CAPITAL RESOURCES CONTINUED

     The increase in the Company's account receivable balance relates to the
seasonality of the Company's revenues, which have historically been concentrated
in the second half of its fiscal year. The increase in inventory reflects
seasonality previously mentioned, growth of VIA and lower-than-anticipated
sales.

     On March 25, 1996, the Company sold $125.0 million of its 9.25% Senior
Notes due 2006 ("Senior Notes") at a price of 99.291% of face value in a private
offering to institutional investors. The Company used net proceeds of the Senior
Note offering to (i) repurchase its outstanding 12.7% Notes due 1998 and 7.0%
Convertible Subordinated Note due 2002 and (ii) to repay substantially all
amounts outstanding under its revolving credit facility. Concurrently with
closing the sale of the 9.25% Senior Notes, the Company entered into an
amendment to its revolving credit facility, which amendment consolidated the
outstanding debt and borrowing capacity of the Company and its wholly-owned
subsidiaries, Ekco Housewares, Inc. and Ekco Consumer Plastics, Inc., and 
revised certain financial covenants (as so amended, the "Revolving Credit 
Facility"). Borrowings under the Revolving Credit Facility bear interest at the
bank's prime rate, or at LIBOR plus 1.25% or 1.5%, depending on the Company's 
borrowing strategy and the ratio of total debt to cash flow. The Revolving 
Credit Facility provides for a commitment fee of three-eighths of one percent 
on the unused portion of the commitment amount and a $60,000 annual agency fee.
Borrowings under the Revolving Credit Facility mature in December 1998. The 
Senior Notes, as well as the Revolving Credit Facility, contain certain 
financial covenants that will restrict the sale of assets, the incurrence of 
additional indebtedness and certain investments and acquisitions by the Company.
At September 29, 1996, the Company was not in compliance with certain covenants
of the Revolving Credit Facility and such noncompliance has been waived. The 
Company has suspended the payment of a quarterly dividend and does not 
anticipate paying cash dividends for the foreseeable future. In order for the 
Company to pay a dividend, its arrangement with holders of its Senior Notes and
Revolving Credit Facility would need to be amended. The Company and its lender
banks ("Bank Group") have agreed to certain modifications of the Revolving
Credit Facility. At the Company's request, the credit facility has been reduced
to a maximum credit of $35.0 million from a level of $75.0 million under the
original agreement. The maximum outstanding balance of the revised credit
facility will equate to 80% of eligible accounts receivables as determined at
the end of each calendar month. The revised agreement will provide the Company
with a credit line sufficient to meet all working capital needs without paying
the additional cost of carrying the higher credit limits. Funds that are
required for acquisitions may be provided by the Bank Group upon review and
approval on a case by case basis. The revised credit facility provides for a
commitment fee of one-half of one percent on the unused portion of the
commitment. Borrowings under the Revolving Credit Facility outstanding at 
September 29, 1996, totaled approximately $4.7 million. Additionally, the 
Company has letters of credit outstanding of $7.2 million.

     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 the 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.

BUSINESS OUTLOOK

     This Quarterly Report, including "Management's Discussion and Analysis of
Results of Operations and Financial Conditions," 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

                                       13
<PAGE>   14




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



BUSINESS OUTLOOK CONTINUED

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. 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.


                                       14
<PAGE>   15



                        EKCO GROUP, INC. AND SUBSIDIARIES

                                     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
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.
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 concluded that a reasonable
royalty is 2% of sales, or $88,000. In August 1996, the plaintiff filed a motion
to amend the Court's decision which motion is currently pending. The Company 
will vigorously pursue an appeal as it deems appropriate. The Company and its
counsel believe that the Company has meritorious grounds for appeal. The
Company's management believes that the final outcome will not have a material
adverse effect upon 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 (more fully described below) and Hamilton, Ohio, Easthampton,
Massachusetts (more fully described in Note 10 of Notes to Consolidated
Condensed Financial Statements hereinabove), 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 owned or operated by the Company or future facilities may not result
in additional environmental claims being asserted against the Company or
additional investigations or remedial actions being required.

     Prior to the Company's acquisition of Ekco Housewares, Inc. ("Housewares")
in 1987, Housewares' Massillon, Ohio steel bakeware manufacturing facility was
the subject of administrative proceedings before the United States Environmental
Protection Agency by issuance of an administrative complaint alleging violations
of the Resource Conservation and Recovery Act resulting from operation of a
wastewater lagoon at the facility. American Home Products Corporation ("AHP"), a
former owner of Housewares, pursuant to an indemnity agreement (the "Indemnity
Agreement") with Housewares relating to acts occurring prior to September 7,
1984, assumed the costs of remediation measures in addition to the defense of
the administrative proceedings with federal and state environmental protection
agencies, as well as preparation of closure plans and other plans called for as
a result of these proceedings. While AHP has acknowledged its full
responsibility under the Indemnity Agreement with respect to the wastewater
lagoon, it has asserted that Housewares should contribute to the cost of a
remediation study and certain remediation measures to the extent that Housewares
exacerbated contamination at the facility since September 7, 1984. Housewares
has denied that it has exacerbated contamination at the facility since such
date. AHP and Housewares have agreed to allocate such costs in proportion to
their respective responsibilities based on the results of an engineering study
but in no event

                                       15
<PAGE>   16
                        EKCO GROUP, INC. AND SUBSIDIARIES


                                     PART II

                          OTHER INFORMATION (CONTINUED)


     ENVIRONMENTAL REGULATION AND CLAIMS (CONTINUED)

will Housewares' share with respect to the wastewater lagoon exceed the lesser
of 25% of the total cost or $750,000. The Company is unable to determine to what
extent, if any, it will be responsible to contribute to such costs but the
Company does not believe that any such contribution that it may be required to
make will have a material adverse effect on its financial position, results of
operations or liquidity.

     In June 1992, the United States filed an action in the U.S. District Court
for the Northern District of Ohio against Housewares seeking penalties and
injunctive relief and alleging violations as a result of an alleged failure to
provide certain closure and post-closure financial assurances with respect to
the Massillon, Ohio site. Pursuant to the Indemnity Agreement and a confirmatory
letter from AHP to Housewares on December 19, 1988 (the "Indemnity Documents"),
AHP conducted and controlled all matters relating to such financial assurances
and the defense of the action filed in June 1992. In January 1994, the court
entered judgment against Housewares in the amount of $4.6 million in the
lawsuit. AHP filed a notice of appeal on behalf of Housewares. In August 1995,
the Court of Appeals affirmed in part and reversed in part the penalty imposed
on Housewares and remanded the redetermination of civil penalties for certain
periods of time. The penalty affirmed by the Court of Appeals amounted to
$2,858,000, and, pursuant to the Indemnity Documents, AHP paid that amount, plus
applicable interest, on Housewares' behalf. With respect to the penalty reversed
and remanded by the Court of Appeals, a stipulated judgment was entered by the
Court in July 1996 which fully resolved the remaining claims for $400,000 plus
accrued interest. By letter dated May 6, 1996, AHP notified Housewares that if
such judgment is entered AHP would not seek reimbursement from the Company of
the amounts AHP had paid or would pay on Housewares' behalf in this litigation.
AHP has paid the foregoing amounts, and notice that the judgment is fully
satisfied was entered by the Court in September 1996.


                                       16
<PAGE>   17


                        EKCO GROUP, INC. AND SUBSIDIARIES

                                     PART II

                          OTHER INFORMATION (CONTINUED)



Item 6. Exhibits and Reports on Form 8-K.

a.) Exhibits:

    10.1  Amendment to 1995 Restatement of the Incentive Compensation Plan for
          Executive Employees of Ekco Group, Inc. and Subsidiaries dated as of
          June 21, 1996.

    10.2  Ekco Group, Inc. 1996 Performance Unit Rights Award Plan and Forms of
          Award Agreements for Employees and Directors.

    27    Financial Data Schedule.


b.) Reports on Form 8-K: None.





                                      17

<PAGE>   18

                                   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:  November 12, 1996              By: /s/ ROBERT STEIN
     ---------------------------          ---------------------------------
                                          Robert Stein
                                          President and
                                          Chief Executive Officer

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


                                       18

<PAGE>   19




                     INDEX TO EXHIBITS FILED WITH FORM 10-Q
                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 29, 1996


Exhibit No.    Description
-----------    -----------

  10.1         Amendment to 1995 Restatement of the Incentive Compensation Plan
               for Executive Employees of Ekco Group, Inc. and Subsidiaries
               dated as of June 21, 1996.

  10.2         Ekco Group, Inc. 1996 Performance Unit Rights Award Plan and
               Forms of Award Agreements for Employees and Directors.

  27           Financial Data Schedule.




                                      19