UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                  FORM 10-Q

  (Mark One)
  [ X ]          QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
                       For the Period Ended September 26, 1998

                                     or

  [   ]          TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

                          Commission file number 0-17237

                      HOME PRODUCTS INTERNATIONAL, INC.       
           (Exact name of registrant as specified in its Charter)


          Delaware                                    36-4147027       
  (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                   Identification No.)

  4501 West 47th Street
     Chicago, Illinois                                   60632   
  (Address of principal                               (Zip Code)
   executive offices)

  Registrant's telephone number including area code (773) 890-1010.

  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

  Common shares, par value $0.01, outstanding as of October 31, 1998  -
    7,961,760

<PAGE>

                      HOME PRODUCTS INTERNATIONAL, INC

                                    INDEX


                                                               Page
                                                              Number

   Part I.  Financial Information

              Item 1. Financial Statements

                      Condensed Consolidated Balance Sheets      3

                      Condensed Consolidated Statements of
                       Operations and Retained Earnings          4

                      Condensed Consolidated Statements of
                       Cash Flows                                5

                      Notes to Condensed Consolidated
                       Financial Statements                      6



              Item 2. Management's Discussion and Analysis
                       of Financial Condition and Results of
                       Operations                                9


   Part II. Other Information

              Items 1 through 5 are not applicable

              Item 6. Exhibits and Reports on Form 8-K          19

  Signatures                                                    20



                                      
<PAGE>       
<TABLE>       
  PART I  Financial Information
         ITEM 1.  Financial Statements
                                
                  HOME PRODUCTS INTERNATIONAL, INC.
                Condensed Consolidated Balance Sheets
                (in thousands, except share amounts)

                                                September 26,  December 27,
                                                    1998          1997 
                                                 (unaudited)
                                                   -------       -------
  <S>                                             <C>           <C>
                      Assets
  Current assets:                                                       
    Cash and cash equivalents                     $  6,271      $    583
    Accounts receivable, net                        50,261        20,802
    Inventories, net                                33,435        12,797
    Prepaid expenses and other current assets        2,570           508
                                                   -------       -------
      Total current assets                          92,537        34,690
  Property, plant and equipment - at cost           82,883        47,634
  Less accumulated depreciation and amortization   (25,157)      (19,254)
                                                   -------       -------
  Property, plant and equipment, net                57,726        28,380
  Intangible and other assets                      192,200        36,273
                                                   -------       -------
  Total assets                                    $342,463      $ 99,343
                                                   =======       =======
       Liabilities and Stockholders' Equity                             
  Current liabilities:                                                  
    Current maturities of long-term obligations   $  3,194      $  3,850
    Accounts payable                                19,407         9,664
    Accrued liabilities                             33,548        12,913
                                                   -------       -------
      Total current liabilities                     56,149        26,427
  Long-term obligations - net of current           220,261        30,700
   maturities
  Other liabilities                                  7,058           -

  Stockholders' equity:
    Preferred Stock - authorized, 500,000                               
     shares, $.01 par value; none issued               -             -
    Common Stock - authorized 15,000,000 shares,                        
     $.01 par value; 8,020,522 shares issued at
     September 26, 1998 and 6,674,271 shares           
     issued at December 27, 1997                        80            67
    Additional paid-in capital                      48,434        33,956
    Retained earnings                               10,898         8,616
    Common Stock held in treasury - at cost         
     (58,762 shares)                                  (264)         (264)
    Currency translation adjustments                  (153)         (159)
                                                   -------       -------
      Total stockholders' equity                    58,995        42,216
                                                   -------       -------
  Total liabilities and stockholders' equity      $342,463      $ 99,343
                                                   =======       =======
  The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>

                  HOME PRODUCTS INTERNATIONAL, INC.
    Condensed Consolidated Statements of Operations and Retained
                              Earnings
                             (unaudited)
              (in thousands, except per share amounts)
<CAPTION>
                                          Thirteen Weeks    Thirty-nine Weeks
                                              Ended               Ended
                                         Sept 26, Sept 27,  Sept 26,   Sept 27,
                                           1998     1997      1998       1997
                                          ------   ------    -------    ------
<S>                                      <C>      <C>       <C>        <C>
Net sales                                $68,243  $32,875   $175,637   $97,636
                                                             
Cost of goods sold                        45,874   22,498    118,435    68,007
                                          ------   ------    -------    ------
   Gross profit                           22,369   10,377     57,202    29,629
                                                                      
Operating expenses                        
   Selling                                 8,182    4,877     20,720    13,944
   Administrative                          3,817    1,695     10,713     5,486
   Amortization of intangible assets       1,203      208      3,068       615
                                          ------   ------    -------    ------
                                          13,202    6,780     34,501    20,045
                                          ------   ------    -------    ------
   Operating profit                        9,167    3,597     22,701     9,584
                                                                       
Other income (expense)                                                 
   Interest income                            41        1         96        49
   Interest (expense)                     (3,872)  (1,067)   (10,260)   (4,207)
   Other income (expense), net                 1      (42)        53        88
                                          ------   ------    -------    ------
                                          (3,830)  (1,108)   (10,111)   (4,070)
                      
Earnings before income taxes and                                       
 extraordinary charge                      5,337    2,489     12,590     5,514
                                                                       
Income tax (expense)                      (2,223)     (68)    (5,201)     (271)
                                          ------   ------    -------    ------
Earnings before extraordinary charge       3,114    2,421      7,389     5,243
Extraordinary charge for early retirement                                    
 of debt, net of tax benefit of $3,698         -        -     (5,107)        -
                                          ------   ------    -------    ------
Net earnings                               3,114    2,421      2,282     5,243
Retained earnings at beginning of period   7,784    4,118      8,616     1,296
                                          ------   ------    -------    ------
Retaining earnings at end of period      $10,898  $ 6,539   $ 10,898   $ 6,539
                                          ------   ------    -------    ------
<PAGE>
Earnings before extraordinary
charge, per common share - basic         $  0.39  $  0.37   $   0.93   $  1.04
Extraordinary charge for early                                         
retirement of debt, net of tax                 -        -      (0.64)        -
                                          ------   ------    -------    ------
Net earnings per common share - basic    $  0.39  $  0.37   $   0.29   $  1.04
                                          ======   ======    =======    ======
Earnings before extraordinary
charge, per common share - diluted       $  0.38  $  0.36   $   0.89   $  0.99
Extraordinary charge for early                                         
 retirement of debt, net of tax                -        -      (0.61)        -
                                          ------   ------    -------    ------
Net earnings per common share-diluted    $  0.38  $  0.36   $   0.28   $  0.99
                                          ======   ======    =======    ======

   The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>                                
<TABLE>                                
                HOME PRODUCTS INTERNATIONAL, INC.
         Condensed Consolidated Statements of Cash Flows
                           (unaudited)
                         (in thousands)
                                                       Thirty-nine Weeks Ended
                                                         Sept 26,     Sept 27,
                                                           1998         1997
                                                         -------     -------
<S>                                                     <C>         <C>
Cash flows from operating activities:
Net earnings                                            $  2,282    $  5,243
Adjustments to reconcile net earnings to                         
  net cash provided (used) by operating activities:
 Depreciation and amortization                             9,314       5,205
 Changes in assets and liabilities:                               
  (Increase) in accounts receivable                       (9,755)     (2,809)
  Decrease (increase) in inventories                       1,854      (5,119)
  Increase (decrease) in accounts payable                  3,061      (6,477)
  Increase in accrued liabilities                          3,596         218
 Other operating activities, net                           3,581        (667)
                                                         -------     -------
Net cash provided (used) by operating activities          13,933      (4,406)
                                                         -------     -------
Cash flows from investing activities:                            
 Seymour acquisition, net of cash acquired               (14,882)          -
 Tenex acquisition, net of cash acquired                 (16,725)          -
 Prestige Plastics acquisition, net of cash acquired     (78,321)          -
 Tamor acquisition, net of cash acquired                      -      (27,876)
 Capital expenditures, net                                (7,729)     (5,168)
                                                         -------     -------
Net cash (used) for investing activities                (117,657)    (33,044)
                                                         -------     -------
Cash flows from financing activities:                            
 Payments on borrowings                                 (219,218)    (33,497)
 Net proceeds from borrowings and warrants               286,672      51,324
 Net proceeds from borrowings under revolving
  line of credit                                          41,931           -
 Net proceeds from secondary stock offering                   -       20,171
 Payment of capital lease obligation                        (184)        (28)
 Exercise of common stock options and issuance                            
  of common stock under stock purchase plan                  211         122
                                                         -------     -------
Net cash provided by financing activities                109,412      38,092
                                                         -------     -------
 Net increase in cash and cash equivalents                 5,688         642
 Cash and cash equivalents at beginning of period            583       2,879
                                                         -------     -------
 Cash and cash equivalents at end of period             $  6,271    $  3,521
                                                         =======     =======
Supplemental disclosures of cash flow information:
Cash paid during the period for:                                 
 Interest                                               $    359    $  2,787
                                                         -------     -------
 Income taxes                                                817       1,255
                                                         -------     -------
 The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>


                      Home Products International, Inc.
      Notes to Condensed Consolidated Financial Statements (Unaudited)
                                 (Unaudited)
              (in thousands except per share amounts)


  Note 1.  Home  Products  International,  Inc.  (the  "Company")  and  its
  subsidiary companies  design,  manufacture  and market  products  in  one
  industry segment,  houseware  products.  Houseware products  are marketed
  principally through  mass market  trade channels  throughout  the
  United States and internationally.

       The condensed consolidated financial statements include the accounts
  of  the  Company   and  its  subsidiary   companies.    All   significant
  intercompany transactions and balances have been eliminated.

       The unaudited condensed financial  statements included herein as  of
  September 26, 1998 and for the thirteen weeks and thirty-nine weeks ended
  September 26, 1998 and September 27, 1997 reflect, in the opinion of  the
  Company,  all   adjustments   (which  include   only   normal   recurring
  adjustments)  necessary  for  the  fair  presentation  of  the  financial
  position, the  results of  operations and  cash flows.   These  unaudited
  financial statements  should  be read  in  conjunction with  the  audited
  financial statements and related notes thereto included in the  Company's
  1997 Annual Report  on Form 10-K.   The results  for the interim  periods
  presented are not necessarily  indicative of results  to be expected  for
  the full year.

  Note 2.  Inventories are summarized as follows (in thousands):



                                              September   December
                                              26, 1998    27, 1997
                                               ------      ------

       Finished goods ...................     $18,756     $ 7,335
       Work-in-process ..................       6,556       2,225
       Raw materials ....................       8,123       3,237
                                               ------      ------
                                              $33,435     $12,797
                                               ======      ======

<PAGE>
  Note  3.  On  August  14,  1998  the  Company  acquired  certain   assets
  (inventory  and  molds)  which  comprised  Tenex  Corporation's  consumer
  product storage line for $16,400 in an all cash transaction, (the  "Tenex
  Asset Acquisition").   On  September 8,  1998 the  Company acquired  from
  Newell Co. certain assets and assumed certain liabilities comprising  the
  business of Anchor Hocking Plastics and  Plastic, Inc. for $78,000 in  an
  all cash transaction (the "Newell Asset Acquisition").

       Funding for  the  Tenex  Asset Acquisition  was  obtained  from  the
  Company's May 14,  1998 $100,000 revolving  credit agreement (more  fully
  described in Note 4).  Funding  for the Newell Acquisition was  partially
  obtained from the Company's May 14,  1998 revolving credit agreement,  as
  amended on September  8, 1998, and  a new $50,000  term loan (more  fully
  described in Note 4).

       Both  acquisitions  were  accounted  for as a purchase,  and as such
  actual  results  of  operations  have  been  included in the Consolidated
  Statement  of Operations since the respective  acquisition  dates.    The
  Tenex  Asset Acquisition and  the  Newell  Asset  Acquisition,  combined,
  has  contributed  $7,851  to  net  sales  for  the  thirteen  weeks ended
  September 26, 1998.

       For  proforma  information  related to the Newell Asset Acquisition,
  see  Form  8-K/A  filed  by  the Company on November 6, 1998.  The  Tenex
  Asset Acquisition was not material, and  thus  proforma  information  was 
  not required.
<PAGE>
  Note  4.  On  May  14,  1998,  the  Company  issued  $125,000  of  Senior
  Subordinated Notes due  2008 (the  "Notes").   Interest on  the Notes  is
  payable semi-annually at a rate of  9.625% per annum.  Proceeds from  the
  offering were used  (i) to  repay approximately  $122,000 of  outstanding
  indebtedness, including the payment of certain fees, prepayment penalties
  and expenses related to  such repayment, (ii) to  pay certain other  fees
  and expenses incurred in  connection with the issuance  of the Notes  and
  the refinancing of  the Company's primary  revolving credit facility  and
  (iii) for working capital and general corporate purposes.

       The Company is a holding company with no assets or operations  other
  than its investment in its subsidiaries.  The Notes are guaranteed by all
  direct  and   indirect   subsidiaries   of   the   Company   other   than
  inconsequential  subsidiaries   (the  "Subsidiary   Guarantors").     The
  guarantee obligations of the Subsidiary Guarantors (which are all  wholly
  owned subsidiaries of the Company) are full, unconditional and joint  and
  several.   There are  no restrictions  on the  ability of  the  Company's
  subsidiaries to  pay  dividends or  other  distributions to  the  Company
  (other than limitations  imposed by  law generally  on the  ability of  a
  corporation to  declare  and  pay  dividends  and  distributions  to  its
  stockholders).    Separate   financial  statements   of  the   Subsidiary
  Guarantors are  not included  in  the accompanying  financial  statements
  because management of the Company has determined that separate  financial
  statements  of  the  Subsidiary  Guarantors  would  not  be  material  to
  investors.

       On May 14, 1998,  concurrently with the offering  of the Notes,  the
  Company entered into a new bank  revolving credit agreement in a  maximum
  principal amount  of $100,000  (the  "$100,000 Credit  Agreement")  which
  replaced the Company's prior $20,000 revolving credit agreement.

       On  September  8,  1998,  in  conjunction  with  the  Newell   Asset
  Acquisition, the Company amended and restated  the May 14, 1998  $100,000
  Credit Agreement to  add, among other  items, a $50,000  term loan,  (the
  "Term Loan").  The combination of  the $100,000 Credit Agreement and  the
  Term Loan are  referred to herein  as  the  "$150,000 Credit  Agreement".
  Remaining  availability  under  the  $150,000  Credit  Agreement  as   of
  September 26, 1998 was approximately $52,000.
<PAGE>
  Note 5.  During  fiscal 1997 the Company  adopted Statement of  Financial
  Accounting Standards  No. 128,  "Earnings per  Share," which  established
  standards for  the computation  and presentation  of earnings  per  share
  information.   Prior  period net  earnings  (loss) per  share  have  been
  restated.  Net earnings (loss) per  common share - basic, was  calculated
  by dividing  net  earnings (loss)  applicable  to common  shares  by  the
  weighted average number of common shares outstanding during each  period.
  Net earnings (loss) per  common share -  diluted, reflects the  potential
  dilution that could occur assuming  exercise of all outstanding  "in-the-
  money" stock options.   A reconciliation of the  net earnings (loss)  and
  the number of  shares used in  computing basic and  diluted earnings  per
  share was as follows:
<TABLE>
                                        Thirteen Weeks      Thirty-nine Weeks
                                            Ended                 Ended       
                                      Sept 26,  Sept 27,    Sept 26,  Sept 27,
                                        1998      1997        1998      1997 
                                       ------    ------      ------    ------
  <S>                                 <C>       <C>         <C>       <C>
  Net earnings per common share -
  basic:
  Net earnings applicable to          
   common shares ................     $ 3,114   $ 2,421     $ 2,282   $ 5,243
                                       ======    ======      ======    ====== 
  Weighted average common shares
    Outstanding for the period ..       7,961     6,490       7,946     5,042 
                                       ======    ======      ======    ====== 
  Net earnings per common share -     
   basic ........................     $  0.39   $  0.37     $  0.29   $  1.04
                                       ======    ======      ======    ====== 
  Net earnings per common share-
  diluted:
  Net earnings applicable to          
   common shares ................     $ 3,114   $ 2,421     $ 2,282   $ 5,243
                                       ======    ======      ======    ====== 
  Weighted average common shares
    Outstanding for the period ..       7,961     6,490       7,946     5,042 
  Increase in shares which would
   result From exercise of "in-
   the-money" Stock options .....         211       303         311       233
                                       ------    ------      ------    ------
  Weighted average common shares
  outstanding
    Assuming conversion of the   
     above Securities ...........       8,172     6,793       8,257     5,275 
                                       ======    ======      ======    ====== 
  Net earnings per common share -   
  diluted  ......................     $  0.38   $  0.36     $  0.28   $  0.99
                                       ======    ======      ======    ====== 
</TABLE>

  Note 6.  The  provision for  income taxes  is determined  by applying  an
  estimated annual effective tax rate (federal, state and foreign combined)
  to income before taxes.  The  estimated annual effective income tax  rate
  is based upon the  most recent annualized forecast  of pretax income  and
  permanent book/tax differences.
<PAGE>

  ITEM 2.Management's Discussion  and Analysis of  Financial Condition  and
        Results of Operations


       This  quarterly  report  on   Form  10-Q,  including   "Management's
  Discussion and Analysis of Financial Condition and Results of Operations"
  contains forward-looking  statements within  the  meaning of  the  "safe-
  harbor" provisions of  the Private  Securities Litigation  Reform Act  of
  1995.  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:  (i) the  anticipated effects  of the  1998 Acquisitions  (as
  defined below) on the  Company's sales and earnings;  (ii) the impact  of
  the level  of the  Company's  indebtedness; (iii)  restrictive  covenants
  contained in the Company's various debt documents; (iv) general  economic
  conditions and conditions  in the retail  environment; (v) the  Company's
  dependence on a few large customers;  (vi) price fluctuations in the  raw
  materials  used  by  the  Company,  particularly  plastic  resin;   (vii)
  competitive conditions  in the  Company's  markets; (viii)  the  seasonal
  nature of the Company's business; (ix)  the Company's ability to  execute
  its acquisition strategy; (x) fluctuations in the stock market; (xi)  the
  extent to which the Company is able to retain and attract key  personnel;
  (xii) relationships with  retailers; and  (xiii) 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  operating results may  fluctuate, especially  when
  measured on a quarterly basis.   The Company undertakes no obligation  to
  republish  revised  forward-looking  statements  to  reflect  events   or
  circumstances after  the date  hereof or  to  reflect the  occurrence  of
  unanticipated events.   Readers are also  urged to  carefully review  and
  consider the various  disclosures made by  the Company  which attempt  to
  advise interested  parties  of the  factors  which affect  the  Company's
  business, in this report,  as well as the  Company's periodic reports  on
  Forms  10-K,  10-Q  and  8-K  filed  with  the  Securities  and  Exchange
  Commission.

  1998 Acquisitions.

       The Company made three acquisitions within its 1998 fiscal year (the
  "1998 Acquisitions") and the actual results  have been combined with  the
  Company's since the date of the respective acquisition.

       Effective  December  30,  1997  the  Company  acquired  all  of  the
  outstanding common stock of Seymour Housewares Corporation, ("Seymour") a
  leading designer,  manufacturer and  marketer  of consumer  laundry  care
  products.   Seymour  manufactures and  markets  a full  line  of  ironing
  boards, ironing  board  covers  and pads  and  numerous  laundry  related
  accessories.  Seymour was acquired for  a total purchase price of  $100.7
  million, consisting of  $16.4 million in  cash, $14.3  million in  common
  stock (1,320,700 shares) and the assumption of $70.0 million of debt.

       Effective August  14,  1998  the Company  acquired  certain  assets,
  (inventory  and  molds)  which  comprised  Tenex  Corporation's  consumer
  product storage line.  This product line consists of plastic storage bins
  and containers, rolling carts and stacking drawer systems.  This  product
  line was acquired for $16.4 million in cash.
<PAGE>
       Effective September 8, 1998 the Company acquired assets and  assumed
  certain liabilities from Newell Co. (consisting of the business of Anchor
  Hocking Plastics ("AHP") and Plastics, Inc ("PI").) a leading supplier of
  food storage containers and disposable plastic  servingware.  AHP and  PI
  are  collectively  referred   to  herein  as   Prestige  Plastics,   Inc.
  ("Prestige").  Prestige was acquired for $78.0 million in cash.


  Thirteen weeks ended September  26, 1998 compared  to the thirteen  weeks
  ended September 27, 1997

       In the discussion and analysis that  follows, all references to  the
  third quarter of 1998 are to the thirteen week period ended September 27,
  1998 and all references to the third quarter of 1997 are to the  thirteen
  week period  ended September  27, 1997.    The following  discussion  and
  analysis  compares  the  actual  results  for  the  third quarter of 1998
  to the actual results for the third quarter of 1997 with reference to the
  following (in thousands, except per share amounts; unaudited):

<TABLE>
                                           Thirteen weeks  ended
                                   September 26, 1998  September 27, 1997
  <S>                              <C>        <C>      <C>         <C>
  Net sales.....................   $ 68,243   100.0%   $ 32,875    100.0%
  Cost of goods sold............     45,874    67.2      22,498     68.4
                                    -------    ----     -------     ----
    Gross profit................     22,369    32.8      10,377     31.6
  Operating expenses............     13,202    19.4       6,780     20.7
                                    -------    ----     -------     ----
    Operating profit............      9,167    13.4       3,597     10.9

  Interest expense..............     (3,872)   (5.7)     (1,067)    (3.2)
  Other income (expense)........         42     0.1         (41)    (0.1)
                                    -------    ----     -------     ----
    Earnings before income taxes      5,337     7.8       2,489      7.6

  Income tax (expense)..........     (2,223)   (3.2)        (68)    (0.2)
                                    -------    ----     -------     ----
  Net earnings .................   $  3,114     4.6 %  $  2,421      7.4%
                                    =======    ====     =======     ====

  Net earnings per share - basic      $0.39               $0.37
                        
  Net earnings per share - diluted    $0.38               $0.36 

  Weighted average common shares
    Outstanding - basic.........      7,961               6,490 

  Weighted average common shares
    Outstanding - diluted.......      8,172               6,793 

</TABLE>
<PAGE>
       Net sales.  Net sales of $68.2 million in the third quarter of  1998
  increased $35.3 million, or  107.3%, from net sales  of $32.9 million  in
  the third  quarter of  1997.   The  1998 Acquisitions  contributed  $35.9
  million  to  net  sales  in  the   quarter.    The  Company's   remaining
  subsidiaries experienced a slight decrease in  the third quarter of  1998
  totaling $0.6 million.   Net sales were down as a result of the Company's
  continuing effort to cutback or eliminate  the sales of under  performing
  products.   In addition,  sales  as compared  to  the prior  period  were
  negatively impacted by  the bankruptcy  of several  retailers during  the
  fourth quarter of  1997 and the  first quarter of  1998.   Sales to  such
  customers for the third quarter of 1997 totaled $0.9 million.

       Gross profit.   Gross  profit increased  from $10.4  million in  the
  third quarter of 1997 to $22.4 million in the third quarter of 1998 while
  gross profit margins increased from 31.6% in the third quarter of 1997 to
  32.8% in the  third quarter of  1998. The  1998 Acquisitions  contributed
  $11.3 million to gross profit at a gross profit margin of 31.4%.  Margins
  on the acquired businesses  are currently less  than the Company's  other
  products due  to existing  levels of  out sourced  production, less  than
  optimal capacity utilization and  too many products.   During the  fourth
  quarter of 1998  and first half  of 1999, management  will be  addressing
  these issues.  Margins on other product lines increased between years  as
  a result of  the elimination of  under performing  products, new  product
  introductions and  decreasing raw  material costs.   Offsetting  some  of
  these  margin  improvements  were   competitive  pricing  pressures   and
  unfavorable  overhead  absorption.    Various  competitors  have  reduced
  selling prices  in an  attempt to  take market  share.   The Company  has
  responded appropriately  and  believes it  has  maintained its  share  of
  market.   However,  maintaining market  share  has resulted  in  selected
  selling price  reductions and  reduced gross  profit margins.    Overhead
  absorption was lower than a year  ago as a result of production  cutbacks
  to reduce  inventories.    While this  action  unfavorably  impacted  the
  operating results, it had a very favorable impact on cash flow.

       Operating expenses.   Operating  expenses of  $13.2 million  in  the
  third quarter  of 1998  were up  $6.4 million  as compared  to the  third
  quarter of 1997.  Operating expenses  as a percent of net sales  improved
  from 20.7% in the third quarter of 1997 to 19.4% in the third quarter  of
  1998.   Excluding the  impact of  amortization, operating  expenses as  a
  percent of  net sales  improved from  20.0%  in 1997  to 17.6%  in  1998.
  Operating expense savings  in the  quarter were  primarily obtained  from
  reduced  selling  and  marketing  expenses  related  to  the   successful
  integration of the  Selfix and Seymour  selling and marketing  functions.
  Administrative expenses, as compared to  the prior period, increased  due
  to the added expenses related to the 1998 Acquisitions.

       Interest expense.   Interest expense of  $3.9 million  in the  third
  quarter of 1998  increased $2.8 million  from $1.1 million  in the  third
  quarter of 1997.  The issuance of approximately $180.8 million of debt in
  connection  with  the  1998  Acquisitions  caused  the  majority  of  the
  increased interest expense  between periods.   In  addition, the  Company
  issued $125.0  million  of high  yield  notes in  May,  1998 at  a  fixed
  interest rate  of 9.625%,  which is  slightly higher  than the  Company's
  floating rate under its previous revolving credit agreement.
<PAGE>
       Income tax expense.  Income tax expense increased by $2.1 million to
  $2.2 million for the third quarter of 1998 from $0.1 million in the third
  quarter of 1997.  Income tax expense increased because of a change in the
  Company's tax  position.   In  1997,  the Company  was  able to  use  net
  operating loss carryforwards which effectively eliminated federal  income
  tax expense.  By the end of fiscal year 1997, the tax loss  carryforwards
  had been fully  utilized, as such,  the Company is  now in  a tax  paying
  position.   The  provision for  the  third  quarter of  1998  included  a
  provision for federal, state and foreign income taxes.

       Net earnings.  The Company had  net earnings of $3.1 million in  the
  third quarter of  1998, or  $0.38 per common  share - diluted,  based  on
  8,172,214 weighted average common shares  outstanding.  This compares  to
  net earnings of $2.4 million in the  third quarter of 1997, or $0.36  per
  common share - diluted, based on 6,792,850 weighted average common shares
  outstanding.   The primary  increase in  weighted average  common  shares
  outstanding was  the  result of  shares  issued in  connection  with  the
  Seymour Acquisition (1,320,700).

       As noted above, the Company's tax position has significantly changed
  since 1997.  If the Company had been in a full tax paying position a year
  ago, diluted earnings per share would have been $0.22 as compared to  the
  fully taxed earnings per share in 1998 of $0.38.
<PAGE>

  Thirty-nine weeks ended  September 26, 1998  compared to the  thirty-nine
  weeks ended September 27, 1997

       The following discussion  and analysis compares  the actual  results
  for the thirty-nine weeks ended September 26, 1998 to the actual  results
  for the thirty-nine weeks ended September 27, 1997 with reference to  the
  following (in thousands, except share and per share amounts; unaudited):
<TABLE>
                                          Thirty-nine weeks ended
                                      September 26,       September 27,
                                          1998                1997
                                      ------------        -------------
  <S>                             <C>          <C>     <C>          <C>
  Net sales.....................  $175,637     100.0%  $97,636      100.0%
  Cost of goods sold............   118,435      67.4    68,007       69.7
                                   -------      ----    ------       ----
    Gross profit................    57,202      32.6    29,629       30.3
  Operating expenses............    34,501      19.7    20,045       20.5
                                   -------      ----    ------       ----
    Operating profit............    22,701      12.9     9,584        9.8

  Interest expense..............   (10,260)     (5.8)   (4,207)      (4.3)
  Other income..................       149       0.1       137        0.1
                                   -------      ----    ------       ----
    Earnings before income taxes    12,590       7.2     5,514        5.6

  Income tax (expense)..........    (5,201)     (3.0)     (271)      (0.2)
                                   -------      ----    ------       ----

  Earnings before extraordinary      7,389       4.2     5,243        5.4
  charge........................
  Extraordinary charge..........    (5,107)     (2.9)        -          - 
                                   -------      ----    ------       ----
  Net earnings..................  $  2,282       1.3%  $ 5,243        5.4%
                                   =======      ====    ======       ====
  Earnings before extraordinary
  charge per share - basic.....    $  0.93              $ 1.04 

  Earnings before extraordinary
  charge per share - diluted ..    $  0.89              $ 0.99 

  Net earnings per share - basic   $  0.29              $ 1.04 

  Net earnings per share - diluted $  0.28              $ 0.99 

  Weighted average common shares
    Outstanding - basic.........     7,946               5,042 

  Weighted average common shares
    Outstanding - diluted.......     8,257               5,275 
</TABLE>
<PAGE>
       Net sales.   Net sales  of $175.6  million in  1998 increased  $78.0
  million, or 79.9%  from net sales  of $97.6 million  in 1997.   The  1998
  Acquisitions contributed $84.9 million to net  sales in the period.   The
  Company's remaining subsidiaries experienced a decrease in 1998  totaling
  $6.9 million.  Net sales were down primarily as a result of the Company's
  continuing effort  to cutback  or eliminate  the sales  of certain  under
  performing products.  Further  impacting 1998 was  a decline in  juvenile
  products due to a $1.0 million  one time promotional order in the  second
  quarter of 1997.  In addition, sales as compared to the prior period were
  negatively impacted by  the bankruptcy  of several  retailers during  the
  fourth quarter of  1997 and the  first quarter of  1998.   Sales to  such
  customers for 1997 totaled  $2.7 million as compared  to $0.3 million  in
  1998.

       Gross profit.  Gross profit increased from $29.6 million in 1997  to
  $57.2 million in 1998 while gross profit margins increased from 30.3%  in
  1997 to 32.6% in 1998. The 1998 Acquisitions contributed $26.8 million to
  gross profit at a gross profit margin of 31.6%.  Margins on the  acquired
  businesses are currently less  than the Company's  other products due  to
  existing levels of  out sourced  production, less  than optimal  capacity
  utilization and too many products.  During the fourth quarter of 1998 and
  first half of 1998, management will be addressing these issues.   Margins
  on other  product  lines increased  between  years  as a  result  of  the
  elimination of under performing  products, new product introductions  and
  decreasing  raw  material  costs.    Offsetting  some  of  these   margin
  improvements were competitive pricing pressures and unfavorable  overhead
  absorption.   Various  competitors  have reduced  selling  prices  in  an
  attempt to take market  share.  The  Company has responded  appropriately
  and believes it has maintained its share of market.  However, maintaining
  market share has resulted in selected selling price reductions.  Overhead
  absorption was lower than a year  ago as a result of production  cutbacks
  to reduce  inventories.    While this  action  unfavorably  impacted  the
  operating results, it had a very favorable impact on cash flow.

       Operating expenses.   Operating expenses  of $34.5  million in  1998
  were up  $14.4 million  as compared  to 1997.   Operating  expenses as  a
  percent of  net sales  improved from  20.5%  in 1997  to 19.7%  in  1998.
  Excluding the impact of amortization, operating expenses as a percent  of
  net sales  improved  even more  from  19.9% in  1997  to 17.9%  in  1998.
  Operating expense  savings in  the period  were primarily  obtained  from
  reduced  selling  and  marketing  expenses  related  to  the   successful
  integration of the  Selfix and Seymour  selling and marketing  functions.
  Administrative expenses increased  due to the  added expenses related  to
  the 1998 Acquisitions.

       Interest expense.    Interest  expense  of  $10.3  million  in  1998
  increased $6.1 million from $4.2 million  in 1997.  The issuance of  $165
  million of  debt in  connection with  the  1998 acquisitions  caused  the
  majority of the increased interest expense between periods.  In addition,
  the Company issued $125.0 million of high  yield notes in May, 1998 at  a
  fixed interest  rate  of  9.625%,  which  is  slightly  higher  than  the
  Company's floating rate under its previous revolving credit agreement.
<PAGE>
       Income tax expense.  Income taxes increased by $4.9 million to  $5.2
  million for 1998 from $0.3 million in 1997.  Income tax expense increased
  because of a change in the Company's tax position.  In 1997, the  Company
  was able  to  use  net operating  loss  carryforwards  which  effectively
  eliminated federal income tax expense.   By the end of fiscal year  1997,
  the tax loss carryforwards had been fully utilized, as such, the  Company
  is now in a tax paying position.  The provision for the third quarter  of
  1998 included a provision for federal, state and foreign income taxes.

       Earnings before extraordinary charge.  Earnings before extraordinary
  charge increased to  $12.6 million  in 1998  from 1997  earnings of  $5.5
  million.  Diluted earnings per share before extraordinary charge for  the
  thirty-nine weeks ended September  26, 1998 were  $0.89 per common  share
  based on 8,257,320 weighted average common shares outstanding as compared
  to diluted earnings per share before extraordinary charge for the thirty-
  nine weeks ended September  27, 1997 of $0.99  per common share based  on
  5,275,436 weighted average  common shares outstanding.   The increase  in
  weighted average common  shares outstanding was  the result  of a  public
  stock offering in  July, 1997 (2,280,000  new shares  issued) and  shares
  issued in connection with the Seymour Acquisition (1,320,700).

       As noted the  above, the  Company's tax  position has  significantly
  changed since  1997.   If the  Company  had been  in  a full  tax  paying
  position a  year ago,  diluted earnings  per share  before  extraordinary
  charge would have been $0.63 as compared to the fully taxed earnings  per
  share in 1998 of $0.89.

       Extraordinary charge.  An extraordinary charge, net of tax, for  the
  early retirement of  debt of $5.1  million, or $0.61  per common share  -
  diluted was recorded in 1998.  To fund the Seymour Acquisition, increased
  financing facilities  were  obtained  to  replace  and  augment  existing
  facilities as  of December  27, 1997,  requiring  the write-off  of  $1.7
  million, net of tax, of capitalized costs incurred to obtain the replaced
  credit facilities.  In addition, in May, 1998 the Company refinanced  its
  existing debt and incurred an extraordinary  charge of $3.4 million,  net
  of tax, for the  write-off of previously   capitalized costs relating  to
  the 12/30/97 Credit Agreement as well as penalties for early repayment of
  debt.

       Net earnings.     The  Company  had net  earnings  in 1998  of  $2.3
  million, or $0.28 per common share - diluted, based on 8,257,320 weighted
  average common shares outstanding.  This compares to net earnings in 1997
  of $5.2 million, or $0.99 per common share - diluted, based on  5,275,436
  weighted average common shares outstanding.

  Capital Resources and Liquidity

       Cash and cash equivalents at September 26, 1998 were $6.3 million as
  compared to $0.6 million at December 27, 1997.  Working capital increased
  $28.1 million, or  339%, to  $36.4 million at  September 26,  1998.   The
  increase in working capital is a  result of the 1998 Acquisitions.   Cash
  provided by operating  activities was $13.9  million for the  thirty-nine
  week period. During  the thirteen-week period  ended September 26,  1998,
  the Company  generated positive  cash flow of $9.3 million (excluding the
  additional debt required to fund third quarter acquisitions).
<PAGE>
       In the third quarter  of 1998 the Company  added Term debt  totaling
  $50 million  and  increased their  borrowings  under the  $100.0  million
  senior revolving  credit facility  by $38.2  million.   At September  26,
  1998, the  Company had  total short  and long  term debt  outstanding  of
  $223.5  million  and  unused  availability  under  the  revolving  credit
  facility of $52.0.   During the fourth quarter  of 1998, $1.6 million  of
  debt will come due.

       The Company's  capital spending  needs in  1998 are  expected to  be
  between $12.0 and  $14.0 million.   Most of the  spending relates to  new
  injection molding presses to expand existing capacity and to replace old,
  inefficient machines.   The replacement machines  are expected to  reduce
  manufacturing cycle times  and ongoing maintenance  costs.  In  addition,
  the Company exercised an option in the first quarter of 1998 to  purchase
  the leased  manufacturing  and  warehouse  facility  in  Missouri  at  an
  approximate cost of $1.4 million.   The Company expects to spend  between
  $4.0 and $6.0 million in the fourth  quarter primarily for the set up  of
  the Company's Tenex manufacturing facility  in Chicago.  Where  possible,
  management will pursue  alternative means  of financing  such as  capital
  leases and other  purchase money  transactions.   In addition,  operating
  leases will be pursued to the  extent they represent attractive  economic
  alternatives.

       The Company believes its financing facilities together with its cash
  flow from operations  will provide sufficient capital to fund operations,
  make the  required  debt  repayments and  meet  the  anticipated  capital
  spending needs.
<PAGE>
  Year 2000 Compliance

       Many currently installed computer systems and software  products are
  coded to only accept two-digit entries in the date code field and can not
  distinguish 21st century dates from  20th century dates and, as a result,
  many companies'  software and computer systems may need to be upgraded or 
  replaced in order to comply with such "Year 2000" requirements.

       State of readiness.  The Company is in the process of finalizing its
  evaluation of the Year 2000 readiness (the "Project")  of its information
  technology  systems  ("IT")  and its non  IT  Systems, ("Non IT") such as
  building security, heating and  cooling, telephones, voicemail, and other 
  similar items.  The Company currently anticipates  that the  Project will
  cover  the  following  phases:  (i)  identification  of all IT and non IT
  systems, (ii) assessment of the repair or replacement requirements, (iii)
  repair or replacement, (iv) testing, (v) implementation and (vi) creation
  of  contingency  plans in  the event of year 2000 failures.  The  Company
  is scheduled  to have  reached Year 2000 compliance for all IT and non IT
  Systems prior to December 1999.

       The Company is also working with its major  suppliers and  customers
  to determine whether the year 2000 problem will have an adverse effect on
  the  Company's  relationships  with  them.  The Company does  not control
  its  suppliers or  customers, and  relies  on  a  variety  of  utilities,
  telecommunication  companies,  banks  and  other  suppliers  in  order to
  continue its business.  There is no assurance that  such parties will not
  suffer a year 2000 business  interruption,  which, could have  a material
  adverse effect on  the Company's  financial condition  and its results of 
  operations.  

       Costs.  To   date,  the   Company  has  not   incurred   significant
  expenditures in connection with the  identification and evaluation of the
  Year  2000  compliance  issues.  Management  estimates that the Year 2000
  compliance  costs  will  be  approximately  $.25 million to $.75 million.  
  Funds  for  the  Year  2000  compliance  will  be  obtained from  current
  operations or the Company's revolving credit facility.  

       Contingency plan.  The Company has not yet  finalized  its Year 2000
  contingency plan.  The Company intends to  finalize  its contingency plan
  prior to December 1999.  In  addition, if further  year  2000  compliance
  issues are discovered, the Company will evaluate the need for one or more
  contingency plans relating to such issues.

<PAGE>
  Outlook

       The outlook section contains a number of forward-looking  statements
  which are based  upon current expectations.   Actual  results may  differ
  materially.   These statements  do not  take into  account the  potential
  effects of future mergers or acquisitions.

       Earnings in the fourth quarter are expected to be below the earnings
  levels achieved  in  the second  and  third quarters.    This is  due  to
  seasonality factors particularly in the laundry care product lines.   The
  1998 Acquisitions will cause a change in the historical earnings patterns
  of the company.  As a result, the  Company will be a strong performer  in
  the second and third quarters with reduced profit levels in the first and
  fourth quarters.  Management  expects that 70-75%  of its annual  profits
  will be earned in the  second and third quarters  as compared to the  58%
  that was earned in the same quarters in 1997.  As a result of the changes
  in seasonality, earnings per share in the fourth quarter are expected  to
  be less than last year's fully taxed results of $0.18 per diluted share.

       In addition, the acquisitions of Tenex and Prestige Plastics are not
  expected to be accretive to earnings  in 1998 although they will  provide
  additional sales and market penetration in the fourth quarter.

       Fourth quarter 1998 margins are expected  to decline from the  third
  quarter.  This is due to seasonality issues as well as the impact of  the
  newly acquired Tenex and Prestige Plastics  product lines.  The  acquired
  product lines have  lower margins than  the Company's  other storage  and
  laundry care products.   The lower  margins are a  result of  outsourcing
  arrangements, excess productive capacity  and market conditions.   During
  the fourth quarter  of 1998 and  first half of  1999, management will  be
  determining and  implementing  strategic  initiatives  to  address  these
  issues.       Such  initiatives  will   include  reconfiguring   existing
  manufacturing capacity to increase production, balancing production among
  facilities to encourage better utilization, adding capacity and warehouse
  space in Chicago and selected product line reductions.  This will  result
  in a reduction of  out sourced product as  well as reduced  manufacturing
  costs.   These actions  are expected  to favorably  impact gross  product
  margins by the second half of 1999.

       During the  fourth  quarter of  1998  and all  of  1999,  management
  expects to see  the continuation of  competitive pricing pressures  begun
  during the third quarter.  Management expects to vigorously contest  such
  pressures and to maintain its market position.  Such competitive threats,
  however, are  expected to  erode some  of the  margin gains  the  Company
  expects to  make  through the  cost  reduction efforts  discussed  above.
  Plastic resin costs are expected to remain at current levels through  the
  fourth quarter.   Although  this will  help control  costs, it  will  not
  necessarily result in improved margins due  to the competitive nature  of
  the current market place.

       Management  will  continue  to  evaluate  opportunities  to   reduce
  operating  expenses,   particularly  in   regard  to   the  most   recent
  acquisitions.  Part of  the Company's acquisition strategy is to  combine
  selling, marketing and administrative functions where appropriate.   This
  is an ongoing effort.
<PAGE>
       In addition to  the Company's  goal of  10% annual  growth from  new
  products and  product  line improvements, the  Company will  continue  to
  aggressively  pursue  acquisitions  that   are  accretive  to   earnings.
  Management anticipates  that  the  fragmented nature  of  the  housewares
  industry will continue  to provide significant  opportunities for  growth
  through strategic acquisitions of  complementary businesses.   Management
  intends to acquire businesses  at attractive multiples  of cash flow  and
  achieve operational and distribution efficiencies through integration  of
  complementary businesses.

       The Company,  consistent  with its  acquisition  strategy,  acquired
  Prestige from Newell  Co. and the  certain assets  (inventory and  molds)
  comprising Tenex Corporation's consumer product storage line in the third
  quarter of 1998.   Management estimates  that both  transactions will  be
  accretive to earnings in 1999 and  that the addition of these  businesses
  to the Company's existing subsidiaries  will result in combined  revenues
  of approximately $300 million  in 1999.  The  addition of these  entities
  and their respected brands reaffirms the Company's commitment to  leading
  the consolidation in its  industry by building  a portfolio of  companies
  with established positions in the mass market channels.

<PAGE>  

  PART II. Other Information

  ITEM 6.  Exhibits and Reports on Form 8-K

        (a)       Exhibits
 
         Exhibit                   
         Number    Description
         ------    -----------
          2.1      Asset  Purchase and  Sale  Agreement among  Plastics,
                   Inc and Home Products  International, Inc. and Newell
                   Co.  dated as  of  July 31,  1998.   Incorporated  by
                   Reference to Form 8-K/A filed on November 6, 1998.

          2.2      Asset  Purchase  Agreement among  Tenex  Corporation,
                   and  Home Products  International,  Inc., dated  July
                   24, 1998.

          10.1     $150,000,000  Amended and  Restated  Credit Agreement
                   among Home Products  International, Inc. as Borrower,
                   the  Several  Lenders  from   time  to  time  parties
                   hereto,   and   The    Chase   Manhattan   Bank,   as
                   Administrative   Agent  dated   September   8,  1998.
                   Incorporated  by  Reference  to  Form 8-K/A  filed on
                   November 6, 1998.
                
          10.2     Assignment  and Assumption  Agreement by  and between
                   Home   Products  International,  Inc.   and  Prestige
                   Plastics, Inc.  Incorporated by Reference to  Form 8-
                   K/A filed on November 6, 1998.

          27.1     Financial  Data Schedule  (only  filed electronically
                   with the SEC).

        (a)       Reports on Form 8-K.

           (1)            On September 3, 1998 the Registrant filed a  Form
                 8-K to report the acquisition of certain assets from Tenex
                 Corporation.  No financial statements were included in the
                 filing.
           
           (2)            On September 23, 1998 the Registrant filed a Form
                 8-K to report  the  acquisition of assets  from Newell Co.
                 No financial Statements were included in this  filing,  as
                 it was impractical to provide financial statements at that
                 time.  Form 8-K/A was filed on  November 6, 1998 so as  to
                 include the required financial statements.

<PAGE>
                               SIGNATURE PAGE



       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.



                                     HOME PRODUCTS INTERNATIONAL, INC.



                                     By:  /s/ James E. Winslow            
                                          James E. Winslow
                                          Executive Vice President
                                          Chief Financial Officer



  Dated:  November 10, 1998