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 March 29, 1997

                                   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 May 9, 1997 - 4,322,922
<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                    8

 Part II.     Other Information

         Item 4.  Submission of Matters to a Vote of Security Holders   12
 

         Item 6.  Exhibits and Reports on Form 8-K.                     12

Signatures                                                              13

<PAGE> 
PART I-FINANCIAL INFORMATION
       ITEM 1.  FINANCIAL STATEMENTS
                          
                   HOME PRODUCTS INTERNATIONAL, INC.
                 Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>                                       March 29,
                                                  1997     December 28,
                                               (unaudited)     1996
                Assets                 (in thousands, except share amounts)
<S>                                              <C>          <C>
Current assets:
  Cash and cash equivalents ..................   $ 6,709      $  2,879 
  Accounts receivable, net ...................    17,414         6,594 
  Inventories, net ...........................    11,602         4,391 
  Prepaid expenses and other current assets ..       883           100 
    Total current assets .....................    36,608        13,964 
Property, plant and equipment - at cost.......    56,338        22,515 
Less accumulated depreciation and amortization   (32,458)      (14,581)
Property, plant and equipment, net............    23,880         7,934 
Intangible and other assets...................    31,643         2,807 
Total assets..................................   $92,131       $24,705 

     Liabilities and Stockholders' Equity
Current liabilities:
  Current maturities of long-term obligations    $ 2,810        $  838 
  Accounts payable ...........................    14,048         1,956 
  Accrued liabilities ........................     8,549         4,018 
    Total current liabilities ................    25,407         6,812
    Long-term obligations - net of current
    maturities................................    51,141         6,184 
Stockholders' equity:
  Preferred Stock - authorized, 500,000
shares, $.01 par value;
    none issued ..............................          -            - 
  Common Stock - authorized 7,500,000 shares,
  $.01 par value;
    3,881,423 shares issued at December 28,  .
    1996 and  4,381,684 shares issued at March 
    29, 1997 .................................        44            38 
  Additional paid-in capital .................    13,669        10,840 
  Retained earnings ..........................     2,328         1,296 
  Common stock held in treasury - at cost
(58,762 shares)...............................      (264)         (264)
  Currency translation adjustments ...........      (194)         (201)
    Total stockholders' equity ...............    15,583        11,709
Total liabilities and stockholders' equity....   $92,131       $24,705
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>

                   HOME PRODUCTS INTERNATIONAL, INC.
 Condensed Consolidated Statements of Operations and Retained Earnings
                              (unaudited)
<TABLE>
<CAPTION>                                        Thirteen Weeks Ended
                                                 March 29,   March 30,
                                                    1997       1996
                                   (in thousands, except per share amounts)
<S>                                                <C>         <C>
Net sales........................                  $31,738     $8,625
Cost of goods sold...............                   22,610      5,767 
   Gross profit .................                    9,128      2,858 
Operating expenses
   Selling ......................                    4,588      2,482 
   Administrative ...............                    1,809      1,301 
   Amortization of intangible assets                   205         43 
                                                     6,602      3,826 
   Operating profit (loss) ......                    2,526       (968)

Other income (expense)
   Interest income ..............                       31         11 
   Interest (expense) ...........                   (1,532)      (180)
   Other income, net ............                      124         21 
                                                    (1,377)      (148)

Earnings (loss) before  income taxes                 1,149     (1,116) 

Income tax expense...............                     (117)        -- 

Net earnings (loss)..............                 $  1,032    $(1,116)
Retained earnings at beginning of period             1,296        490 
Retaining earnings at end of period                $ 2,328    $  (626)

Net earnings (loss) per common and common
equivalent share.................                   $  .23     $ (.29)
Number of weighted common and common equivalent
   shares outstanding ...........                4,513,683  3,817,181 
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
                   HOME PRODUCTS INTERNATIONAL, INC.
             Condensed Consolidated Statements of Cash Flows
                             (unaudited)
<TABLE>
<CAPTION>                                           Thirteen Weeks Ended
                                                     March 29,  March 30,
                                                       1997       1996
   Cash flows from operating activities:                (in thousands)
 <S>                                                 <C>       <C>
 Net earnings (loss) ...................             $ 1,032   $(1,116)
 Adjustments to reconcile net earnings  (loss) to
 net cash
  provided by operating activities:
  Depreciation and amortization ........               1,721       605 
  Changes in assets and liabilities:
    (Increase) in accounts receivable ..              (1,960)     (702)
    (Increase) decrease in inventories .              (1,086)      209 
    Increase (decrease) in accounts payable             (310)      681 
    Increase (decrease) in accrued liabilities           697      (733)
  Other operating activities, net ......                 160       (23)
                                                          
Net cash provided (used) by operating activities         254    (1,079)

Cash flows from investing activities:
 Tamor acquisition, net of cash acquired             (27,792)      ---
 Proceeds from sale or maturity of marketable
 securities ............................                 ---       280 
 Capital expenditures, net .............                (597)     (330)
                                                            
Net cash used for investing activities..             (28,389)      (50)

Cash flows from financing activities:
 Payments on borrowings ................             (11,744)      (16)
 Net proceeds from borrowings and warrant             43,671       --- 
 Payment of capital lease obligation ...                  (9)       (7)
 Exercise of common stock options and
  issuance of common stock under stock purchase
  plan .................................                  47        59 

Net cash provided by financing activities.            31,965        36 
 Net increase (decrease) in cash and cash 
 equivalents ...........................               3,830     (1,093)
 Cash and cash equivalents at beginning of period.     2,879      2,982 
 Cash and cash equivalents at end of period.         $ 6,709     $1,889 

Supplemental disclosures of cash flow information:
Cash paid during the period for:
 Interest and swap fees ................             $   300     $  140 
 Income taxes, net .....................                 ---          1 
</TABLE>

The accompanying notes are an integral part of the financial statements.
<PAGE>
                   Home Products International, Inc.
    Notes to Condensed Consolidated Financial Statements (Unaudited)


Note 1.  Unless the context otherwise requires, references herein to (i)
the "Company"  are  to Home  Products  International, Inc.,  a  Delaware
corporation, and its wholly-owned subsidiaries, Selfix, Inc. a  Delaware
corporation ("Selfix"), Tamor  Corporation, a Massachusetts  corporation
("Tamor"), and Shutters, Inc. an Illinois corporation ("Shutters"), (ii)
"Tamor" include both Tamor and  Housewares Sales, Inc., a  Massachusetts
corporation and Tamor's  affiliated product  distribution company  which
was merged into Tamor as part of the Tamor Acquisition (as defined), and
(iii) the "Tamor Acquisition" are to  the acquisition by the Company  of
the business of Tamor and Housewares  Sales, Inc. which was acquired  in
February, 1997, effective as of January 1, 1997.

The unaudited condensed financial statements  included herein as of  and
for the thirteen weeks ended March 29, 1997 and March 30, 1996  reflect,
in the  opinion of  the Company,  all  adjustments (which  include  only
normal recurring accruals)  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 1996 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):
<TABLE>
<CAPTION>                                   March 29,      December 28,
                                              1997             1996
     <S>                                      <C>             <C>
     Finished goods .....................     $6,531          $2,604
     Work-in-process ....................      2,045           1,003
     Raw materials ......................      3,026             784
</TABLE>
                                             $11,602          $4,391

Note 3.  No provision was made for federal income taxes in 1997 or  1996
due to net operating loss carryforwards  available to the Company.   The
provision for  income taxes  for 1997  reflects  state income  taxes  in
states in which the Company has no tax loss carryforwards.  The  Company
has $3.1 million of net operating loss carryforwards remaining for  book
purposes.  Net operating loss carryforwards  for tax purposes have  been
fully utilized.

Note 4.  Earnings per share have been computed by dividing net  earnings
(loss) for the thirteen weeks ended March 29, 1997 and March 30, 1996 by
the weighted average  common and common  equivalent shares of  4,513,683
and 3,817,181, respectively.  Common  equivalent shares included in  the
computation of  common and  common  equivalent shares  represent  shares
issuable upon assumed exercise of stock options using the treasury stock
method.  Common share  equivalents are not  included under the  treasury
stock method when their effect is antidulitive.

Note 5.  Pursuant to an  agreement dated October 29, 1996, the  Company,
as of January 1,  1997, took operating and  financial control of  Tamor,
assumed substantially  all  of the  liabilities  of Tamor  and  retained
<PAGE>
substantially all  of  the earnings  from  Tamor's operations.    Actual
results are combined since  the date of  effective control although  the
purchase transaction  did  not  close until  February  28,  1997.    The
thirteen weeks ended March 29, 1997 includes imputed interest and  other
financing related charges resulting from the effective date of the Tamor
acquisition prior to the closing date.

     The pro  forma impact  of the  Tamor Acquisition  on the  Company's
historical results together with a  detailed description of the  related
financing is  more  fully  described in  Note  15  to  the  Consolidated
Financial Statements of the  Company as included  in the Company's  1996
Annual Report on Form 10-K.

Note 6.  On January 10, 1997 the Company issued 9,791 shares of common
stock to various employees in conjunction with the 1995 Employee Stock
Purchase Plan.

Note 7.  During the thirteen week period ended March 29, 1997, employees
exercised options to purchase 10,470 shares of the Company's common
stock at exercise prices ranging from $4.23 to $5.00 per share.


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

     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
effect of the Tamor Acquisition 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' periodic reports on Forms 10-K, 10-Q and
8-K filed with the Securities and Exchange Commission
<PAGE>
     In the discussion and analysis that follows, all references to 1997
and 1996 refer to the 13 week periods ended March 29, 1997 and March 30,
1996, respectively.

     General.  Pursuant to an agreement dated October 29, 1996, the
Company, as of January 1, 1997, took operating and financial control of
Tamor, assumed substantially all of the liabilities of Tamor and
retained substantially all of the earnings from Tamor's operations.
Actual results are combined since the date of effective control although
the purchase transaction did not close until February 29, 1997.  Tamor
designs, manufactures and markets quality plastic housewares products.

     Tamor was acquired for a total purchase price of $41.9 million
consisting of approximately $27.8 million in cash, $2.4 million in
common stock (480,000 shares) and the assumption of $11.7 million in
short and long term debt.  On February 27, 1997, the Company entered
into a credit agreement (the "Credit Agreement") with certain lenders
which are parties thereto and General Electric Capital Corporation
("GECC"), as agent, which provided the funds necessary to complete the
acquisition and paydown Tamor's existing short and long term debt.

The Tamor Acquisition and the related financing significantly impacted
the Company's operating results for the first quarter of 1997.  The
acquisition of Tamor substantially improved the Company's net earnings
from a net loss of $1.1 million in the first quarter of 1996 to net
earnings of $1.0 million for the first quarter of 1997.  The improved
earnings were also the result of significant improvements in the financial
performance of Selfix and Shutters.  Tamor contributed $1.2 million of
pre-tax earnings in the quarter, net of related financing expenses,
transaction costs and goodwill amortization.  Selfix and Shutters had an
operating loss of $0.05 million in the first quarter of 1997 as compared
to a $1.1 million loss in the first quarter of 1996. The improved results
at Selfix and Shutters were due to higher gross profit margins and reduced
operating expenses consistent with management initiatives implemented
in 1996.

     The following discussion and analysis compares the results for the
first quarter of 1997 to the pro forma results for the first quarter of
1996.  Management believes that such a comparison is necessary to
meaningfully analyze the changes occurring in such quarters.  The pro
forma financial results give effect to the Tamor Acquisition, and
related financing, as if each of the transactions had occurred on
December 31, 1995.  The pro forma operating expenses reflects (i)
additional amortization expense resulting from the recording of goodwill
associated with the Tamor Acquisition, (ii) net estimated cost savings
as a result of the Tamor Acquisition, including a net reduction in
discretionary distributions paid to and on the behalf of related parties
of Tamor and (iii) additional costs associated with the Company's 401(k)
and profit sharing plans and certain other fees.  The pro forma interest
expense reflects the estimated net increase in interest expense as if
the Tamor Acquisition and related financing and occurred on December 31,
1995.  The pro forma number of weighted average shares assumes the
shares issued as a result of the Tamor Acquisition (480,000 shares) and
a warrant issued in connection with the acquisition financing were
outstanding as of December 31, 1995.
<PAGE>
     As such, in the discussion that follows, all comparisons are made
on a pro forma basis with reference to the following (in thousands,
except per share amounts):
<TABLE>
<CAPTION>                         Thirteen weeks        Pro forma
                                      ended        Thirteen weeks ended
                                  March 29, 1997     March 30, 1996
<S>                              <C>                 <C>
Net sales                        $31,738    100.0%   $27,389   100.0%
Cost of goods sold                22,610     71.2%    19,154    69.9%
     Gross profit                  9,128     28.8%     8,235    30.1%
Operating expense                  6,602     20.8%     6,707    24.5%
     Operating profit              2,526      8.0%     1,528     5.6%

Interest expense                  (1,532)    -4.8%    (1,556)   -5.7%
Other income                         155      0.5%        64     0.2%
  Earnings before income taxes     1,149      3.7%        36     0.1%

Income tax expense                  (117)    -0.4%       (58)   -0.2%

Net earnings (loss)              $ 1,032      3.3%      ($22)   -0.1%

Earnings (loss) per share          $0.23              ($0.01)
</TABLE>
     Net sales.  Net sales of $31.7 million in the first quarter of 1997
increased $4.3 million, or 16%, from net sales of $27.4 million in the
first quarter of 1996.  The increase was primarily the result of
increased distribution and the introduction of new Tamor plastic storage
products.  Sales increases occurred primarily in home/closet
organization and storage containers product lines.  Sales of Tamor
home/closet organization products increased 13.1% as a result of increased
distribution of hanger products.  Sales of Tamor storage containers
increased 26.5% due to new product introductions (66% of the growth in the
category) and additional distribution of existing products.  Sales of
Shutters home improvement products increased 24% due to several new
customers.

     Gross profit.  Gross profit increased 10% from $8.2 million in the
first quarter of 1996 to $9.1 million in the first quarter of 1997, as a
result of the increased sales described above.  Gross profit margins
decreased from 30.1% in the first quarter of 1996 to 28.8% in the first
quarter of 1997, due primarily to increases in the cost of plastic
resin.  The cost of plastic resin increased approximately 12.4% between
quarters resulting in a 3% drop in gross profit margin.  Partially
offsetting the increase in plastic resin costs were improvements in
capacity utilization.  During the first quarter of 1997, the Company was
able to increase the use of excess capacity at its Selfix and Shutters
manufacturing facilities for molding and packaging products for Tamor,
which allowed Tamor to reduce outside molding costs and Selfix and
Shutters to reduce per unit overhead costs.

     Operating expense.  Operating expenses in the first quarter of 1997
of $6.6 million were essentially the same as compared to the first
quarter of 1996.  Selling expenses decreased from 17.0% of net sales in
the first quarter of 1996 to 14.5% of net sales in the first quarter of
1997.  Warehousing and customer service costs in the first quarter of
1997 were reduced by the 1996 closing of Selfix's Canadian facility in
March, 1996.  The 1996 decision to outsource certain product design
services resulted in further personnel related savings.
<PAGE>
     Administrative expenses also declined as a percentage of net sales
from 6.6% in 1996 to 5.7% in the first quarter of 1997.  The decrease in
administrative expenses as a percentage of sales was the result of
increases in sales that were achieved while holding administrative costs
flat as compared to 1996.

     Amortization of intangibles decreased slightly from 0.8% of net
sales in the first quarter of 1996 to .6% in the first quarter of 1997.
The decrease was the result of a higher sales base.

     Operating profit.  As a result of higher sales, operating profit
increased $1.0 million, or 65%, to $2.5 million in the first quarter of
1997 from $1.5 million in the first quarter of 1996.  In the first
quarter of 1997, operating profit was 8.0% of net sales as compared to
5.6% of net sales in the first quarter of 1996.

     Interest expense.  Interest expense of $1.5 million in the first
quarter of 1997 was essentially unchanged from the first quarter of
1996.  Both periods reflect amortization of debt discount related to the
$7 million Subordinated Equity Bridge Note (the "Subordinated Note"),
issued in connection with the Tamor acquisition.  The debt discount of
$0.4 million is being amortized over the 7 month period of time the
Subordinated Note is expected to be outstanding.  Both periods also
reflect approximately $0.1 million of amortization related to fees and
expenses incurred in connection with the Credit Agreement.

     Other income.  Other income increased $0.1 million from 1996 to
1997 as a result of the reversal of excess accruals related to the 1996
closing of the Company's Canadian distribution facility.

     Income tax expense.  The income tax expense recorded in the first
quarter of 1997 reflects tax expenses for state income taxes in states
where the Company does not have tax loss carryforwards.  No
carryforwards are available in Massachusetts, Tamor's primary state of
business.  The Company does not expect to record a material federal tax
expense during 1997 as a result of tax loss carryforwards.  Accordingly,
no federal tax expense was recorded in the first quarter of 1997.

     The Company decreased the valuation allowance for net deferred tax
assets by $0.4 million to $3.1 million.  The Company carries the
remaining allowance because although the Company has restructured its
Selfix operations and returned to profitability in 1996, there is no
assurance that the Company will be able to maintain profitability.  The
Company's ability to sustain profitability is dependent upon a number of
factors, including the continued successful implementation of cost
control measures, the successful integration of Tamor's operations into
the Company's operations, maintenance of the Company's existing customer
relationships at current levels of sales volume and various other
factors beyond the Company's control, such as plastic resin price
increases and the effect of general economic conditions.  The Company
has $3.1 million of net operating loss carryforwards remaining for book
purposes.  Net operating loss carryforwards for tax purposes have been
fully utilized.
<PAGE>
     Net earnings (loss).  Net earnings increased to $1.0 million in the
first quarter of 1997 from the first quarter of 1996 net loss of $0.02
million.  Earnings per share increased to $0.23 in the first quarter of
1997 based on 4,513,683 weighted average shares outstanding as compared
to the first quarter of 1996 loss per share of $0.01 based on 4,336,783
pro forma weighted average shares outstanding.  If the Company had
incurred a tax expense using a tax rate of 40% assuming no federal or
state tax loss carryforwards, net earnings in the first quarter of 1997
would have been $0.7 million, or $0.15 per share based on 4,513,683
weighted average shares outstanding.

     Housewares

     First quarter 1997 performance in the housewares segment
significantly improved as compared to the first quarter of 1996 on a pro
forma basis.  Net sales increased 15% from $25.1 million, on a pro forma
basis, in the first quarter of 1996 to $30.0 million in the first
quarter of 1997 as a result of new product introductions and expanded
distribution.  Operating profit increased 27% from $2.0 million (7.8% of
net sales) on a pro forma basis in the first quarter of 1996 to $2.6
million, 8.5% of net sales, in the first quarter of 1997.  Increased
profitability was a result of the increased sales as well as decreased
operating expenses both in absolute dollars and as a percent to sales.
Decreases in operating expenses were related to personnel reductions
initiated in the second and third quarters of 1996 together with the
March, 1996 closing of the Company's Canadian distribution facility.

     Home Improvement Products

     First quarter 1997 sales and operating profit increased
substantially from the first quarter of 1996.  Net sales increased 38%
from $1.3 million in the first quarter of 1996 to $1.8 million in the
first quarter of 1997.  The increase in sales was a result of new
customers.  Net sales in the first quarter are traditionally lower than
the second and third quarter as sales are impacted by weather conditions
which are generally better in the late spring, summer and early fall.
The 1997 first quarter operating loss of $0.03 million was significantly
decreased from the 1996 first quarter operating loss of $0.5 million.
The reduction in the loss was a result of the increased sales and a $0.2
million decrease in operating expenses.  The decrease in operating
expenses was due to personnel cutbacks and less spending on marketing
brochures.

Capital Resources and Liquidity

     Cash and cash equivalents at March 29, 1997 were $6.7 million as
compared to $2.9 million  at December 28, 1996.  The Company's cash flow
from operating activities was $.3 million during the thirteen weeks
ended March 29, 1997.  Increases in cash and cash equivalents resulted
from borrowings from GECC in excess of funds required to close the Tamor
transaction.

     The required borrowings for the  Tamor Acquisition have
significantly changed the Company's financial structure.  To fund the
Tamor Acquisition, financing facilities were provided by commercial
lenders to replace  and augment the financing facilities in place at
December 28, 1996.  The financing facilities provided consist of $40
<PAGE>
million of term notes and a $20 million revolving line of credit under
the Credit Agreement and a $7 million Subordinated Note.  At March 29,
1997, the Company had total short and long term debt outstanding of
$54.0 million and unused availability under the revolving line of credit
of $12.2 million.  There were no borrowings outstanding under the
revolving line of credit at March 29, 1997.  During the remainder of
1997, $2.5 million of debt will come due.

     The Company's capital spending needs in 1997 are expected to be
between $7.5 and $10.0 million.  Most of the spending relates to new
injection molding presses and molds to support Tamor's sales growth and
new product development.  Also included in the capital spending forecast
is approximately $2.4 million to expand Tamor's Missouri manufacturing
and warehouse facility.  The Company believes that its existing
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.

     On April 25, 1997, the Company filed a Registration Statement on
Form S-2 with the Securities and Exchange Commission to register 3.5
million shares of common stock (not including the shares of common stock
subject to the underwriters over-allotment option) of which 2.0 million
are to be newly issued shares sold by the Company.  The remaining 1.5
million shares are being sold by a former chief executive officer of the
Company and by certain trusts of which her children are beneficiaries.
The net proceeds from the offering, if completed, will be used (i) to
repay a portion of the outstanding $40.0 million principal amount of the
Term loans, and (ii) to repay in full the $7.0 million Subordinated
Note.  The Company used the proceeds of the portion of the Term Loans
being repaid and the proceeds of the Subordinated Note and warrant to
fund a portion of the purchase price of Tamor.  The Company will not
receive any of the proceeds from the sale of the shares of Common Stock
being sold by the selling shareholders.  However, there can be no
assurance that the offering will occur.

                      PART II - OTHER INFORMATION

ITEM 4. Submission of Matters to a Vote of Security Holders.
        The Board of Directors of the Company approved an amendment to
        the Company's Certificate of Incorporation to increase the number
        of authorized shares of Common Stock from 7,500,000 to 15,000,000
        shares subject to stockholder approval, on January 30, 1997, (the
        "Amendment").  The holders of a majority of the outstanding
        shares of Common Stock approved the Amendment by written consent
        in lieu of meeting, effective as of March 6, 1997, in accordance
        with Section 228 of the Delaware General Corporation Law,
        ("DGCL").  The consent of the remaining stockholders of the
        Company was not required and was not solicited in connection with
        this action.  Pursuant to Section 228(d) of the DGCL, the
        Company's stockholders were provided with notice of the approval
        by less than unanimous written consent of the Company's
        stockholders of the Amendment.  The Company's stockholders were
        furnished with an Information Statement pursuant to Section 14C
        of the Securities Exchange Act of 1934 and Regulation 14C and
        Schedule 14C thereunder, and, in accordance therewith, the
        Amendment was not filed with the Secretary of State of the State
        of Delaware and will not become effective until May 12, 1997,
        which date is at least 20 calendar days after the mailing of the
        Information Statement relating to the Amendment.
<PAGE>
ITEM 6. Exhibits and Reports on Form 8-K.
      On March 14, 1997, the Registrant filed a report on Form 8-K
      dated February 28, 1997 reporting the Tamor Acquisition.  Tamor
      designs, manufactures and markets quality plastic housewares
      products.  For more information regarding the Tamor Acquisition,
      see Note 5 of the Notes to Condensed Consolidated Financial
      Statements and Management's Discussion and Analysis of Results of
      Operations and Financial Condition.

                             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:  May 9, 1997