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

                                  FORM 10-Q

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

                 For the Quarterly Period Ended June 30, 2001

                                      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 August 4, 2001 - 7,773,142

<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                                     12


           Item 3.  Quantitative and Qualitative Disclosures
                    About Market Risk                                 19

  Part II. Other Information

           Items 1 through 3 and Item 5 are not applicable

           Item 4.  Submission of Matters to a Vote of
                    Security Holders                                  21

           Item 6.  Exhibits and Reports on Form 8-K                  21


  Signature                                                           22

<PAGE>

 PART I.  FINANCIAL INFORMATION

 Item 1.  Financial Statements


                       HOME PRODUCTS INTERNATIONAL, INC.
                     Condensed Consolidated Balance Sheets
                      (in thousands, except share amounts)


                                                     (unaudited)
                                                       June 30,   December 30,
                                                         2001         2000
                                                       --------     --------
                     Assets
 Current assets:
   Cash and cash equivalents ...............          $   1,778    $   3,152
   Accounts receivable, net ................             43,430       46,095
   Inventories, net ........................             28,414       27,388
   Prepaid expenses and other current assets              3,230        4,051
                                                       --------     --------
     Total current assets ..................             76,852       80,686
                                                       --------     --------
 Property, plant and equipment - at cost....             97,378       94,161
 Less accumulated depreciation and
   amortization.............................            (44,329)     (38,280)
                                                       --------     --------
 Property, plant and equipment, net.........             53,049       55,881
                                                       --------     --------
 Intangible, net and other assets...........            127,286      129,085
                                                       --------     --------
     Total assets ..........................          $ 257,187    $ 265,652
                                                       ========     ========
 Liabilities and Stockholders' Deficit
 Current liabilities:
   Accounts payable ........................          $  16,374    $  20,521
   Accrued liabilities .....................             34,885       34,981
   Current maturities of long-term
     obligations............................              7,058        6,558
                                                       --------     --------
     Total current liabilities .............             58,317       62,060
                                                       --------     --------
 Long-term obligations - net of current
   maturities...............................            213,475      215,051
 Other liabilities..........................              3,103        3,038
 Stockholders' deficit:
   Preferred Stock - authorized, 500,000
     shares, $.01 par value; - None issued..                  -            -
   Common Stock - authorized 15,000,000
    shares, $.01 par value; 8,568,038 shares
    issued at June 30, 2001 and 8,561,642
    shares issued at December 30, 2000 .....                 86           86
   Additional paid-in capital ..............             49,811       49,811
   Accumulated deficit .....................            (60,565)     (57,242)
   Common stock held in treasury - at cost
     822,394 shares at June 30, 2001 and
     December 30, 2000......................             (6,528)      (6,528)
   Deferred compensation ...................               (512)        (624)
                                                       --------     --------
     Total stockholders' deficit ...........            (17,708)     (14,497)
                                                       --------     --------
     Total liabilities and stockholders'
       deficit..............................          $ 257,187    $ 265,652
                                                       ========     ========

 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)
                   (in thousands, except per share amounts)


                                       Thirteen weeks       Twenty-six weeks
                                            ended                ended
                                       --------------------------------------
                                     June 30,  June 24,   June 30,   June 24,
                                       2001      2000       2001       2000
                                       --------------------------------------
 Net sales .........................  $65,858   $70,910   $129,984   $138,999
 Cost of goods sold ................   49,954    56,026     99,872    108,196
 Special charge, net ...............        -         -        110          -
                                       ------    ------    -------    -------
   Gross profit ....................   15,904    14,884     30,002     30,803

 Operating expenses:
   Selling .........................    5,032     6,129     10,401     13,235
   Administrative ..................    3,788     3,769      7,718      7,641
   Amortization of intangible assets      930     1,315      1,859      2,635
   Restructuring and other charges..        -         -      2,483          -
                                       ------    ------    -------    -------
                                        9,750    11,213     22,461     23,511
                                       ------    ------    -------    -------
   Operating profit ................    6,154     3,671      7,541      7,292
                                       ------    ------    -------    -------
 Other income (expense):
   Interest income .................        7        33         17         48
   Interest (expense) ..............   (5,391)   (5,634)   (10,870)   (10,771)
   Other income (expense), net .....       21        33         87       (564)
                                       ------    ------    -------    -------
                                       (5,363)   (5,568)   (10,766)   (11,287)
                                       ------    ------    -------    -------
   Income (loss) before income taxes      791    (1,897)    (3,225)    (3,995)

 Income tax (expense) benefit ......      (31)      793        (98)     1,674
                                       ------    ------    -------    -------
   Net income (loss) ...............  $   760   $(1,104)  $ (3,323)  $ (2,321)
                                       ======    ======    =======    =======
 Net income (loss) per common share:
   Basic ...........................  $  0.10   $ (0.15)  $  (0.45)  $  (0.32)
                                       ======    ======    =======    =======
   Dilutive ........................  $  0.10   $ (0.15)  $  (0.45)  $  (0.32)
                                       ======    ======    =======    ========

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

<PAGE>

                      HOME PRODUCTS INTERNATIONAL, INC.
               Condensed Consolidated Statements of Cash Flows
                                 (unaudited)
                            (dollars in thousands)



                                                       Twenty-six weeks ended
                                                        ---------------------
                                                        June 30,     June 24,
                                                          2001         2000
                                                        --------     --------
 Operating activities:

  Net loss .......................................     $  (3,323)   $  (2,321)
  Adjustments to reconcile net loss to net
  cash provided by operating activities:
   Depreciation and amortization .................         7,965        9,208
   Amortization of stock compensation ............           112            -
   Other, net ....................................           (52)         688
   Changes in current assets and liabilities:
    Decrease in accounts receivable ..............         2,665        6,645
    (Increase) in inventories ....................        (1,026)     (12,913)
    Decrease in prepaid expenses and other........           360        2,335
    Increase (decrease) in accounts payable.......        (4,147)       3,882
    (Decrease) in accrued liabilities ............        (1,314)      (6,109)
                                                        --------     --------
 Net cash provided by operating activities........         1,240        1,415
                                                        --------     --------
 Investing activities:
  Proceeds from sale of building, net ............         1,218            -
  Capital expenditures, net ......................        (2,756)      (7,884)
                                                        --------     --------
 Net cash used for investing activities...........        (1,538)      (7,884)
                                                        --------     --------
 Financing activities:
  Payments on term loan borrowings ...............        (1,500)      (2,500)
  Borrowings under revolving line of credit.......           500        7,750
  Payment of capital lease obligation ............           (76)         (92)
  Exercise of stock options, issuance of common
   stock under stock purchase plan and other......             -          247
                                                        --------     --------
 Net cash (used) provided by financing activities         (1,076)       5,405
                                                        --------     --------
  Net decrease in cash and cash equivalents.......        (1,374)      (1,064)
  Cash and cash equivalents at beginning of period         3,152        4,861
                                                        --------     --------
  Cash and cash equivalents at end of period......     $   1,778    $   3,797
                                                        ========     ========
 Supplemental disclosures: Cash paid in the
   period for:
  Interest .......................................     $   9,983    $  10,130
                                                        --------     --------
  Income taxes, net ..............................     $     208    $       -
                                                        --------     --------

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

<PAGE>
                       HOME PRODUCTS INTERNATIONAL, INC.
             Notes to Condensed Consolidated Financial Statements
                                  (Unaudited)
               (dollars in thousands, except per share amounts)


 Note 1. General Information

      Home Products International, Inc. (the "Company"), based in Chicago, is
 a leading designer,  manufacturer and marketer of  a broad  range of  value-
 priced, quality consumer  houseware products.   The  Company's products  are
 marketed principally through mass-market trade channels in the United States
 and internationally.

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

      The unaudited condensed financial statements included herein as of  and
 for the thirteen-weeks ended June 30, 2001 and June 24, 2000 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 2000  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. Reclassifications

      Certain prior year  amounts have been  reclassified to  conform to  the
 current year's presentation.


 Note 3.  New Accounting Standards and Pending Accounting Changes

      In June  1998  and  1999,  the  Financial  Accounting  Standards  Board
 ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133
 and No. 137, respectively.  The FASB issued  SFAS No. 138 to amend SFAS  No.
 133, in June 2000. Collectively, these statements are intended to  represent
 the  comprehensive  guidance  on  accounting  for  derivatives  and  hedging
 activities.  The adoption  of these new standards  on December 31, 2000  did
 not have an  effect on  the Company's  results of  operations as  it has  no
 derivatives or hedging instruments.

 Current and Pending Accounting Changes.

      In May 2000,  the FASB's Emerging  Issues Task Force  (EITF) reached  a
 consensus on Issue No. 14, "Accounting for Certain Sales Incentives".   This
 issue  addresses  the   recognition,  measurement,   and  income   statement
 classification of various  types of sales  incentives, including  discounts,
 coupons, rebates, and offers for free products.  Upon adopting EITF No.  00-
 14, which is effective with the fourth quarter of 2001, it is required  that
 these sales incentives  be classified as  deductions from  sales within  the
 income statement.  The  Company's historical accounting  policy has been  to
 include these types of sales incentives as a deduction of sales.

      In January 2001, the EITF reached a consensus on Issue 3 of No.  00-22,
 "Accounting for Points  and Certain Other  Time-Based or Volume-Based  Sales
 Incentive Offers, and Offers for Free  Products or Services to be  Delivered
 in the Future". This consensus required that certain rebate offers and  free
 products that are delivered subsequent to  a single exchange transaction  be
 recognized when incurred and reported as a reduction of sales.  The  Company
 is currently in compliance with this pronouncement, which was effective  the
 first quarter 2001.

      In April 2001, the EITF reached  a consensus on Issue No. 00-25  ("EITF
 00-25"), "Accounting  for  Consideration from  a  Vendor to  a  Retailer  in
 Connection with the Purchase or Promotion  of the Vendor's Products,"  which
 requires the costs of  certain vendor consideration,  such as slotting  fees
 and off-invoice arrangements,  to be classified  as a  reduction of  revenue
 rather than as marketing expense. The Company will be required to adopt EITF
 No. 00-25 by the fourth quarter  of 2001.  The  Company believes that it  is
 currently in compliance with this pronouncement.

      In July 2001  the Financial  Accounting Standards  Board (FASB)  issued
 SFAS No. 141 "Business  Combinations" and SFAS No.  142 "Goodwill and  Other
 Intangible Assets." SFAS  No. 141 requires  business combinations  initiated
 after June  30,  2001 to  be  accounted for  using  the purchase  method  of
 accounting, and  broadens  the  criteria  for  recording  intangible  assets
 separate from goodwill. Recorded goodwill and intangibles will be  evaluated
 against this  new  criteria and  may  result in  certain  intangibles  being
 combined into  goodwill, or  alternatively,  amounts initially  recorded  as
 goodwill may be  separately identified and  recognized apart from  goodwill.
 SFAS No. 142 requires the use  of a nonamortization approach to account  for
 purchased  goodwill  and  certain   intangibles.  Under  a   nonamortization
 approach, goodwill  and  certain  intangibles will  not  be  amortized  into
 results of  operations, but  instead would  be reviewed  for impairment  and
 written down and  charged to results  of operations only  in the periods  in
 which the recorded value  of goodwill and certain  intangibles is more  than
 its fair value. The  provisions of each statement,  which apply to  goodwill
 and intangible assets acquired  prior to June 30,  2001, will be adopted  by
 the Company on January 1, 2002.  The adoption of these accounting  standards
 will reduce the  Company's amortization  of goodwill  commencing January  1,
 2002.


 Note 4.  Inventories

      The components of  the Company's  inventory consists  of direct  labor,
 direct materials  and the  applicable portion  of the  overhead required  to
 manufacture the goods.


                                            June 30,    December 30,
                                              2001          2000
                                             ------        ------
   Finished goods.....................      $21,007       $15,420
   Work-in-process....................        2,112         2,027
   Raw materials......................        5,295         9,941
                                             ------        ------
                                            $28,414       $27,388
                                             ======        ======

 Note 5. Net Income (Loss) Per Share

      The following information reconciles net income (loss) per share  basic
 and diluted:

                                         Thirteen weeks      Twenty-six weeks
                                              ended               ended
                                         ------------------------------------
                                        June 30, June 24,   June 30,  June 24,
                                          2001     2000       2001      2000
                                         ------------------------------------
 Net income (loss) ..................   $   760  $(1,104)   $(3,323)  $(2,321)
 Weighted average common shares
   outstanding: basic ...............     7,467    7,272      7,465     7,272
 Impact of stock options and warrants       156        -          -         -
                                         ------   ------     ------    ------
 Weighted average common shares
   outstanding: diluted .............     7,623    7,272      7,465     7,272
                                         ======   ======     ======    ======
 Net income (loss) per share: basic..   $  0.10  $ (0.15)   $ (0.45)  $ (0.32)
                                         ======   ======     ======    ======
 Net income (loss) per share: diluted   $  0.10  $ (0.15)   $ (0.45)  $ (0.32)
                                         ======   ======     ======    ======

      Stock options and warrants are not considered dilutive in the  thirteen
 week period ended June 24, 2000  and twenty-six week periods ended June  30,
 2001 and June 24, 2000 because the effect would be anti-dilutive.


 Note 6. Divestiture of the Plastics, Inc. Product Line

      On June 7,  2001, the Company  entered into a  definitive agreement  to
 sell its  commercial servingware  product line,  Plastics, Inc.,  to A  &  E
 Products  Group  LP,  an  affiliate  of  Tyco  International.   The  company
 completed the sale on July 6, 2001 for $71 million in cash (the "Sale"). The
 net sale  proceeds of  $68 million  (including transaction  costs and  other
 related costs) were used to retire the Company's term debt and a portion  of
 its revolving credit borrowings.  For more information about the divestiture
 see the Current Report on Form 8-K filed on July 18, 2001 and Current Report
 on Form 8-K/A filed on July 27, 2001.

      The unaudited pro forma historical results for the thirteen weeks ended
 June 30, 2001 and June 24, 2000 as  well as the twenty-six weeks ended  June
 30, 2001 and June 24, 2000, as if  the Plastics, Inc. product line had  been
 sold at the beginning of fiscal  2001 and 2000, respectively, are  estimated
 to be:

                                  Thirteen weeks       Twenty-six weeks
                                       ended                 ended
                                 ---------------------------------------
                                June 30,   June 24,   June 30,  June 24,
                                  2001       2000       2001      2000
                                 ---------------------------------------
 Net sales ...................  $54,386    $60,054   $111,381   $121,339
                                 ======     ======    =======    =======
 Net loss ....................  $  (691)   $(1,438)  $ (3,773)  $ (2,024)
                                 ======     ======    =======    =======
 Net loss per common share ...  $ (0.09)   $ (0.20)   $ (0.51)   $ (0.28)
                                 ======     ======    =======    =======

      The pro forma results reflect a decrease in goodwill amortization and a
 reduction of  interest  expense  on  the  retirement  of  debt  due  to  the
 divestiture. The pro forma  results are not  necessarily indicative of  what
 actually would have occurred if the divestiture had been completed as of the
 beginning of each of the fiscal periods presented, nor are they  necessarily
 indicative of future consolidated results.


 Note 7. 2001 Special, Restructuring and Other Charges

      In 2000, the Company began implementation of a restructuring plan  that
 was undertaken to  reduce fixed costs  and better position  the Company  for
 sustained  profitability.  The  restructuring  plan  entails the  closure of
 the Leominster,  MA  facility, reconfiguration  of remaining   manufacturing
 facilities, a  reduction  in headcount  and  a realignment  of  the  selling
 process.

      The Company began to implement the restructuring plan in December  2000
 and accordingly a pretax  charge of $12.4 million  was taken, of which  $1.9
 million was deemed to be Special Charges and $10.5 million as  Restructuring
 and Other Charges (collectively referred to  herein as the "2000  Charges").
 During the  first quarter of 2001  the Company recorded  a pretax charge  of
 $2.6 million, of  which $0.1 million  was deemed to  be Special Charges  and
 $2.5 million  as  Restructuring  and Other  Charges  (collectively  referred
 herein as "2001 Charges").  No  additional charges were recorded during  the
 thirteen-week period  ended  June 30, 2001.  The  restructuring actions  are
 expected to be complete by the third quarter of 2001.

      The Company anticipates that these restructuring actions will result in
 annual pretax cash savings of $5.0-$6.0  million of which $2.0-$3.0  million
 is expected to be realized in 2001.

 The 2001 Charges are summarized as follows:


                                                    Thirteen    Twenty-six
                                                   Weeks Ended  Weeks Ended
                                                    June 30,     June 30,
                                                      2001         2001
                                                     ------       ------
  Cost of Goods Sold:
    Special Charges:

     Inventory relocation and liquidation           $     -      $   175
     SKU reduction and inventory adjustments
       related to 1999                                    -          (65)
                                                     ------       ------
     Total charge to cost of goods sold                   -          110
                                                     ------       ------
   Operating Expenses:

    Restructuring and other charges:
     Plant and facilities:
      Relocation of machinery & equipment                 -        1,179
      Lease termination & sub-lease costs                 -          971
     Elimination of obsolete assets                       -           29
     Employee related costs                               -          341
     Other costs                                          -          (37)
                                                     ------       ------
     Total charge to operating expenses                   -        2,483
                                                     ------       ------
       Total net charges                            $     -      $ 2,593  (1)
                                                     ------       ------

 (1) The 2001 Charges of $2,593, is comprised of $2,269 in additional charges
 and a change in estimate of $389 and  is net of $(65) adjustment related  to
 1999 restructuring.

      The components of the 2001 Charges were (i) $175 charge to relocate and
 liquidate inventory at Leominster and  other facilities, (ii) $1,179  charge
 for the relocation  of machinery  and equipment  and $971  charge for  lease
 termination & sub-lease costs (total net charge of $2,150), (iii) $29 charge
 to write off obsolete and duplicate assets that were used at the  Leominster
 facility and  other  facilities,  (iv)  $341  charge  for  employee  related
 severance costs, (v) ($37) reversal of charge associated with other  related
 restructuring costs, and (vi) ($65) reversal of SKU reduction and  inventory
 adjustments relating to the  1999 Special Charges.   The total 2001  Charges
 were $2,658 excluding the impact of the 1999 Special Charges reversal.

      A breakdown of the net charge (excluding the impact of the 1999 Special
 Charges)  between cash  and non-cash  items is  summarized as  follows.  The
 special charges are comprised  of $120 of cash  and $55 for non-cash  items.
 The restructuring and other  charges are comprised of  $2,311 of cash  items
 and $172 of charges related to non-cash items.

      As a  result of  the closure  of the  Leominster facility  the  Company
 eliminated approximately 124 hourly and salaried positions in Leominster.

      Restructuring  plans  established  in  connection  with  the  2000/2001
 charges are proceeding  as planned and  remaining restructuring reserves  of
 $8,300, as of  June 30,  2001, are  considered adequate  to cover  committed
 restructuring actions.  Restructuring reserve  balances as  of December  30,
 2000, activity during the current year and restructuring reserve balances as
 of June 30, 2001, were as follows:


                        Reserve                         Amounts      Reserve
                        balance Additional  Change in  utilized      balance
                           at     charge    estimate     in             at
                       12/30/00    2001       2001       2001        06/30/01
                        ------    ------     -----      ------         ------
 Inventory             $ 2,744   $   765    $ (590)    $(1,645)       $ 1,274
 Plant and facilities    3,950     1,190       960        (702) (a)     5,398
 Obsolete and
   duplicate assets        916         -        29        (243)           702
 Employee related
   costs                   835       278        63        (885)           291
 Other                     875        36       (73)       (203)           635
                        ------    ------     -----      ------         ------
                       $ 9,320   $ 2,269    $  389     $(3,678) (a)   $ 8,300
                        ------    ------     -----      ------         ------

 (a) The plant and facilities reserve  includes cash proceeds of $1,218  from
 the sale  of certain  assets. The  proceeds were  in excess  of the  reserve
 established for the disposal of these assets, resulting in a gain of $1,218.
 The gain is currently included in  the plant and facilities reserve  pending
 the finalization/completion of the  Company's remaining plant and facilities
 restructuring actions  as  well  as  the  restructuring  reserve  in  total.
 Amounts utilized, excluding the cash proceeds of $1,218, were $4,896 for the
 twenty-six week period ended June 30, 2001.  Net cash outlays were $2,330.

     Certain reserve balances as of December 30, 2000 were reclassified to be
 consistent with  the current  presentation.  The reclassifications  did  not
 effect the initial charges recorded in the fourth quarter of 2000.


 Note 8. 1999 Special, Restructuring and Other Nonrecurring Charges

      In the third  quarter of 1999,  the Company recorded  a $15,000  pretax
 charge, comprised  of  a  Special  Charge  and  a  Restructuring  and  Other
 Nonrecurring Charge (collectively referred to herein as the "1999 Charges").
 The 1999 Charges  were incurred in  accordance with a  plan adopted in  July
 1999 to consolidate two  of the Company's  wholly-owned subsidiaries and  to
 implement a national branding strategy.

      Restructuring plans established in connection with the 1999 charges are
 proceeding as planned  and remaining restructuring  reserves of  $906 as  of
 June 30,  2001, are  considered adequate  to cover  committed  restructuring
 actions. Restructuring reserve  balances as of  December 30, 2000,  activity
 during the current year  and restructuring reserve balances  as of June  30,
 2001, were as follows:

                    Reserve      Amounts     Reversal    Change in    Reserve
                   balance at  utilized in  of reserve    estimate   balance at
                    12/30/00      2001        2001         2001       06/30/01
                     ------      ------      -----        ------       ------
 Inventory          $   212     $  (112)    $  (65)      $     -      $    35
 Elimination of
  duplicate assets      830         (90)         -             -          740
 Employee costs          75         (25)         -           (50)           -
 Other                  101         (20)         -            50          131
                     ------      ------      -----        ------       ------
                    $ 1,218     $  (247)    $  (65)      $     -      $   906
                     ------      ------      -----        ------       ------

      The total amount utilized during the twenty-six week period ended  June
 30, 2001 was $247, which included $135 of cash costs.

      During the first quarter of 2001  the Company reversed $65 relating  to
 SKU reduction and inventory adjustment reserves which were no longer  needed
 as a result of change in estimates by management.

      Amounts in  the change  in estimate  column represent  reallocation  of
 accruals between categories  and not increases  in initial  charges.   These
 reallocations were  due to  reductions in  employee related  cost  estimates
 offset by higher than anticipated other transaction costs.


 Note 9.   Income Taxes

      The Company incurred significant pre-tax  losses in the fourth  quarter
 of 2000.  Accordingly, the income  tax provision primarily reflects  foreign
 taxes. On  a tax  return basis,  the Company  had income  tax  carryforwards
 relating to U.S. net  operating losses of  approximately $34 million,  which
 expire in 2012 to 2020.
<PAGE>


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

      This commentary  should  be  read in  conjunction  with  the  Company's
 consolidated financial  statements and  related footnotes  and  management's
 discussion and analysis  of financial  condition and  results of  operations
 contained in the Company's Form 10-K for the year ended December 30, 2000.


 Divestiture of the Plastics, Inc. Product Line

      One June 7, 2001,  the Company entered into  a definitive agreement  to
 sell its  commercial servingware  product line,  Plastics, Inc.,  to A  &  E
 Products Group  LP,  an  affiliate  of  Tyco  International.    The  company
 completed the sale on July 6, 2001 for $71 million in cash (the "Sale"). The
 net sale proceeds of $68 million, net of transaction costs and other related
 costs, were used  to retire the  Company's term debt  and a  portion of  its
 revolving credit borrowings.   See Note  6 of this Form 10-Q for  additional
 information.  The  following discussion of  business results  does not  take
 into account the divestiture of the Plastics, Inc. product line.

 2001 Special, Restructuring and Other Charges

      In  fiscal  year   2000,  the   Company  began   implementation  of   a
 restructuring plan  that was  undertaken to  reduce fixed  costs and  better
 position the Company  for sustained profitability.   The restructuring  plan
 entails the  closure  of the  Leominster,  MA facility,  reconfiguration  of
 remaining  manufacturing  facilities,  a   reduction  in  headcount  and   a
 realignment of the selling process.

      The Company began to implement the restructuring plan in December  2000
 and accordingly a pretax  charge of $12.4 million  was taken, of which  $1.9
 million was deemed to be Special Charges and $10.5 million as  Restructuring
 and Other Charges (collectively referred to  herein as the "2000  Charges").
 During the first  quarter of 2001  the Company recorded  a pretax charge  of
 $2.6 million, of  which $0.1 million  was deemed to  be Special Charges  and
 $2.5 million  as  Restructuring  and Other  Charges  (collectively  referred
 herein as "2001 Charges").  No additional charges  were recorded during  the
 thirteen-week period ended  June 30, 2001.   The  restructuring actions  are
 expected to be complete by the third quarter of 2001.

      As disclosed in Note 6 to the Consolidated Financial Statements of this
 Form 10-Q, the  2001 Charges were  comprised of (i)  charge to relocate  and
 liquidate inventory at Leominster and other facilities, (ii) charge for  the
 relocation of machinery and  equipment used at  the Leominster facility  and
 other facilities, (iii)  charge for lease  termination and sub-lease  costs,
 (iv) charge to write off obsolete and duplicate assets that were used at the
 Leominster facility and  other facilities, (v)  charge for employee  related
 severance costs, and (vi) charge for other related restructuring costs.  The
 total 2001 Charges include a reversal of $0.1 million for SKU reduction  and
 inventory adjustments relating to the 1999 Charges.

      The Company anticipates that the result of these restructuring  actions
 will generate annual pretax cash savings of $5.0-$6.0 million of which $2.0-
 $3.0 million is expected to be realized in 2001.


 Thirteen weeks ended June 30, 2001 compared to the thirteen weeks ended June
 24, 2000

      In the  discussion and  analysis that  follows, all  references to  the
 second quarter of 2001 are to  the thirteen-week period ended June 30,  2001
 and all references to  the second quarter of  2000 are to the  thirteen-week
 period ended June 24, 2000.  The following discussion and analysis  compares
 the actual results for the second quarter of 2001 to the actual results  for
 the second quarter of  2000 with reference to  the following (in  thousands;
 unaudited):


                                                Thirteen weeks ended
                                          ---------------------------------
                                          June 30, 2001       June 24, 2000
                                          --------------     --------------
   Net sales.....................        $65,858   100.0%   $70,910   100.0%
   Cost of goods sold............         49,954    75.9     56,026    79.0
                                          ------   -----     ------   -----
     Gross profit................         15,904    24.1     14,884    21.0
   Operating expenses............          8,820    13.4      9,898    14.0
   Amortization of intangible
     assets......................            930     1.4      1,315     1.8
                                          ------   -----     ------   -----
     Operating profit............          6,154     9.3      3,671     5.2

   Interest expense..............         (5,391)   (8.1)    (5,634)   (8.0)
   Other income (expense)........             28     0.0         66     0.1
                                          ------   -----     ------   -----
     Income (loss) before
       income taxes..............            791     1.2     (1,897)   (2.7)

   Income tax (expense) benefit..            (31)   (0.0)       793     1.1
                                          ------   -----     ------   -----
   Net income (loss).............        $   760     1.2%   $(1,104)  (1.6)%
                                          ======   =====     ======   =====
   Net loss per share - Basic....        $  0.10            $ (0.15)

   Net loss per share - Diluted..        $  0.10            $ (0.15)

   Weighted average common shares
    Outstanding  -
    Basic                                   7,467             7,272
    Diluted                                 7,623             7,272

      Net sales.  Net sales  of $65.9 million in  the second quarter of  2001
 decreased $5.0 million or 7.1% from $70.9 million in the comparable  quarter
 of 2000. Approximately  $4.5 million  of the sales  decline was  due to  the
 bankruptcy of several customers as well  as management's decision to  reduce
 sales to  various  low  margin and  financially  challenged  customers.  The
 discontinuation of  the  food  storage product  line  by  a  large  retailer
 accounted for  approximately  $1.6  million  of  the sales  decline.   These
 declines were partially offset by internal  sales growth from a new  private
 label laundry product, which  is sold to a  major retailer. Also  offsetting
 the decline  was  an  increase  in sales  to  the  Company's  three  largest
 customers.   Sales  to the  Company's  three largest  customers  were  $32.6
 million in the second quarter 2001, a $1.8 million or 5.8% increase from the
 prior year comparable quarter.

      Gross profit.  The Company's gross profit in the second quarter of 2001
 increased to $15.9 million from $14.9  million in the comparable quarter  of
 2000. Gross profit margins  improved to 24.1% from  21.0% in the prior  year
 comparable quarter. The improvement in profit margins is primarily due to  a
 reduction in fixed  costs as  well as  a decrease  in sales  to certain  low
 margin customers.  Overall reduction in fixed costs is primarily a result of
 the successful  implementation  of  restructuring actions  (closure  of  the
 Leominster facility  and the  realignment of  other facilities)  as well  as
 improved manufacturing production efficiencies.  A reduction in raw material
 costs (primarily plastic  resin) and a  decrease in  sales rep  commissions,
 which were due  to the realignment  of the Company's  selling process,  also
 positively impacted margins.   These cost benefits  were slightly offset  by
 selling price declines as compared to a year ago.

      Operating expenses.  Operating expenses improved to 13.4% of net  sales
 or $8.8 million versus  14.0% or $9.9 million  in the comparable quarter  of
 2000.  As  part  of  the  restructuring  initiatives  warehouse  space   was
 consolidated resulting in decreased distribution and logistics costs  in the
 second quarter of 2001.

      Amortization of intangible assets.   Amortization of intangible  assets
 in the second quarter of 2001 was 1.4%  of net sales or $0.9 million  versus
 1.8% or $1.3 million in the comparable quarter of 2000.  The decrease in the
 current quarter reflects  the December 2000  $44.4 million asset  impairment
 charge to reduce the carrying value of goodwill.

      Interest expense.   Interest  expense of  $5.4  million in  the  second
 quarter of  2001 decreased  $0.2 million  from $5.6  million in  the  second
 quarter of 2000.  The reduction in  interest expense is a function of  lower
 debt balances in the current quarter.

      Other income (expense).  During the second quarter of 2001 the  Company
 generated other income of $0.03 million as compared to $0.07 million in  the
 prior year comparable quarter.  Other income in the current quarter as  well
 as the prior year  quarter were primarily  due to gains  on the disposal  of
 assets.

      Income tax (expense) benefit.  The income tax provision recorded in the
 second quarter of  2001 primarily relates  to foreign  taxes. A  significant
 prior year operating loss has resulted in tax operating loss  carryforwards.
 The Company did not record  a tax benefit in  the current quarter, as  there
 are no  assurances that  future income  will be  sufficient to  utilize  the
 Company's loss carryforwards.  In the  second quarter of 2000 a tax  benefit
 of $0.8 million was recorded.

      Net income (loss).   The  Company had net  income of  $0.8 million,  or
 $0.10 per share in the second quarter of 2001, as compared to a net  loss of
 $1.1 million, or $(0.15) per share, in the comparable quarter of 2000.   The
 weighted average  common  shares  outstanding in  the  second  quarter  2001
 increased to  7,467 from  7,272 in  the second  quarter 2000.   The  primary
 contributor to the  increase in weighted  average common shares  outstanding
 was the vesting of restricted stock, which was issued by the Company  during
 the fourth quarter of 2000.

 Twenty-six weeks ended June 30, 2001 compared to the twenty-six weeks  ended
 June 24, 2000

      In the discussion and analysis that follows, all references to 2001 are
 to the twenty-six week period ended June 30, 2001 and all references to 2000
 are to  the twenty-six  week period  ended  June 24,  2000.   The  following
 discussion and analysis compares  the actual results of  2001 to the  actual
 results of 2000 with reference to the following (in thousands; unaudited):


                                                 Twenty-six weeks ended
                                          ---------------------------------
                                           June 30, 2001       June 24, 2000
                                          ---------------     ---------------
   Net sales......................       $129,984   100.0%   $138,999   100.0%
   Cost of goods sold.............         99,872    76.8     108,196    77.8
   Special charges, net...........            110     0.1           -       -
                                          -------   -----     -------   -----
     Gross profit.................         30,002    23.1      30,803    22.2
   Operating expenses.............         18,119    14.0      20,876    15.0
   Amortization of intangible
     assets.......................          1,859     1.4       2,635     1.9
   Restructuring and other charges          2,483     1.9           -       -
                                          -------   -----     -------   -----
     Operating profit.............          7,541     5.8       7,292     5.3

   Interest expense...............        (10,870)   (8.4)    (10,771)   (7.8)
   Other income (expense).........            104     0.1        (516)   (0.4)
                                          -------   -----     -------   -----
     Loss before income taxes.....         (3,225)   (2.5)     (3,995)   (3.1)

   Income tax (expense) benefit...            (98)   (0.1)      1,674     1.2
                                          -------   -----     -------   -----
   Net loss.......................       $ (3,323)   (2.6)%  $ (2,321)   (1.7)%
                                          =======   =====     =======   =====
   Net loss per share - Basic.....       $  (0.45)             $(0.32)

   Net loss per share - Diluted...       $  (0.45)             $(0.32)

   Weighted average common shares
    Outstanding  -
    Basic                                   7,465               7,272
    Diluted                                 7,465               7,272


      Net sales.  Net sales of $130.0 million in 2001 decreased $9.0  million
 or 6.5% from $139.0 million in 2000. The majority of the sales decrease  can
 be attributed to Bradlee's and several other retail customers who filed  for
 bankruptcy protection.  The discontinuation of the food storage product line
 by a large retailer  accounted for approximately $2.6  million of the  sales
 decline.  These declines were partially offset  by strong  sales of  laundry
 products to existing customers and an increase in sales to the Company's top
 three customers.  Sales to the Company's three largest customers were  $65.0
 million in 2001, a $3.7 million increase or 6.0% from 2000.

      Special Charges.  In 2001 the Company recorded Special Charges of  $0.1
 million in connection with the closure of the Leominster facility as well as
 the realignment of other manufacturing facilities which began in the  fourth
 quarter of 2000.   The  primary component  of the  Special Charges  includes
 inventory reserves to relocate and liquidate inventory.  The Special Charges
 are net  of a  $0.1 million  reversal of  a portion  of the  special  charge
 recorded in  the third  quarter of  1999 to  undertake a  restructuring  and
 consolidation plan.

      Gross profit before special charges.  The Company's gross profit before
 Special Charges in 2001  was $30.1 million as  compared to $30.8 million  in
 2000. Gross profit margins improved to  23.2% from 22.2% in the prior  year.
 The closure of the Leominster facility  as well as the realignment of  other
 facilities  reduced  fixed  costs  and  increased  production   efficiencies
 resulting in improved margins.  Additional margin improvements were a result
 of a decrease in raw material costs (primarily plastic resin). A decrease in
 sales rep commissions, which  were due to the  realignment of the  Company's
 selling process,  also  positively  affected margins.  These  benefits  were
 partially offset by selling  price declines, which  occurred in response  to
 various competitive pressures.

      Operating expenses.  Operating expenses improved to 14.0% of net  sales
 or $18.1 million versus 15.0% or $20.9 million in 2000.  As part of the 2000
 restructuring initiatives, warehouse space  was consolidated resulting in  a
 decrease of distribution  and logistics costs  in 2001. Additional  benefits
 were achieved  as  a  result  of  planned  headcount  reductions  that  were
 completed in the early part of 2001.

      Amortization of intangible assets.   Amortization of intangible  assets
 in 2001 was 1.4% of net sales or $1.9 million versus 1.9% or $2.6 million in
 2000.  The  decrease in the  current year reflects  the December 2000  $44.4
 million asset impairment charge to reduce the carrying value of goodwill.

      Restructuring and Other  Charges.  The  Company recorded  Restructuring
 and Other  Charges  of  $2.5  million  in  2001  related  to  the  continued
 implementation of the fourth quarter 2000  restructuring plan.  The  charges
 are comprised of (i) charge for  the relocation of machinery and  equipment,
 (ii) lease termination and sub-lease costs, (iii) write off of obsolete  and
 duplicate assets  that  were  used at  the  Leominster  facility  and  other
 facilities, (iv) employee related severance costs, and (v) reversal of other
 related restructuring costs.

      Interest expense.  Interest expense of $10.9 million in 2001  increased
 $0.1 million from $10.8 million in  2000.  The increase in interest  expense
 is a function of  higher borrowing rates partially  offset by lower  average
 debt levels  in 2000.    Borrowing rates  under  the Company's  senior  loan
 agreement were increased as a result of the September 2000 amendment to  the
 Company's Revolving Credit Agreement.

      Other income (expense).  During 2001 the Company generated other income
 of $0.1 million  primarily due to  gains on sale  of assets.   In 2000,  the
 Company incurred approximately $0.5 million of fees and expenses  associated
 with a review of strategic alternatives in an effort to enhance  shareholder
 value.

      Income tax (expense)  benefit.  The  income tax  provision recorded  in
 2001 primarily relates to foreign taxes. A significant prior year  operating
 loss has resulted in tax operating loss carryforwards.  The Company did  not
 record a tax benefit in the current quarter, as there are no assurances that
 future  income   will  be   sufficient  to   utilize  the   Company's   loss
 carryforwards.  In 2000 a tax benefit of $1.7 million was recorded.

      Net loss.  In 2001 the Company had a net loss of $3.3 million, or $0.45
 per share, as compared to a net loss of $2.3 million, or $0.32 per share  in
 2000. Excluding the effects of the special, restructuring and other charges,
 the loss in the  2001 was $0.7 million  ($0.10 per share)  as compared to  a
 loss of $2.3 million ($0.32 per share) in 2000. The weighted average  common
 shares outstanding  increased to  7,465 from  7,272 in  2000.   The  primary
 contributor to  the  increase in  weighted  average common  shares  was  the
 vesting of restricted  shares which  were issued  in the  fourth quarter  of
 2000.

 Capital Resources and Liquidity

      The Company's  primary  sources  of  liquidity  and  capital  resources
 include cash provided  from operations  and borrowings  under the  Company's
 revolving credit facility.

      Cash and cash equivalents were $1.8 million, a decrease of $1.4 million
 from December 30, 2000.  The Company's total debt decreased $1.1 million  in
 2001 to $220.5 million.  The decrease  in debt is primarily due to  proceeds
 from the sale of  a former manufacturing facility  as well as positive  cash
 flow from operations.

      The Company's working capital, excluding cash and short term debt,  was
 $23.8 million or $1.8 million higher than December 30, 2000.

      Net cash used for  restructuring activities was  $2.5 million in  2001.
 Such cash  payments  represent relocation  of  inventory and  assets,  lease
 termination costs,  employee termination  benefits and  other  restructuring
 expenses.

      Capital spending in 2001 was $2.8  million as compared to $7.9  million
 in 2000.  Capital spending in the current year includes various  information
 technology and production facility  projects as well  as the replacement  of
 machinery and equipment.  The significantly higher capital spending in  2000
 was primarily  due to  the build  out of  the El  Paso facility  as well  as
 information technology projects.

      On June 29, 2001, the Company  reached an agreement with its  principal
 lenders and  The Chase  Manhattan Bank  as administrative  agent (the  "Bank
 Group"), to  amend the  Company's senior  credit agreement.   The  amendment
 became effective on July 6, 2001 when the Company completed the sale of  its
 Plastics Inc. product line.  As a result of the asset sale and corresponding
 paydown of debt,  the Bank  Group agreed  to amend  all financial  covenants
 through the remaining term of the credit agreement consistent with  internal
 Company projections.  In addition, the revolving line of credit was  reduced
 from $85  million to  $50 million.   The  Company believes  that the  credit
 agreement, which has a  maturity date of May  2003, will provide  sufficient
 funds for the Company's working capital  needs during the remaining term  of
 the credit agreement.  The Company  was in compliance with all amended  loan
 covenants as of June 30, 2001.

      The Company believes  its existing financing  facilities together  with
 its cash  flow  from operations  will  provide sufficient  capital  to  fund
 operations, make  required debt  repayments  payments and  meet  anticipated
 capital spending needs.   Availability  under the  amended Revolving  Credit
 Agreement at July 31, 2001 was $27.2 million.

 Management Outlook and Commentary

 * On July  6, 2001,  the Company  completed the  sale of  its Plastics  Inc.
   product  line for  $71 million  in  cash. The  net  sale proceeds  of  $68
   million (including  transaction costs and other  related costs) were  used
   to retire the  Company's term debt and a  portion of its revolving  credit
   borrowings.  Although the Company expects to record a significant gain  on
   the sale,  prior year  net tax  operating losses  will be  used to  absorb
   income taxes  related to the gain.  As part of the  sale the Company  will
   reduce goodwill  by approximately $37 million.  See the Current Report  on
   Form 8-K filed on July 18, 2001 and Current Report on Form 8-K/A filed  on
   July 27, 2001 for additional information.

 * The  continuing weak  economic  conditions have  negatively  impacted  the
   Company's current  year operating  results.   These conditions  negatively
   impacted  sales as  several of  the  Company's retail  customers  recently
   filed for  bankruptcy protection. The Company  estimates that it has  lost
   approximately $6 million in sales due to these bankruptcies.  As the  weak
   economic   conditions  continue   the   Company  may   encounter   further
   consolidation  of its  retail customer  base through  additional  customer
   bankruptcies. Also, further  business may be lost  in 2001 as the  Company
   evaluates  its relationships  with  several other  financially  challenged
   customers.

 * As part  of the Company's 2000  restructuring plan, management decided  to
   close the Leominster facility.  This facility was selected because it  was
   highly  inefficient  as compared  to  the  Company's  other  manufacturing
   facilities.  In  addition, many of the  customers served by this  facility
   were financially challenged  with unacceptable profit margins.  This  will
   likely mean  that the  Company will  lose up  to $10.0  million of  annual
   sales, however,  management believes that  the closing  of an  inefficient
   factory and  reducing sales to  low margin customers  may have a  positive
   impact on the Company's operating results.   As a result of these  actions
   management  expects to  save approximately  $1.0  million annually.    The
   closure of the Leominster facility  was completed in the first quarter  of
   2001.

 * During the  second half of 2000  the Company experienced deterioration  in
   the selling prices of  various plastic houseware products.  This  occurred
   in response to competitive pressures from existing competition as well  as
   new  entrants to  the  market.   These  competitive pressures  forced  the
   Company to  reduce selling prices  to maintain shelf  space. As a  result,
   third  quarter year  to year  comparisons are  expected to  be  negatively
   impacted.

 * The Company's  2000 restructuring plan  also included  the realignment  of
   several  manufacturing facilities  to  improve production  efficiency  and
   lower costs.   During the first half of  2001 the Company centralized  the
   manufacturing process of several products to enable the Company to  better
   utilize  key management  and manufacturing  strengths as  well as  balance
   production that has shifted  from the closure of the Leominster  facility.
   As  part of  these actions  management estimates  annual cost  savings  of
   approximately $1-$2 million.  The facility realignment plan was  completed
   in the second quarter of 2001.

 * Plastic resin  represents approximately 20% to  25% of the Company's  cost
   of goods  sold.  During  the first half  of 2001, resin  prices were  down
   slightly to  prior year (approximately $0.02  per pound) and  approximated
   the average cost over the last  20 years.  However, there is no  assurance
   that  the current  costing  levels will  continue.   The  future  cost  of
   plastic  resin is  very difficult  to predict.   Plastic  resin costs  are
   impacted by several factors  outside the control of the Company  including
   supply and  demand characteristics,  oil and  natural gas  prices and  the
   overall health  of the economy.   Any of  these factors could  potentially
   have a positive or negative impact on plastic resin prices.

 * As  a  result of  the  operating  loss incurred  in  2000  and  the  costs
   associated with  the Company's 2000/2001  restructuring plan,  significant
   tax  operating  loss carryforwards  have  been  generated.   As  a  result
   management  does  not  expect to  pay  any  federal  income  tax  for  the
   foreseeable future.

 * Effective August 1,  2001 the Company began  trading under the new  NASDAQ
   SmallCap symbol HOMZ (formerly HPII).   The Company's HOMZ brand has  been
   in the marketplace for almost two  years and has become an asset of  great
   value to the Company, its  shareholders and customers.  In recognition  of
   the importance  of our  brand in creating  a true  consumer franchise  the
   Company changed its trading symbol to HOMZ.


 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

      The Company's primary market  risk is impacted  by changes in  interest
 rates and price volatility of certain commodity based raw materials.

      Interest Rate Risk.  The Company's revolving credit agreement is LIBOR-
 based and is subject to interest rate  movements.  During the first half  of
 2001 the Company did  not experience any material  changes in interest  rate
 risk that would  affect the disclosures  presented in  the Company's  Annual
 Report on Form 10-K for the fifty-three week period ended December 30, 2000.

      Commodity Risk.    The Company  is  subject to  price  fluctuations  in
 commodity based  raw  materials such  as  plastic resin,  steel  and  griege
 fabric. Changes in the cost of these materials may have a significant impact
 on  the  Company's  operating  results.    Management  does  not  anticipate
 significant fluctuations in the cost of these materials during the remainder
 of 2001.   On the other  hand the cost  of these items  is affected by  many
 factors outside of the Company's control  and changes to the current  trends
 are possible. There have been no significant changes in the costs of plastic
 resin, steel and griege fabric during the twenty-six week period ended  June
 30, 2001, although plastic resin prices  have decreased slightly during  the
 first half of 2001.  See " Management Outlook and Commentary" above.

      The Company has  entered into commitments  to purchase certain  minimum
 annual volumes of plastic resin.  These purchase commitments approximate 50%
 of the Company's total annual plastic resin purchases.  The Company  expects
 to purchase  in  excess  of 125  million  pounds  of resin  in  2001.    The
 agreements expire  in May  and  August of  2002.   The  purchase  commitment
 pricing is not  tied to  fixed rates;  therefore, the  Company's results  of
 operations or financial position could be affected by significant changes in
 the market cost of plastic resin.

 Forward Looking Statements

      This quarterly report on Form 10-Q, including "Management's  Discussion
 and Analysis of Financial Condition and Results of Operations",  "Management
 Outlook and Commentary" and "Quantitative and Qualitative Disclosures  about
 Market Risk" sections contain 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:

 * the impact of the level of the Company's indebtedness
 * restrictive covenants contained in the Company's various debt documents
 * general economic conditions and conditions in the retail environment
 * the Company's dependence on a few large customers
 * price fluctuations in the raw materials used by the Company, particularly
   plastic resin
 * competitive conditions in the Company's markets
 * the seasonal nature of the Company's business
 * fluctuations in the stock market
 * the extent to which the Company is able to retain and attract key
   personnel
 * relationships with retailers
 * 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
 revise 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 in this report and in the Company's periodic
 reports on Forms 10-K, 10-Q and  8-K filed with the Securities and  Exchange
 Commission which attempt to advise interested  parties of the factors  which
 affect the Company's business.


 PART II. OTHER INFORMATION

 ITEM 4. Submission of Matters to a Vote of Security Holders

 On May 24, 2001, the 2001 Annual Meeting of Stockholders of the Company  was
 held. The following is a brief description of the matters voted upon at  the
 meeting and tabulation of the voting therefor:

 Proposal No. 1.  The election  of the  following directors,  who will  serve
 until the next annual meeting of stockholders, or until their successors are
 elected and qualified, or their earlier death or resignation


                                        Number of Shares
                                        ----------------
                                                         Broker
            Nominee                For      Withheld    Non-Votes
        ---------------------   ---------   --------    ---------
        Charles R. Campbell     6,313,046     36,679    1,395,919
        Marshall Ragir          6,251,046     98,679    1,395,919
        Jeffrey C. Rubenstein   6,219,214    130,511    1,395,919
        Daniel B. Shure         6,312,046     37,679    1,395,919
        Joel D. Spungin         6,311,046     38,679    1,395,919
        James R. Tennant        6,141,969    207,756    1,395,919


 Proposal No. 2.  The ratification  of the 2000 Employee Stock Purchase  plan
 was ratified,  with  2,961,547  votes  for,  497,336  votes  against,  9,867
 abstentions and 4,276,894 broker non-votes.


 ITEM 6. Exhibits and Reports on Form 8-K

       (a) Exhibits - none

       (b) Reports on Current Form 8-K.

       Registrant filed a Current Report on Form 8-K dated June 15, 2001,  to
       disclose  that the Registrant had entered into a definitive  agreement
       to sell its commercial servingware product line, Plastics, Inc., to  A
       & E Products Group LP, an affiliate of Tyco International.

<PAGE>


                               SIGNATURE



 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 hereunto duly authorized.

                               Home Products International, Inc.

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


 Dated:  August 14, 2001