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 September 29, 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 November 3, 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         6
                     Statements

            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 5 are not applicable

            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)
                                                    September 29, December 30,
                                                         2001         2000
                                                       --------     --------
                         Assets
 Current assets:
   Cash and cash equivalents ................         $   3,722    $   3,152
   Accounts receivable, net .................            48,133       46,095
   Inventories, net .........................            20,974       27,388
   Prepaid expenses and other current assets.             3,087        4,051
                                                       --------     --------
     Total current assets ...................            75,916       80,686
                                                       --------     --------
 Property, plant and equipment - at cost ....            79,211       94,161
 Less accumulated depreciation and
   amortization..............................           (35,990)     (38,280)
                                                       --------     --------
 Property, plant and equipment, net .........            43,221       55,881
                                                       --------     --------
 Intangible, net and other assets ...........            88,686      129,085
                                                       --------     --------
      Total assets ..........................         $ 207,823    $ 265,652
                                                       ========     ========

       Liabilities and Stockholders' Equity (Deficit)
 Current liabilities:
   Accounts payable .........................         $  17,585    $  20,521
   Accrued liabilities ......................            42,217       34,981
   Current maturities of long-term
     obligations.............................               558        6,558
                                                       --------     --------
      Total current liabilities .............            60,360       62,060
                                                       --------     --------
 Long-term obligations - net of current
   maturities................................           142,419      215,051
 Other liabilities ..........................             3,135        3,038
 Stockholders' equity (deficit):
   Preferred Stock - authorized, 500,000
     shares, $.01 par value; - None issued...                 -            -
   Common Stock - authorized 15,000,000
     shares, $.01 par value; 8,592,536 shares
     issued at September 29, 2001 and
     8,561,642 shares issued at December 30,
     2000 ...................................                86           86
   Additional paid-in capital ...............            49,923       49,811
   Accumulated deficit ......................           (41,118)     (57,242)
   Common stock held in treasury - at cost
     822,394 shares at September 29, 2001
     and December 30, 2000 ..................            (6,528)      (6,528)
   Deferred compensation ....................              (454)        (624)
                                                       --------     --------
      Total stockholders' equity (deficit) ..             1,909     (14,497)
                                                       --------     --------
      Total liabilities and stockholders'
        equity (deficit) ....................         $ 207,823    $ 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      Thirty-nine weeks
                                            ended                ended
                                       --------------------------------------
                                    September September  September  September
                                        29,       23,        29,        23,
                                       2001      2000       2001       2000
                                       --------------------------------------
 Net sales .....................      $66,064   $83,566   $196,048   $222,565

 Cost of goods sold ............       48,002    67,625    147,874    175,821
 Special charge, net ...........            -         -        110          -
                                       ------    ------    -------    -------
    Gross profit ...............       18,062    15,941     48,064     46,744

 Operating expenses:
    Selling ....................        4,155     6,105     14,556     19,340
    Administrative .............        4,331     2,937     12,049     10,578
    Amortization of intangible
      assets ...................          665     1,327      2,524      3,962
    Restructuring and other
      charges ..................            -         -      2,483          -
                                       ------    ------    -------    -------
                                        9,151    10,369     31,612     33,880
                                       ------    ------    -------    -------
    Operating profit ...........        8,911     5,572     16,452     12,864
                                       ------    ------    -------    -------
 Other income (expense):
    Interest income ............           12        17         29         65
    Interest (expense) .........       (3,828)   (5,664)   (14,698)   (16,435)
    Other income (expense), net.       14,446        19     14,533       (545)
                                       ------    ------    -------    -------
                                       10,630    (5,628)      (136)   (16,915)
                                       ------    ------    -------    -------
    Income (loss) before income
      taxes ....................       19,541       (56)    16,316     (4,051)

 Income tax (expense) benefit ..          (93)       24       (191)     1,698
                                       ------    ------    -------    -------
    Net income (loss) ..........      $19,448   $   (32)  $ 16,125   $ (2,353)
                                       ======    ======    =======    =======
 Net income (loss) per common
   share:
    Basic.......................      $  2.57   $ (0.00)  $   2.14   $  (0.32)
                                       ======    ======    =======    =======
    Dilutive ...................      $  2.49   $ (0.00)  $   2.10   $  (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)


                                                       Thirty-nine weeks ended
                                                        ---------------------
                                                     September 29, September 23,
                                                          2001         2000
                                                        --------     --------
 Operating activities:

   Net income (loss) ...............................   $  16,125    $  (2,353)
   Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
    Depreciation and amortization ..................      10,648       13,890
    Amortization of stock compensation .............         170            -
    Gain on the sale of servingware product line....     (14,489)           -
    Other, net .....................................         749          929
    Changes in current assets and liabilities:
     (Increase) decrease in accounts receivable.....      (4,829)       2,693
     (Increase) decrease in inventories ............       3,307       (8,308)
     Decrease in prepaid expenses and other.........         252        1,563
     Increase (decrease) in accounts payable........      (1,438)       3,579
     Increase (decrease) in accrued liabilities.....       1,619       (3,856)
                                                        --------     --------
 Net cash provided by operating activities..........      12,114        8,137
                                                        --------     --------
 Investing activities:
   Proceeds from sale of servingware product
     line, net......................................      69,501            -
   Proceeds from sale of building, net .............       1,218            -
   Capital expenditures, net .......................      (3,742)     (11,129)
                                                        --------     --------
 Net cash provided (used) for investing activities..      66,977      (11,129)
                                                        --------     --------
 Financing activities:
   Net (payments) borrowings on revolving
     line of credit ................................     (38,020)       5,750
   Payments on term loan borrowings ................     (40,500)      (5,000)
   Payment of capital lease obligation .............        (112)        (111)
   Exercise of stock options, issuance of common
    stock under stock purchase plan and other.......         111          271
                                                        --------     --------
                                                         (78,521)         910
                                                        --------     --------
 Net cash (used) provided by financing activities
   Net increase (decrease) in cash and cash
     equivalents ...................................         570       (2,082)
   Cash and cash equivalents at beginning of period.       3,152        4,861
                                                        --------     --------
   Cash and cash equivalents at end of period.......   $   3,722    $   2,779
                                                        ========     ========
 Supplemental disclosures - Cash paid in the period
 for:
   Interest ........................................   $  10,612    $  11,868
                                                        --------     --------
   Income taxes, net ...............................   $     209    $       -
                                                        --------     --------

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



                       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 as  of September  29,
 2001  and  for  the  thirteen  weeks  and thirty-nine  weeks ended September
 29,  2001 and September  23, 2000,  include, in  the opinion  of management,
 all  adjustments   (consisting   of   normal   recurring   adjustments   and
 reclassifications) necessary  to  present  fairly  the  financial  position,
 results of operations and cash  flows as of September  29, 2001 and for  all
 periods presented.

      Certain information  and  footnote  disclosures  normally  included  in
 financial statements  prepared  in  accordance  with  accounting  principles
 generally accepted in the  United States of America  have been condensed  or
 omitted. These condensed consolidated financial statements should be read in
 conjunction with  the consolidated  financial statements  and notes  thereto
 incorporated by reference  in the  Company's Form  10-K for  the year  ended
 December 30, 2000.  The results  of operations  for the  thirteen weeks  and
 thirty-nine weeks ended September 29, 2001 are not necessarily indicative of
 the operating results to be expected  for the full year. Certain amounts  in
 prior periods' financial statements and related notes have been reclassified
 to conform to the 2001 presentation.

      The preparation of financial  statements in conformity with  accounting
 principles generally  accepted  in the  United  States of  America  requires
 management to  make  certain  estimates  and  assumptions  that  affect  the
 reported amounts  of assets  and liabilities  and disclosure  of  contingent
 assets and liabilities at the date of financial statements and the  reported
 amounts of revenues and expenses during the reporting period. Actual results
 could differ from those estimates.


 Note 2.  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.

      In May 2000,  the FASB's Emerging  Issues Task Force  (EITF) reached  a
 consensus on Issue No. 14, "Accounting for Certain Sales Incentives"  ("EITF
 No. 00-14").  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's historical accounting
 policy has been to include these types of sales arrangements as a  reduction
 of sales.

      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 and  other  intangible
 assets commencing January 1, 2002.


 Note 3.  Inventories

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


                                         September 29, December 30,
                                              2001          2000
                                             ------        ------
   Finished goods.....................      $16,082       $15,420
   Work-in-process....................        1,968         2,027
   Raw materials......................        2,924         9,941
                                             ------        ------
                                            $20,974       $27,388
                                             ======        ======


 Note 4. Net Income (Loss) Per Share

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

                                         Thirteen weeks     Thirty-nine weeks
                                              ended               ended
                                         ------------------------------------
                                       September September September September
                                           29,      23,        29,       23,
                                          2001     2000       2001      2000
                                         ------------------------------------
 Net income (loss) ...............      $19,448  $   (32)  $ 16,125   $(2,353)

 Weighted average common shares
   outstanding: basic ............        7,556    7,278      7,525     7,274
 Impact of stock options and
   warrants ......................          268        -        140         -
                                         ------   ------     ------    ------
 Weighted average common shares
   outstanding: diluted ..........        7,824    7,278      7,665     7,274
                                         ======   ======     ======    ======
 Net income (loss) per share:
   basic .........................      $  2.57  $ (0.00)  $   2.14   $ (0.32)
                                         ======   ======     ======    ======
 Net income (loss) per share:
 diluted .........................      $  2.49  $ (0.00)  $   2.10   $ (0.32)
                                         ======   ======     ======    ======


      Stock options and warrants are not considered dilutive in the  thirteen
 week period  ended September  23, 2000  and  thirty-nine week  period  ended
 September 23, 2000 because the effect would be anti-dilutive.


 Note 5. Divestiture of 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  $69.5 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.   The  sale  resulted   in  a  gain   of
 approximately $14.5 million, which was recorded  in  other income during the
 third quarter of 2001.  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 with the Securities and Exchange Commission on July 27, 2001.

      The unaudited pro forma historical results for the thirteen weeks ended
 September 29, 2001 and September 23,  2000 as well as the thirty-nine  weeks
 ended September 29, 2001  and September 23, 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       Thirty-nine weeks
                                       ended                  ended
                                 -----------------------------------------
                                September  September  September  September
                                   29,         23,        29,        23,
                                  2001        2000       2001       2000
                                 -----------------------------------------
  Net sales ................... $ 65,499    $ 74,458   $176,880   $195,797
                                 =======     =======    =======    =======
  Net income (loss) excluding
   gain on the sale of PI ..... $  4,878    $   (268)  $  1,105   $ (2,292)
                                 =======     =======    =======    =======
  Net income (loss) per common
   share excluding gain on the
   sale of PI ................. $   0.62    $  (0.04)  $   0.14   $  (0.32)
                                 =======     =======    =======    =======

      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 6. 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 entailed 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 September 29, 2001.

      The Company anticipates that these restructuring actions will result in
 annual pretax cash savings of $5.0-$6.0  million of which $4.0-$5.0  million
 is expected to be realized in 2001.

 The 2001 Charges are summarized as follows:

                                                Thirteen     Thirty-nine
                                              Weeks Ended    Weeks Ended
                                             September 29,  September 29,
                                                  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, are  comprised  of $2,269  in  additional
 charges, a change  in estimate of  $389 and are  net of  a $(65)  adjustment
 related to the 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
 $7,752, as of  September 29,  2001, are  considered adequate.  Restructuring
 reserve balances as of December 30,  2000, activity during the current  year
 and restructuring  reserve  balances  as of  September  29,  2001,  were  as
 follows:

                        Reserve                        Amounts       Reserve
                        balance  Additional Change in  utilized      balance
                           at     charge    estimate      in           at
                       12/30/00    2001       2001       2001        09/29/01
                        ------    ------     -----      ------        ------
 Inventory             $ 2,744   $   765    $ (590)    $(1,727)      $ 1,192

 Plant and facilities    3,950     1,190       960        (910) (a)    5,190
 Obsolete and
   duplicate assets        916         -        29        (281)          664
 Employee related
   costs                   835       278        63        (982)          194
 Other                     875        36       (73)       (326)          512
                        ------    ------     -----      ------        ------
                       $ 9,320   $ 2,269    $  389     $(4,226) (a)  $ 7,752
                        ======    ======     =====      ======        ======

 (a) The  plant  and facilities  reserve  includes cash  proceeds  of  $1,218
 received in the second quarter of 2001 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.  Total amounts utilized, excluding  the
 cash proceeds of $1,218, were $5,444 for  the thirty-nine week period  ended
 September 29, 2001.  Net cash outlays were $2,809.

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


 Note 7. 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  $790 as  of
 September 29, 2001, are considered adequate. Restructuring reserve  balances
 as of December 30, 2000, activity during the current year and  restructuring
 reserve balances as of September 29, 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       09/29/01
                     ------      ------      -----        ------       ------
 Inventory          $   212     $  (116)    $  (65)      $     -      $    31
 Elimination of
  duplicate assets      830         (93)         -             -          737
 Employee costs          75         (25)         -           (50)           -
 Other                  101        (129)         -            50           22
                     ------      ------      -----        ------       ------
                    $ 1,218     $  (363)    $  (65)      $     -      $   790
                     ======      ======      =====        ======       ======

      The total  amount utilized  during the  thirty-nine week  period  ended
 September 29, 2001 was $363, which included $247 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 8.   Income Taxes

      The Company incurred significant pre-tax  losses in the fourth  quarter
 of 2000.  Accordingly, the income  tax provision primarily reflects  foreign
 taxes. As of fiscal year end  2000 the Company had income tax  carryforwards
 relating to U.S.  net operating losses  of approximately  $34 million  which
 expire in 2012 to 2020.


 Note 9.   New Loan and Security Agreement

      On November 1,  2001, the  Company entered into  a new  four year,  $50
 million asset-based credit  facility with Fleet  Capital Corporation as  its
 sole lender.  The facility replaces the $50 million senior credit  agreement
 with its principal lenders  and The Chase  Manhattan Bank as  administrative
 agent (the "Bank Group").   The new facility  provides lower interest  rates
 and more favorable financial  covenants than the facility  it replaces.   In
 addition, the new facility  allows for increased flexibility  in the use  of
 funds, including  the  ability  to pursue  acquisitions  and  buy  back  the
 Company's high yield  bonds.  Such  transactions were  prohibited under  the
 senior credit agreement with the Bank Group.
<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. ("PI"), 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  $69.5 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.  The  Sale  resulted in  a  gain  of
 approximately $14.5 million, which was recorded  as other income during  the
 third quarter of 2001.  See Note 5 to  the Company's Consolidated  Financial
 Statements in Item 1. of this Form 10-Q for additional information.

 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
 entailed 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 September 29, 2001.

      As  disclosed  in  Note  6  to  the  Company's  Consolidated  Financial
 Statements in Item 1. 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 $4.0-
 $5.0 million is expected to be realized in 2001.


 Thirteen weeks ended September 29, 2001 compared to the thirteen weeks ended
 September 23, 2000

      In the  discussion and  analysis that  follows, all  references to  the
 third quarter of 2001  are to the thirteen-week  period ended September  29,
 2001 and all references to  the third quarter of  2000 are to the  thirteen-
 week period ended September 23, 2000.  The following discussion and analysis
 compares the actual  results for  the third quarter  of 2001  to the  actual
 results for the third  quarter of 2000 with  reference to the following  (in
 thousands; unaudited):

                                                Thirteen weeks ended
                                          ---------------------------------
                                          September 29,      September 23,
                                              2001               2000
                                          --------------     --------------
  Net sales ....................         $66,064   100.0%   $83,566   100.0%
  Cost of goods sold ...........          48,002    72.7     67,625    80.9
                                          ------   -----     ------   -----
    Gross profit ...............          18,062    27.3     15,941    19.1
  Operating expenses ...........           8,486    12.8      9,042    10.9
  Amortization of intangible
    assets......................             665     1.0      1,327     1.6
                                          ------   -----     ------   -----
    Operating profit ...........           8,911    13.5      5,572     6.6

  Interest expense .............          (3,828)   (5.8)    (5,664)   (6.8)
  Other income (expense) .......          14,458    21.9         36     0.1
                                          ------   -----     ------   -----
    Income (loss) before income taxes     19,541    29.6        (56)   (0.1)

  Income tax (expense) benefit .             (93)   (0.1)        24     0.0
                                          ------   -----     ------   -----
  Net income (loss) ............         $19,448    29.5%   $   (32)   (0.1)%
                                          ======   =====     ======   =====
  Net loss per share - Basic ...         $  2.57            $ (0.00)

  Net loss per share - Diluted .         $  2.49            $ (0.00)

  Weighted average common shares
   Outstanding -
    Basic                                  7,556              7,278
    Diluted                                7,824              7,278

      Net sales.  Net  sales of $66.1  million in the  third quarter of  2001
 decreased $17.5  million from  $83.6 million  in the  comparable quarter  of
 2000. The bankruptcy of several customers  as well as management's  decision
 to reduce sales to various low margin customers negatively affected sales by
 approximately  $9.0  million in  the third  quarter quarter  of  2001.  Also
 impacting comparisons for the third quarter  of 2001 was the divestiture  of
 PI which contributed sales of $9.1 million in the third quarter of 2000. The
 discontinuation of  the  food  storage product  line  at  a  large  retailer
 accounted for an additional $0.6 million of the sales decline.

      Gross profit.  The Company's gross profit in the third quarter of  2001
 increased to $18.1 million from $15.9  million in the comparable quarter  of
 2000. Gross profit margins  improved to 27.3% from  19.1% in the prior  year
 comparable quarter. Excluding PI, gross margins  were 27.3% versus 16.2%  in
 the third  quarter of  2000. Gross  margin  benefits were  achieved  through
 improved manufacturing  production performance  as well  as favorable  sales
 product mix.  Margins also benefited from a reduction in raw material  costs
 (primarily plastic resin) in the third  quarter of 2001.  Additional  margin
 improvement came from a reduction in freight costs, which was primarily  due
 to a higher mix of shipments paid for  by customers in the third quarter  of
 2001.

      Operating expenses.  Operating  expenses in the  third quarter of  2001
 were 12.8% of net sales or $8.5 million versus 10.9% or $9.0 million in  the
 comparable quarter of 2000. As part  of the Company's restructuring  actions
 distribution  and  logistics   costs  decreased  as   warehouse  space   was
 consolidated  during  2001.  Partially  offsetting  these  benefits  was  an
 increase in bad debt  charges to cover  bankruptcy exposures.   Furthermore,
 additional compensation  benefits,  which  are based  on  the  current  year
 operating results, were incurred in the current quarter.  Operating expenses
 in the third quarter of 2000 were affected by a reversal of certain  benefit
 and compensation accruals.

      Amortization of intangible assets.   Amortization of intangible  assets
 in the third quarter of 2001  was 1.0% of net  sales or $0.7 million  versus
 1.6% of net sales or $1.3  million in the comparable  quarter of 2000.   The
 decrease in the current quarter reflects  the writeoff of goodwill  relating
 to the disposition of PI as well as the fourth quarter 2000 asset impairment
 charge to reduce the carrying value of goodwill.

      Interest expense.    Interest expense  of  $3.8 million  in  the  third
 quarter of  2001 decreased  $1.8  million from  $5.7  million in  the  third
 quarter of 2000. The  decrease in interest expense  in the third quarter  of
 2001 was  due  to the  significant  retirement  of debt  (primarily  due  to
 proceeds from the PI divestiture) as well as favorable interest rates.

      Other income (expense).  During the  third quarter of 2001 the  Company
 generated other income of $14.5 million  primarily due to the gain  realized
 on the sale of PI.

      Income tax (expense) benefit.  The income tax provision recorded in the
 third quarter of  2001 relates to  foreign taxes. A  significant prior  year
 operating loss  has  resulted in  tax  operating loss  carryforwards,  which
 exceeds the third quarter of 2001 income.   During the third quarter 2000  a
 small tax benefit was recorded.

      Net income  (loss).   The  Company had  net  income of  $19.4  million,
 including a gain on the sale of PI of  $14.5 million.  The third quarter  of
 2001 dilutive earnings per share was $2.49, as compared to a loss per  share
 of ($0.00) in the  comparable quarter of  2000.  Excluding  the gain on  the
 sale of PI earnings  were $4.9 million  or $0.63 per  dilutive share in  the
 third quarter of 2001, compared to breakeven results in the third quarter of
 2000.


 Thirty-nine weeks ended September 29, 2001 compared to the thirty-nine weeks
 ended September 23, 2000

      In the discussion and analysis that follows, all references to 2001 are
 to the thirty-nine week period ended  September 29, 2001 and all  references
 to 2000 are to the  thirty-nine week period ended  September 23, 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):

                                              Thirty-nine weeks ended
                                          ---------------------------------
                                          September 29,      September 23,
                                              2001               2000
                                          --------------     --------------
 Net sales .....................         $196,048  100.0%   $222,565  100.0%
 Cost of goods sold ............          147,874   75.4     175,821   79.0
 Special charges, net ..........              110    0.1           -      -
                                          -------  -----     -------   ----
   Gross profit ................           48,064   24.5      46,744   21.0
 Operating expenses ............           26,605   13.6      29,918   13.5
 Amortization of intangible
   assets ......................            2,524    1.3       3,962    1.9
 Restructuring and other charges            2,483    1.3           -      -
                                          -------  -----     -------   ----
   Operating profit ............           16,452    8.3      12,864    5.7

 Interest expense ..............          (14,698)  (7.5)    (16,435)  (7.4)
 Other income (expense) ........           14,562    7.4        (480)  (0.2)
                                          -------  -----     -------   ----
   Loss before income taxes ....           16,316    8.2      (4,051)  (1.9)

 Income tax (expense) benefit ..             (191)  (0.1)      1,698    0.8
                                          -------  -----     -------   ----
 Net loss .....................          $ 16,125    8.1%   $ (2,353)  (1.1)%
                                          =======  =====     =======   ====
 Net loss per share - Basic ...             $2.14           $  (0.32)

 Net loss per share - Diluted .             $2.10           $  (0.32)

 Weighted average common shares
  Outstanding -
   Basic                                    7,525              7,274
   Diluted                                  7,665              7,274


      Net sales.  Net sales of $196.0 million in 2001 decreased $26.6 million
 from $222.6  million  in 2000.  Approximately  $15.0 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.   Also  impacting   comparisons   to  2001  was   the
 divestiture of  PI in  July 2001  which accounted  for $9.1  million of  the
 decrease.  The discontinuation of the  food storage product line by a  large
 retailer accounted  for an  additional $3.5  million of  the sales  decline.
 Sales to the Company's top three customers  were 62% in 2001 as compared  to
 51% in the prior year.

      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 $48.1 million as  compared to $46.7 million  in
 2000. Gross profit margins improved to  24.5% from 21.0% in the prior  year.
 Excluding PI, gross  margins were 23.2%  as compared to  18.3% in the  prior
 year.  Gross margins benefited from savings generated from productivity  and
 efficiency initiatives as well as other cost reduction programs.  Additional
 margin  improvements  were  a  result  of  favorable  raw  material   prices
 (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.

      Operating expenses.  Operating expenses in 2001 were 13.6% of net sales
 or $26.6 million versus 13.5% or $29.9 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.  These savings were partially offset by
 an increase in bad debt expense  which was needed to cover several  customer
 bankruptcies in 2001.

      Amortization of intangible assets.   Amortization of intangible  assets
 in 2001 was 1.3% of net sales or $2.5 million versus 1.9% or $4.0 million in
 2000. The decrease in  2001 reflects the reduction  of goodwill relating  to
 the disposition of PI (which  occurred in July 2001)  as well as the  fourth
 quarter 2000  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 $14.7 million in 2001  decreased
 $1.7 million from $16.4 million in 2000. The decrease in interest expense in
 2001 is primarily due to the  significant retirement of debt (primarily  due
 to proceeds from  the PI divestiture).   Outstanding debt  at September  29,
 2001 was $84.6 million  lower than the amount  outstanding at September  23,
 2000.  Also contributing  to the decrease  in expense from  last year was  a
 decrease in the weighted average interest rate versus the same periods of  a
 year ago.

      Other income (expense). During 2001 the Company generated other  income
 of $14.6 million as compared to other  expense of $0.5 million in the  prior
 year.  The primary contributor to the improvement was a gain totaling  $14.5
 million  realized  on  the  sale  of  PI.  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 relates to foreign taxes.  A significant prior year operating loss  has
 resulted in tax operating loss carryforwards, which exceeds the current year
 taxable income. In 2000 a tax benefit of $1.7 million was recorded.

      Net income  (loss).   In  2001  the Company  had  net income  of  $16.1
 million, or $2.10  per dilutive share,  as compared to  a net  loss of  $2.4
 million, or $0.32 per share  in 2000. Excluding the  effects of the gain  on
 sale of PI as well as  special, restructuring and other charges, net  income
 in 2001 was $4.2 million or $0.55 per  dilutive share as compared to a  loss
 of $2.4 million or ($0.32 per share) in 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
 credit facility.

      Cash and  cash  equivalents were  $3.7  million, an  increase  of  $0.6
 million from December 30, 2000.  The Company's total outstanding debt during
 2001 has decreased $78.6 million to $143.0 million.  The decrease in debt is
 primarily due to proceeds from the July 2001 sale of the Company's Plastics,
 Inc. ("PI") product line as well as positive cash flow from operations.  The
 PI sale provided $69.5 million of cash, after expenses.

      The Company's working capital, excluding cash and short term debt,  was
 $12.4 million or $9.6 million lower than on December 30, 2000.  The decrease
 in working capital  was due to  the sale of  PI, which had  $4.0 million  of
 working capital at  December 30,  2000, a  reduction in  inventories and  an
 increase in accrued liabilities.

      Net cash  used for  restructuring activities  was $3.1  million in  the
 thirty-nine week  period  ended September  29,  2001.   Such  cash  payments
 represent relocation  of  inventory  and assets,  lease  termination  costs,
 employee termination benefits and other restructuring expenses.

      Capital spending year-to-date  was $3.7  million as  compared to  $11.1
 million in the first nine months of  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  PI.
 As a result of the PI 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  was  in  compliance  with all  amended  loan  covenants  as  of
 September 29, 2001.

      On November 1,  2001, the  Company entered into  a new  four year,  $50
 million asset-based credit facility  with Fleet Capital Corporation  ("Fleet
 Capital") as its sole lender.  The facility replaces the $50 million  senior
 credit  agreement  with the  Bank Group.  The  new facility  provides  lower
 interest rates and more favorable financial  covenants than the facility  it
 replaces.  In addition, the new facility allows for increased flexibility in
 the use of funds, including the ability to pursue acquisitions and buy  back
 the Company's high yield bonds.  Such transactions were prohibited under the
 senior credit agreement with the Bank Group.

      The Company believes  its new  financing facilities  together with  its
 cash  flow  from  operations  will   provide  sufficient  capital  to   fund
 operations, make  required  debt  repayments and  meet  anticipated  capital
 spending needs.  Availability at November 1, 2001 under the new facility was
 $45 million and the Company's defined borrowing base exceeded $50 million.

 Management Outlook and Commentary

 * 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 have  filed
   for  bankruptcy  protection  in the  last  twelve  months.   The   Company
   estimates  that it  has lost  approximately $15  million of  sales due  to
   these  bankruptcies during  the first  nine months  of the  year.   Fourth
   quarter  comparisons  will also  be  negatively  impacted.   As  the  weak
   economic   conditions  continue,   the  Company   may  encounter   further
   consolidation  of its  retail customer  base through  additional  customer
   bankruptcies.   In  addition,  the  weak  economy may  result  in  reduced
   consumer traffic  at the Company's primary  customers.  This would  likely
   result in further sales declines.   Also, further business may be lost  in
   2001  or 2002  as the  Company evaluates  its relationships  with  several
   other financially challenged customers.

 * Since mid 2000, the Company has experienced a consistent deterioration  in
   the selling prices of many of its products.  This occurred in response  to
   competitive pressures  from  existing competition,  customers' demands for
   lower prices and new entrants to the market.  As a result, future  year to
   year comparisons are expected to  be negatively impacted.  In response  to
   these selling price pressures,  the Company will continue to pursue  means
   by which to reduce costs and maintain profitability.

 * Plastic  resin  currently  represents approximately  15%  to  20%  of  the
   Company's cost  of goods sold.   Although the sale of  PI has reduced  the
   Company's exposure  to resin price fluctuations,  resin costs continue  to
   be  a meaningful  element of  the Company's  cost structure.   During  the
   first nine months  of 2001, resin prices were  down slightly to the  prior
   year  (approximately  $0.03  per  pound)  and  were  slightly  lower  than
   historical averages.   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 and the Company's profitability.

 * The Company's 2000 restructuring plan 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.

 * 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 were  generated.  A major portion of  the
   tax losses  will be used to  reduce any taxes payable  on the sale of  PI.
   The Company estimates that its tax loss carryforwards as of September  29,
   2001 are less than $5 million.

 * The  Company's  new financing  arrangements  with  Fleet  Capital  provide
   increased flexibility for the use of  borrowed funds.  The Company is  now
   free  to pursue  selected  acquisitions that  would  increase  shareholder
   value.  In addition, the financial covenants related to the financing  are
   fewer  in  number  and are  less  restrictive  than  the  Company's  prior
   financing  arrangements.   The new  covenants take  into account  seasonal
   fluctuations and give recognition to the Company's collateral base.

 * 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.

 * The Company  intends to  repurchase from time  to time  its 9.625%  Senior
   Subordinated  Notes.   The Company  issued  $125 million  of the  10  year
   9.625% fixed  rate notes  during 1998.   The  timing, amount  and type  of
   transaction  will depend  upon prevailing  market conditions,  alternative
   uses  of  capital and other factors.  The repurchase  will be funded  from
   the Company's new financing arrangements.


 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  three
 quarters 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 thirty-nine  week period  ended
 September 29, 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 110  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  the  "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 6. Exhibits and Reports on Form 8-K

       (a) Exhibits

           Exhibit Index
           -------------

           10.1 Loan and Security Agreement dated as of October 31, 2001,
           among Home Products International - North America, Inc. and Fleet
           Capital Corporation.

           99.1 Press release dated November 6, 2001


       (b) Reports on Current Form 8-K.

       Registrant filed a Current Report on Form 8-K dated July 18, 2001,  to
       disclose  that the  Registrant completed  the  sale  of its  Plastics,
       Inc.  servingware  product  line, to  A  &  E Products  Group  LP,  an
       affiliate  of Tyco International.  The Company also disclosed that  it
       reached  an  agreement  with  its  principal  lenders  and  The  Chase
       Manhattan Bank as administrative agent, to amend the Company's  senior
       credit agreement.

       Registrant  filed a Current Report on Form 8-K/A dated July 27,  2001,
       to  disclose that the Registrant completed  the sale of its  Plastics,
       Inc.  servingware  product  line, 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:  November 13, 2001