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 27, 2003

                                      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  [   ]

 Indicate by check mark  whether the registrant is  an accelerated filer  (as
 defined in Exchange Act Rule 12b-2 of the Exchange Act). Yes [   ]  No [ X ]

               Common shares, par value $0.01, outstanding as of
                         November 1, 2003 - 7,865,434

<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     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                                20

          Item 4.  Controls and Procedures                            21


  Part II. Other Information
           -----------------

          Items 1, 2, 3, 4 and 5                                     n/a

          Item 6.  Exhibits and Reports on Form 8-K                   23


  Signature                                                           24

<PAGE>

 PART I.  FINANCIAL INFORMATION

 Item 1.  Financial Statements

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


                                                     (Unaudited)
                                                    September 27, December 28,
                                                         2003         2002
                                                       --------     --------
                    Assets
 Current assets:
   Cash and cash equivalents ..................       $   2,841    $   3,974
   Accounts receivable, net ...................          34,905       48,937
   Inventories ................................          29,418       25,357
   Deferred income taxes ......................               -        2,559
   Prepaid expenses and other current assets...           3,393        1,879
                                                       --------     --------
     Total current assets .....................          70,557       82,706
                                                       --------     --------
 Property, plant and equipment - at cost ......          94,881       91,917
 Less accumulated depreciation ................         (60,973)     (54,728)
                                                       --------     --------
 Property, plant and equipment, net ...........          33,908       37,189
                                                       --------     --------
 Deferred income taxes ........................               -        5,207
 Other intangibles, net .......................             733        1,111
 Goodwill, net ................................          73,752       73,752
 Other non-current assets .....................           4,423        3,553
                                                       --------     --------
   Total assets ...............................       $ 183,373    $ 203,518
                                                       ========     ========

       Liabilities and Stockholders' Equity
 Current liabilities:
   Current maturities of long-term obligations.       $     158    $     158
   Accounts payable ...........................          26,690       22,986
   Accrued liabilities ........................          25,665       28,993
                                                       --------     --------
   Total current liabilities ..................          52,513       52,137
                                                       --------     --------
 Long-term obligations - net of current
   maturities..................................         126,052      129,621
 Other liabilities ............................           4,400        4,293
 Stockholders' equity:
   Preferred Stock - authorized, 500,000
     shares, $.01 par value; - None issued ....               -            -
   Common Stock - authorized 15,000,000 shares,
     $.01 par value; 8,687,828 shares issued at
     September 27, 2003 and 8,671,079 shares
     issued at December 28, 2002 ..............              87           87
   Additional paid-in capital .................          50,077       50,036
   Accumulated deficit ........................         (43,228)     (25,958)
   Common stock held in treasury - at cost;
     822,394 shares at September 27, 2003 and
     December 28, 2002 ........................          (6,528)      (6,528)
   Unearned employee benefits .................               -         (170)
                                                       --------     --------
     Total stockholders' equity ...............             408       17,467
                                                       --------     --------
     Total liabilities and stockholders' equity       $ 183,373    $ 203,518
                                                       ========     ========

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

<PAGE>
<TABLE>
                      HOME PRODUCTS INTERNATIONAL, INC.
              Condensed Consolidated Statements of Operations
                                (Unaudited)
              (Amounts in thousands, except per share amounts)


                                           Thirteen weeks             Thirty-nine weeks
                                                ended                       ended
                                       -----------------------------------------------------
                                     September 27, September 28, September 27, September 28,
                                         2003          2002          2003          2002
                                       -----------------------------------------------------
 <S>                                  <C>           <C>           <C>           <C>
 Net sales .......................... $  61,432     $  67,799     $ 164,610     $ 178,429
 Cost of goods sold .................    54,492        51,271       141,376       133,597
 Special (income), net ..............         -           (73)            -           (73)
                                       --------      --------      --------      --------
   Gross profit .....................     6,940        16,601        23,234        44,905

 Operating expenses:
   Selling and marketing ............     4,372         4,362        12,777        13,182
   General and administrative .......     2,804         3,098        10,013         9,783
   Amortization of intangible assets.       126           127           378           380
                                       --------      --------      --------      --------
     Operating profit (loss) ........      (362)        9,014            66        21,560
                                       --------      --------      --------      --------
 Non-operating income (expense):
   Interest income ..................         2             7            64            61
   Interest expense .................    (3,384)       (3,432)      (10,312)      (10,370)
   Other income, net ................       735           637           742           440
                                       --------      --------      --------      --------
     Net non-operating expense.......    (2,647)       (2,788)       (9,506)       (9,869)
                                       --------      --------      --------      --------
     Earnings (loss) before
       income taxes..................    (3,009)        6,226        (9,440)       11,691

 Income tax expense .................    (7,786)         (133)       (7,830)         (433)
                                       --------      --------      --------      --------
     Net earnings (loss)  ........... $ (10,795)    $   6,093     $ (17,270)    $  11,258
                                       ========      ========      ========      ========

 Net earnings (loss) per common share:
     Basic .......................... $   (1.35)    $    0.78     $   (2.17)    $    1.45
                                       ========      ========      ========      ========
     Diluted ........................ $   (1.35)    $    0.74     $   (2.17)    $    1.37
                                       ========      ========      ========      ========
 Weighted average common shares
   outstanding-basic.................     7,978         7,796         7,973         7,785
                                       ========      ========      ========      ========
 Weighted average common shares
   outstanding-diluted...............     7,978         8,259         7,973         8,217
                                       ========      ========      ========      ========

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

</TABLE>
<PAGE>

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


                                                      Thirty-nine weeks ended
                                                    ---------------------------
                                                    September 27, September 28,
                                                         2003         2002
                                                       --------     --------
 Operating activities:
  Net earnings (loss) .............................   $ (17,270)   $  11,258
  Adjustments to reconcile net earnings (loss) to
  net cash provided by operating activities:
   Depreciation and amortization ..................       7,540        7,868
   Amortization of restricted stock compensation ..         170          170
   Gain on the sale of servingware product line ...           -         (663)
   (Gain) loss on the disposal of assets...........         (15)         186
   Gain on the repurchase of bonds ................        (900)           -
   Deferred income taxes ..........................       7,766            -
   Other, net .....................................         494         (317)
   Changes in current assets and liabilities:
    (Increase) decrease in accounts receivable ....      13,947       (4,299)
    Increase in inventories .......................      (5,104)     (15,719)
    (Increase) decrease in prepaid expenses
      and other ...................................        (471)         523
    Increase in accounts payable ..................       3,704        8,688
    Increase (decrease) in accrued liabilities ....      (3,328)         869
                                                       --------     --------
 Net cash provided by operating activities ........       6,533        8,564
                                                       --------     --------
 Investing activities:
  Capital expenditures, net .......................      (5,038)      (3,578)
                                                       --------     --------
 Net cash used in investing activities ............      (5,038)      (3,578)
                                                       --------     --------
 Financing activities:
  Net borrowings under loan and security agreement            -         (859)
  Repayments of long-term debt ....................      (2,600)           -
  Payments of capital lease obligation ............         (69)         (68)
  Exercise of stock options, issuance of common
    stock under stock purchase plan and other .....          41          114
                                                       --------     --------
 Net cash used in financing activities                   (2,628)        (813)
                                                       --------     --------
   Net increase (decrease) in cash and
    cash equivalents ..............................      (1,133)       4,173
  Cash and cash equivalents at beginning of period        3,974        1,091
                                                       --------     --------
  Cash and cash equivalents at end of period ......   $   2,841    $   5,264
                                                       ========     ========
 Supplemental disclosures
 Cash paid in the period:
  Interest ........................................   $   7,017    $   6,979
                                                       --------     --------
  Income taxes, net ...............................   $      54    $     230
                                                       --------     --------
 Non-cash financing activities:
  Capital lease obligation ........................   $       -    $      73
                                                       --------     --------

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

<PAGE>

                       HOME PRODUCTS INTERNATIONAL, INC.
             Notes to Condensed Consolidated Financial Statements
                                (Unaudited)
               (Amounts 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 for  the thirteen  and
 thirty-nine weeks ended September 27, 2003 and September 28, 2002,  include,
 in  the  opinion  of  management,  all  adjustments  (consisting  of  normal
 recurring adjustments) necessary to  present fairly the financial  position,
 results of operations and cash  flows as of September  27, 2003 and for  all
 periods presented.

      Certain information and note 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 28, 2002. The  results of operations for  the thirteen and  thirty-
 nine weeks ended September  27, 2003 are not  necessarily indicative of  the
 operating results to be expected for the full year.

      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. Stock-Based Compensation Plans

      The Company  has  a stock-based  compensation  plan under  which  stock
 options are granted  to key  employees and  Directors. There  were no  stock
 options granted during the first, second  and third quarters of 2003.  Stock
 options were  granted during  the first  quarter of  2002 under  stock-based
 compensation plans  approved by  shareholders in  1999.   The stock  options
 granted during the first  quarter of 2002 are  fully exercisable after  four
 years and have a ten-year life. The  Company also issued shares in 2003  and
 2002 under  the  Company's employee  stock  purchase plan  relating  to  the
 Company's first purchase period (January through June).

      Statement  of  Financial   Accounting  Standards   ("SFAS")  No.   123,
 "Accounting for Stock-Based  Compensation" encourages companies  to adopt  a
 fair value approach to valuing  stock-based compensation that would  require
 compensation cost to be recognized based  upon the fair value of the  stock-
 based instrument issued.  The Company has elected, as permitted by SFAS  No.
 123, to apply the provisions of Accounting Principles Board ("APB")  Opinion
 No.  25  "Accounting   for  Stock  Based   Compensation"  and  the   related
 interpretations in accounting for stock option awards under the stock option
 plans.  Under APB Opinion No. 25, compensation expense is recognized if  the
 market  price  of  stock  options on the date of grant  exceeds the exercise
 price.  All options granted by the Company have been granted at market price
 on  the date  of grant.  The  following  table illustrates the effect on net
 earnings (loss) and earnings (loss) per share as if the Company  had applied
 the  fair  value  recognition  provisions  of  SFAS  No.  123 to stock-based
 employee compensation.


                                        Thirteen weeks     Thirty-nine weeks
                                             ended               ended
                                       --------------------------------------
                                     Sept. 27, Sept. 28, Sept. 27,  Sept. 28,
                                        2003      2002      2003       2002
                                       -------   -------   -------    -------
 Net earnings (loss)                  $(10,795) $  6,093  $(17,270)  $ 11,258
 Deduct: Total stock-based employee
  compensation expense determined
  under fair value method for all
  awards, net of related tax effects       (46)      (46)     (141)      (149)
                                       -------   -------   -------    -------
 Pro forma net earnings (loss)        $(10,841) $  6,047  $(17,411)  $ 11,109
                                       =======   =======   =======    =======
 Earnings (loss) per share:
   Basic-as reported                  $  (1.35) $   0.78  $  (2.17)  $   1.45
                                       =======   =======   =======    =======
   Basic-pro forma                    $  (1.36) $   0.78  $  (2.18)  $   1.43
                                       =======   =======   =======    =======

   Diluted-as reported                $  (1.35) $   0.74  $  (2.17)  $   1.37
                                       =======   =======   =======    =======
   Diluted-pro forma                  $  (1.36) $   0.73  $  (2.18)  $   1.35
                                       =======   =======   =======    =======

      The assumptions used to calculate the fair value of options granted are
 evaluated and  revised,  as  necessary, to  reflect  market  conditions  and
 experience.


 Note 3. Net Earnings (Loss) Per Share

      The following information presents net earnings (loss) per share  basic
 and diluted (in thousands, except share and per share data):

                                  Thirteen weeks        Thirty-nine weeks
                                      ended                   ended
                              ---------------------------------------------
                               Sept. 27,   Sept. 28,   Sept. 27,   Sept. 28,
                                 2003        2002        2003        2002
                                -------     -------     -------     -------
 Net earnings (loss)           $(10,795)   $  6,093    $(17,270)   $ 11,258
                                =======     =======     =======     =======
 Weighted average shares
   outstanding - basic        7,978,326   7,795,873   7,973,434   7,785,076
 Impact of stock options,
   warrants and restricted
   stock                              -     462,643           -     431,707
                              ---------   ---------   ---------     -------
 Weighted average shares
   outstanding - diluted      7,978,326   8,258,516   7,973,434   8,216,783
                              =========   =========   =========   =========
 Net earnings (loss)
   per share - basic           $  (1.35)   $   0.78    $  (2.17)   $   1.45
                                =======     =======     =======     =======
 Net earnings (loss)
   per share - diluted         $  (1.35)   $   0.74    $  (2.17)   $   1.37
                                =======     =======     =======     =======
 Anti-dilutive stock options,
   warrants and restricted
   stock excluded from
   calculation                    7,667           -     307,561           -
                                =======     =======     =======     =======

      Net earnings (loss) per share - basic is computed based on the weighted
 average number of outstanding common shares.  Net earnings (loss) per  share
 - diluted includes the  weighted average effect  of dilutive stock  options,
 warrants and restricted  stock on the  weighted average shares  outstanding.
 There were no stock options, warrants  and restricted stock included in  the
 computation of diluted earnings  per share during  the thirteen and  thirty-
 nine weeks ended  September 27, 2003  because the assumed  exercise of  such
 common stock equivalents would have been anti-dilutive.


 Note 4. Goodwill and Other Intangibles

      Goodwill and other intangibles principally relate to the excess of  the
 purchase price over the  fair value of tangible  assets acquired.   Goodwill
 and intangible  assets  that have  indefinite  useful lives  are  no  longer
 amortized,  but  rather  are  tested  at  least  annually  for   impairment.
 Intangible assets with indefinite lives are evaluated annually to  determine
 whether events and  circumstances continue to  support an indefinite  useful
 life.  Intangible assets that have definite useful lives are amortized  over
 their useful lives, and are evaluated  annually to determine whether  events
 and  circumstances  warrant   a  revision   to  the   remaining  period   of
 amortization.

      During the  first quarter  of 2003  the  Company performed  its  annual
 impairment test,  which  indicated  that  the  Company's  goodwill  was  not
 impaired.  As  of September  27, 2003 and  December 28,  2002, the  carrying
 amount of goodwill was $73,752.

      Other intangibles consist of the following:


                                  September 27, 2003      December 28, 2002
                                ---------------------- ----------------------
                       Average   Gross                  Gross
                         Life   Carrying  Accumulated  Carrying  Accumulated
                        (Yrs.)   Amount   Amortization  Amount   Amortization
                       ------------------------------------------------------

 Amortized intangible
 assets:
   Patents             7 to 14  $ 1,008   $    (783)   $  1,008   $    (710)
   Non-compete
     agreements          10       2,928      (2,420)      2,928      (2,115)
                                 ------    --------     -------    --------
     Total                      $ 3,936   $  (3,203)   $  3,936   $  (2,825)
                                 ======    ========     =======    ========

      Aggregate amortization expense in  the third quarter  of 2003 and  2002
 was $126 and  $127, respectively.   Aggregate amortization  expense for  the
 thirty-nine weeks ended September 27, 2003  and September 28, 2002 was  $378
 and $380, respectively.

      Estimated amortization expense for the remaining three months of fiscal
 2003 and the next two fiscal  years based on intangible assets at  September
 27, 2003 is as follows:

                                 Estimated
                                Amortization
        Fiscal Year               Expense
        -----------               -------
           2003                    $127
           2004                    $505
           2005                    $101


 Note 5. Recent Accounting Pronouncements

      In April 2002, the Financial Accounting Standards Board ("FASB") issued
 SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of
 FASB Statement No.  13, and Technical  Corrections." SFAS  No. 145  rescinds
 SFAS No. 4, which required that all gains and losses from extinguishment  of
 debt be reported as  an extraordinary item. The  provisions of SFAS No.  145
 related to the  rescission of SFAS  No. 4 must  be applied  in fiscal  years
 beginning after  May  15, 2002.  Previously  recorded losses  on  the  early
 extinguishment of  debt that  were classified  as an  extraordinary item  in
 prior periods  will be  reclassified to  other  income (expense),  net.  The
 adoption of SFAS No. 145 had no effect on the Company's financial  position,
 results of operations, or liquidity but will result in a reclassification on
 the Company's consolidated statement of operations for 2001.

      In June  2002, the  FASB issued  SFAS No.  146, "Accounting  for  Costs
 Associated  with  Exit  or  Disposal  Activities."  SFAS  No.  146  requires
 companies to recognize  costs associated  with exit  or disposal  activities
 when they are incurred rather than at the date of a commitment to an exit or
 disposal plan. SFAS No. 146  replaces previous accounting guidance  provided
 by  Emerging  Issues  Task  Force   ("EITF")  Issue  No.  94-3,   "Liability
 Recognition for Certain  Employee Termination  Benefits and  Other Costs  to
 Exit an Activity (including Certain Costs Incurred in a Restructuring)," and
 was  effective for the Company  for exit  or  disposal activities  initiated
 after December  28,  2002.  The Company  adopted  this  statement  effective
 December 29,  2002 and  has accounted  for the  Eagan facility  shutdown  in
 accordance with SFAS No. 146.

      In November 2002, the FASB issued  FASB Interpretation No. ("FIN")  45,
 "Guarantor's  Accounting   and  Disclosure   Requirements  for   Guarantees,
 Including   Indirect   Guarantees   of   Indebtedness   of   Others".   This
 Interpretation clarifies  that  a  guarantor  is  required  to  recognize  a
 liability for  the fair  value of  the obligation  undertaken in  issuing  a
 guarantee and requires certain related disclosures after December 31,  2002.
 The Company has not guaranteed the indebtedness or obligations of others and
 therefore the  adoption  of  FIN 45  has  had  no impact  on  the  Company's
 financial position, results of operations, or liquidity.

      In December 2002, the FASB issued SFAS No. 148, "Accounting for  Stock-
 Based Compensation - Transition and Disclosure". This Statement amends  SFAS
 No. 123 to provide alternative methods of transition for a voluntary  change
 to  the  fair   value  method   of  accounting   for  stock-based   employee
 compensation. The  statement permits  two transition  methods for  companies
 that adopt the fair value method of accounting for stock-based compensation,
 which include the modified prospective and retroactive restatement  methods.
 The modified prospective method recognizes stock-based employee compensation
 cost from the beginning of the fiscal year in which the provisions are first
 applied, as  if the  fair value  method had  been used  to account  for  all
 employee awards  granted, modified,  or settled  in fiscal  years  beginning
 after December  15,  1994. Under  the  retroactive restatement  method,  all
 periods presented are restated to reflect stock-based employee  compensation
 cost under the fair value method for all employee awards granted,  modified,
 or settled in fiscal years beginning  after December 15, 1994. In  addition,
 this Statement amends the disclosure requirements of SFAS No. 123 to require
 prominent disclosures in both annual and interim financial statements  about
 the method  of  accounting for  stock-based  employee compensation  and  the
 effect of the  method used on  reported results with  a prescribed  specific
 tabular format  and disclosure  in the  "Summary of  Significant  Accounting
 Policies"  or  its  equivalent.  The  Company  adopted  the  new  disclosure
 requirements in 2002 and the effects of adoption are disclosed in Note 2  of
 the Company's condensed consolidated financial statements.

      In April 2003, the FASB issued SFAS No. 149 "Amendment of Statement 133
 on Derivative Instruments  and Hedging Activities".   This statement  amends
 and clarifies  accounting  for  derivative  instruments,  including  certain
 derivative  instruments  embedded  in  other  contracts,  and  for   hedging
 activities under SFAS  No. 133.   SFAS No. 149  is effective for  derivative
 contracts entered into or modified after June 30, 2003.  As the Company does
 not currently have any derivative instruments the adoption of the  statement
 had  no  impact  on  its  financial  position,  results  of  operations,  or
 liquidity.

      In May  2003, the  FASB issued  SFAS No.  150 "Accounting  for  Certain
 Financial Instruments with Characteristics of both Liabilities and  Equity".
 This statement changes the accounting for mandatorily redeemable shares, put
 options, forward purchase contracts and obligations that can be settled with
 shares.  As the Company does not currently have any interests in such  types
 of instruments the adoption of this statement had no impact on its financial
 position, results of operations, or liquidity.


 Note 6.  Inventories

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

                                         September 27,  December 28,
                                              2003          2002
                                            -------       -------
   Finished goods.....................     $ 24,155      $ 17,611
   Work-in-process....................        1,670         1,891
   Raw materials......................        3,593         5,855
                                            -------       -------
                                           $ 29,418      $ 25,357
                                            =======       =======


 Note 7. 2001 and 2000 Special, Restructuring and Other Charges Update

      During  2000  and  2001  the  Company implemented  a restructuring plan
 to  reduce  fixed costs  and  better position  the  Company  for   sustained
 profitability.   The  restructuring  plan   entailed  the  closure  of   the
 Leominster,   Massachusetts   manufacturing   and   warehouse    facilities,
 reconfiguration  of  remaining  manufacturing  facilities,  a  reduction  in
 headcount and  a  realignment  of the  selling  process.  The  restructuring
 charges were accounted for  under EITF No. 94-3.   The Company identified  a
 total of 124 hourly  and salaried Leominster employees  to be terminated  in
 accordance  with   the   2001   restructuring   initiatives.   All   planned
 restructuring initiatives were completed in 2001.

      Restructuring reserves were determined  based on estimates prepared  at
 the time  the restructuring  actions were  approved by  management and  also
 reflect  any  subsequent  changes  in management  estimates.   Restructuring
 reserves of $1,616, as of September 27, 2003, are considered adequate. Total
 net cash outlays were  $546 in the thirty-nine  week period ended  September
 27, 2003.  Restructuring reserve balances as of December 28, 2002,  activity
 during the current period and restructuring reserve balances as of September
 27, 2003, were as follows:

                                         Reserve                   Reserve
                                        balance at   Amounts      balance at
                                         Dec. 28,    utilized      Sept. 27,
                                           2002      in 2003         2003
                                         -------     -------       -------
  Inventory                             $     27    $    (27)     $      -
  Leased plant and facilities              1,821        (487)        1,334
  Obsolete and duplicate leased assets       289         (57)          232
  Employee related costs                      52          (2)           50
                                         -------     -------       -------
                                        $  2,189    $   (573)     $  1,616
                                         =======     =======       =======

      As of  September 27,  2003, leased  plant  and facilities  reserves  of
 $1,334 are primarily related to future minimum lease payments on a partially
 vacated facility; obsolete and duplicate leased assets reserves of $232  are
 related to  future minimum  lease payments  on  machinery and  equipment  no
 longer used  in the  Company's manufacturing  process and  employee  related
 reserves of $50 are primarily related to employee severance and benefits.


 Note 8. Eagan Shutdown

      On July 29,  2003, the  Company announced  its intention  to close  its
 Eagan, Minnesota manufacturing and warehouse facility as of January 31, 2004
 ("Eagan Shutdown").  This  closure is being done  to reduce operating  costs
 and utilize capacity in  the Company's other  injection molding plants.  The
 Company  identified  a  total  of  approximately  130  hourly  and  salaried
 employees  to  be  terminated as part of the Eagan Shutdown.  The total cost
 of  the  Eagan  Shutdown is  expected to  be  about  $3.8  million of  which
 $1.8  million  is associated with the accelerated depreciation  of property,
 plant and equipment  that will be sold or abandoned  at the time the Company
 exits  the  Eagan  facility.  Remaining  expenditures  relate  primarily  to
 employee severance  and the relocation  of equipment and  inventory.   Eagan
 Shutdown charges for the thirteen  and thirty-nine weeks ended September 27,
 2003 are included in cost of goods sold.

                                     Thirteen     Thirty-nine
                                   weeks ended    weeks ended     Reserve
                                    Sept. 27,      Sept. 27,     balance at
                                      2003           2003        Sept. 27,
                                     Charge         Charge          2003
                                    --------       --------       --------
   Employee separations            $     552      $     552      $     552
   Other                                  16             16             12
                                    --------       --------       --------
   Total costs                     $     568      $     568      $     564
                                    --------       --------       --------
   Accelerated depreciation              729            969              -
                                    --------       --------       --------

   Total Eagan Shutdown charges    $   1,297      $   1,537      $     564
                                    ========       ========       ========

   The components  of the charge  for the thirty-nine  weeks ended  September
 27, 2003 included:

 * Employee  separation charges  associated with  approximately 130  salaried
   and hourly employees.  The majority of the separations are expected to  be
   completed during the fourth quarter of 2003;
 * Other costs  primarily relate  to minor  costs associated  with the  Eagan
   plant closure  and costs associated with  the relocation of equipment  and
   inventory that have been incurred; and
 * Charges associated  with the accelerated depreciation  of  property, plant
   and equipment that will be sold or abandoned at the time the Company exits
   the Eagan facility.

   Eagan Shutdown reserves will be re-evaluated as plans are being  executed.
 As a result, there may be changes in estimates.


 Note 9.  Income Taxes

      The Company uses  the asset  and liability method  of SFAS  No. 109  in
 accounting for income  taxes.   Under this  method deferred  tax assets  and
 liabilities are recognized for the  future tax consequences attributable  to
 temporary differences between  the financial statement  carrying amounts  of
 existing assets and liabilities and their respective tax bases, tax  credits
 and operating loss  carryforwards. Deferred tax  assets and liabilities  are
 measured using the enacted tax rates expected to apply to taxable income  in
 the years in which those temporary differences are expected to be  recovered
 or settled.

      SFAS No. 109 requires that a valuation allowance be established when it
 is more likely than not that  all or a portion  of deferred tax assets  will
 not be realized.  A review  of all available positive and negative  evidence
 needs  to  be  considered,  including  historical  earnings  and   projected
 operating results,  applicable net  operating loss  carryforward  expiration
 dates, and identified actions under the control of the Company in  realizing
 the associated  carryforward benefits.   It  further states  that forming  a
 conclusion that a valuation allowance is not needed is difficult when  there
 is negative evidence such as cumulative  losses in recent years and  current
 operating losses.  Therefore, cumulative and current operating losses  weigh
 heavily  in  the   overall  assessment.  The   Company  identified   several
 significant developments which it considered in  determining the need for  a
 full valuation allowance recorded in the third quarter of 2003.  As a result
 of the review undertaken at September  27, 2003, the Company concluded  that
 it was  appropriate to  establish a  full valuation  allowance for  its  net
 deferred tax assets.  Accordingly, the valuation allowance for deferred  tax
 assets increased from $22.6 million at  December 28, 2002, to  approximately
 $30.4 million at September  27, 2003.  In  addition, the Company expects  to
 provide a  full valuation  allowance on  future tax  benefits until  it  can
 sustain a level of  profitability that demonstrates  its ability to  utilize
 the deferred tax assets.


 Note 10. Segment of an Enterprise

      The Company  consists  of  a single  operating  segment  that  designs,
 manufactures  and  markets  quality  consumer  housewares   products.   This
 segmentation is based on  the financial information  presented to the  chief
 operating decision maker. The  following table sets forth  the net sales  by
 product category within the Company's single operating segment.

 Product Category Information - Net Sales

                                  Thirteen weeks         Thirty-nine weeks
                                       ended                   ended
                               ---------------------------------------------
                               Sept. 27,   Sept. 28,   Sept. 27,   Sept. 28,
                                 2003        2002        2003        2002
                                -------     -------    --------    --------
 General storage  ..........   $ 25,786    $ 27,077   $  67,399   $  61,289
 Laundry management  .......     20,847      24,866      57,298      69,977
 Closet storage  ...........      9,023       8,490      22,463      23,643
 Bathware  .................      3,336       5,122      10,643      15,501
 Kitchen storage  ..........      2,440       2,244       6,807       8,019
                                -------     -------    --------    --------
   Total net sales .........   $ 61,432    $ 67,799   $ 164,610   $ 178,429
                                =======     =======    ========    ========

 Major Customers

      The Company is dependent  upon a few customers  for a large portion  of
 its net sales. In the third quarter of 2003, three customers each  accounted
 for more  than 10%  of consolidated  net  sales.   The Company's  top  three
 customers, Walmart, Kmart and Target accounted for 30.6%, 30.5% and 11.4% of
 consolidated net sales, respectively,  in the third  quarter of 2003.  These
 same three customers accounted  for 30.2%, 30.4%  and 11.2% of  consolidated
 net sales, respectively,  during the thirty-nine  weeks ended September  27,
 2003.  In the third quarter of 2002 three customers each accounted for  more
 than 10% of consolidated  net sales.  Walmart,  Kmart, and Target  accounted
 for 32.4%,  28.2%  and  14.7%  of  the  Company's  consolidated  net  sales,
 respectively, in  the third  quarter of  2002.  These same  three  customers
 accounted  for  32.0%,   25.5%  and   14.2%  of   consolidated  net   sales,
 respectively, during the  thirty-nine weeks  ended September  28, 2002.  The
 loss of one of these customers could have a material effect on the  Company.
 No other customer accounted for more  than 10% of consolidated net sales  in
 either 2003 or 2002.


 Note 11. Insurance Claim

      On September 23, 2003 the Company's Reynosa, Mexico facility  sustained
 damage due to  a fire.   At September 27,  2003 prepaid  expenses and  other
 current assets include $1,043 and other non-current assets include $1,172 of
 receivables related to expected insurance recoveries.


 Note 12. Long-Term Debt

        On November 5, 2003 the Company entered into a contract to repurchase
 a portion of its high yield bonds.  Bonds with a face value of $5.5  million
 were purchased at a total cost of $4.0 million on November 10, 2003.


 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  notes  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 28, 2002.


 Critical Accounting Policies

      The Company has identified the most critical accounting  policies  upon
 which its  financial status  depends. The  Company determined  the  critical
 policies  by  considering accounting policies that involve the most  complex
 or subjective decisions or assessments. The Company states these  accounting
 policies in the notes to the annual consolidated financial statements and at
 relevant sections  in this  discussion and  analysis.   This discussion  and
 analysis  should  be  read  in  conjunction  with  the  Company's  condensed
 consolidated financial statements  and related notes  included elsewhere  in
 this report and in the Form 10-K.

   The  Company's most  critical accounting  policies are  those relating  to
 revenue recognition, allowance for  doubtful accounts, inventory  valuation,
 restructuring  reserves,  valuation  of  deferred  income  tax  assets   and
 valuation of long-lived  and intangible assets.  A summary  of the  critical
 accounting policies is as follows:

 * Revenue recognition.   The Company recognizes revenues and freight  billed
   to  customers upon  shipment and  after the  transfer of  all  substantial
   risks  of ownership.   Allowances  for  estimated returns,  discounts  and
   retailer programs are recognized when sales are recorded and are based  on
   various market  data, historical  trends and  information from  customers.
   Although  the  best  available  information  is  used  to  establish   the
   allowances,  such information  is often  based  on estimates  of  retailer
   recovery rates.  Retailer recovery can sometimes take up to several  years
   depending on  the particular program.   Allowances are reviewed  quarterly
   and are adjusted based on current estimates of retailer recovery.  Due  to
   changes in estimates, changes in retailer activity and the length of  time
   required  for many  programs  to run  their  course, it  is  possible  for
   allowance activity  to impact earnings  in either a  positive or  negative
   manner in any given period.

 * Allowance   for   Doubtful   Accounts.     The   Company   evaluates   the
   collectibility  of its  accounts  receivable  based upon  an  analysis  of
   historical trends, aging of accounts receivable, write-off experience  and
   credit evaluations of  selected high risk customers.  Delinquent  accounts
   are  written off  to  selling,  general and  administrative  expense  when
   circumstances  make  further  collection  unlikely.  In  the  event  of  a
   specific customer  bankruptcy or reorganization,  specific allowances  are
   established to write down accounts receivable to the level of  anticipated
   recovery.   The  Company  may  consult  with  third-party  purchasers   of
   bankruptcy receivables when establishing specific allowances.

 * Inventory valuation.  The Company values inventory at cost (not in  excess
   of  market)   determined  by  the   first-in,  first-out  (FIFO)   method.
   Inventory  costs  are  based  on  standard  costs,  adjusted  for   actual
   manufacturing  and raw  material purchase  price variances.   The  Company
   includes  materials, labor  and  manufacturing  overhead in  the  cost  of
   inventories.   Management regularly reviews  inventory for salability  and
   has established  obsolescence allowances to absorb  expected losses.   The
   Company also maintains allowances for inventory shrinkage.  At a  minimum,
   the Company  takes an  annual physical  inventory verifying  the items  on
   hand  and adjusting  its inventory  to physical  counts.   Periodic  cycle
   counting  procedures  are  used  to  verify  inventory  accuracy   between
   physical inventories.  In the interim periods, an allowance for  shrinkage
   is  established  based upon  historical  experience  and  recent  physical
   inventory results.   Inventory obsolescence and  shrinkage are charged  to
   cost of sales.

 * Restructuring  reserves.   The Company's  historical  policy has  been  to
   record  restructuring charges  for  certain costs  associated  with  plant
   closures  and   business  reorganization  activities   upon  approval   by
   management  with the  appropriate level  of authority  in accordance  with
   Emerging  Issues   Task  Force   ("EITF")  Issue   no.  94-3,   "Liability
   Recognition  for  Costs  to Exit  an  Activity  (Including  Certain  Costs
   Incurred in a  Restructuring)".  Such costs  were recorded as a  liability
   and  include  lease termination  costs,  employee  severance  and  certain
   employee termination benefits.   These costs were neither associated  with
   nor  do they  benefit continuing  business activities.   Inherent  in  the
   determination of these costs  were assessments related to the most  likely
   expected   outcome  of   the  significant   actions  to   accomplish   the
   restructuring.  The Company reviews the status of restructuring activities
   on  an  ongoing basis  and,  if  appropriate,  records  changes  based  on
   such  activities.   In  July  2002,  the  Financial  Accounting  Standards
   Board  ("FASB")  issued   Statement  of  Financial  Accounting   Standards
   ("SFAS") No. 146, "Accounting for  Costs Associated with Exit or  Disposal
   Activities".   This  standard  requires  costs  associated  with  exit  or
   disposal  activities  to  be  recognized  when  they  are  incurred.   The
   requirements of  SFAS No. 146 apply  prospectively to activities that were
   initiated after December 31, 2002.   The Company adopted this standard  in
   fiscal year  2003 and  has accounted for  the Eagan  facility shutdown  in
   accordance with SFAS No. 146.

 * Valuation of Deferred Income Tax Assets.  The Company regularly  evaluates
   its ability  to recover the  reported amount of  our deferred tax  assets.
   The evaluation  considers several factors, including  our estimate of  the
   likelihood  that we  will generate  sufficient  taxable income  in  future
   years in  which temporary differences reverse.   This evaluation is  based
   primarily  on our  historical earnings  and projected  operating  results,
   applicable  net   operating  loss  carryforward   expiration  dates,   and
   identified  actions under  the control  of the  Company in  realizing  the
   associated carryforward benefits.

   The Company currently  has significant deferred tax assets resulting  from
   net operating  loss carryforwards,  anticipated net  operating losses  and
   other deductible temporary  differences, which  may reduce taxable  income
   in  future  periods  to the extent the Company generates profits.  Because
   the realization of the deferred tax assets was not considered  more likely
   than not,  the  Company established a  full valuation  allowance  for  its
   remaining deferred tax assets and recognized a $7.8  million charge during
   the third quarter of 2003.

 * Valuation of Long-Lived and  Intangible Assets.  The Company assesses  the
   recoverability  of  long-lived assets whenever  it  determines that events
   or changes  in  circumstances  indicate  that  their  carrying amount  may
   not  be  recoverable.  In  accordance  with generally accepted  accounting
   principles,  indefinite lived  intangible  assets are  subject  to  annual
   impairment tests.   The Company's assessments  and impairment testing  are
   primarily based upon management estimates of future cash flows  associated
   with  these  assets.   Based   on  the  Company's  assessments,  we   have
   determined that  there has not been  a material impairment  of any of  our
   long-lived assets  or intangible assets.   However,  should the  Company's
   operating  results deteriorate, we  may  determine  that some  portion  of
   our  long-lived  tangible  or  intangible   assets  are   impaired.   Such
   determination  could result  in  non-cash charges  that  could  materially
   affect  the  Company's  consolidated  financial  position  or  results  of
   operations for that period.

 Thirteen weeks ended September 27, 2003 compared to the thirteen weeks ended
 September 28, 2002

      In the discussion and analysis that follows, all references to 2003 are
 for the thirteen week period ended September 27, 2003 and all references  to
 2002 are for the thirteen week period ended September 28, 2002.

      The following discussion and analysis  compares the actual results  for
 the third quarter of  2003 to the  actual results for  the third quarter  of
 2002 with reference to the following  (in thousands, except earnings  (loss)
 per share; unaudited):

                                                 Thirteen weeks ended
                                        --------------------------------------
                                        September 27, 2003  September 28, 2002
                                        ------------------  ------------------
 Net sales ...........................   $ 61,432  100.0%    $ 67,799  100.0%
 Cost of goods sold ..................     54,492   88.7       51,271   75.6
 Special (income), net ...............          -      -          (73)  (0.1)
                                          -------  -----      -------  -----
   Gross profit ......................      6,940   11.3       16,601   24.5

 Selling, general and
   administrative expenses............      7,176   11.7        7,460   11.0
 Amortization of intangible assets....        126    0.2          127    0.2
 Restructuring and other charges, net.          -      -            -      -
                                          -------  -----      -------  -----
   Operating profit (loss) ...........       (362)  (0.6)       9,014   10.3

 Interest expense ....................     (3,384)  (5.5)      (3,432)  (5.1)
 Other income, net ...................        737    1.2          644    0.9
                                          -------  -----      -------  -----
   Earnings (loss) before income taxes     (3,009)  (4.9)       6,226    9.1

 Income tax expense ..................     (7,786) (12.7)        (133)  (0.2)
                                          -------  -----      -------  -----
   Net earnings (loss)  ..............   $(10,795) (17.6%)   $  6,093    8.9%
                                          =======  =====      =======  =====
 Net earnings (loss) per share:
   Basic  ............................     $(1.35)              $0.78
   Diluted  ..........................     $(1.35)              $0.74

 Weighted average common shares
  outstanding:
   Basic  ............................      7,978               7,796
   Diluted  ..........................      7,978               8,259

      Net sales.   Net  sales of  $61.4 million  in 2003  were down  9.4%  as
 compared to net sales in 2002 of $67.8 million.  Net sales declined  between
 periods due primarily  to Kmart store  closures, selling  price declines  in
 response to competitive  pressures and  a decline  in shelf  space at  other
 customers.  In  January 2003,  Kmart announced  the closure  of 326  stores,
 approximately 18% of their total store count.   Most of the stores had  been
 closed by the  end of  April.  This  resulted in  a reduction  in net  sales
 between periods of  about $2.7 million.   Selling prices  were $2.0  million
 lower than in the third quarter of 2002 due to competitive price challenges.
 In addition, shelf space was lost at certain customers as we failed to  meet
 price challenges on low margin items.  Laundry sales in the third quarter of
 2003 were down 16% compared to a year ago  due in part to lost market  share
 and pricing  actions related  to far  east imports.   Changes  in  estimates
 related to retailer recovery of deductions and customer programs resulted in
 a reduction of sales allowances between periods.  Such program and deduction
 expenses, which are  recorded as a  reduction of gross  sales, were 5.7%  of
 gross sales in 2003 and 8.4% of gross sales in 2002.  The Company's customer
 concentration improved slightly  from a year  ago.  Sales  to the top  three
 customers were 72.5% of net sales in 2003 as compared to 75.3% in the  prior
 period.

   Gross profit.   The Company's gross profit in  the third quarter was  $6.9
 million in  2003 as  compared to  $16.6  million in  2002 and  gross  profit
 margins decreased to 11.3% of net sales from 24.5% a year ago.  Contributing
 factors to the decline in margins were as follows:

   *  The increased cost of plastic resin.  Plastic resin increased $0.06 per
      pound in the third  quarter as compared to  the third quarter of  2002,
      resulting in a $3.1 million cost  increase (500 basis point decline  in
      margins).
   *  Selling price decreases of $2.0 million.
   *  Changes in product mix towards  lower margin general storage  products.
      General storage products accounted for 42% of total sales, up from  40%
      a year ago.  General storage is our largest sales product line and also
      has the  lowest margins.   The  continuing  mix shift  towards  general
      storage and  away  from laundry  and  bath  had a  negative  impact  on
      margins.
   *  Lower sales levels in the period  meant reduced production volume  over
      which to absorb fixed manufacturing costs.
   *  Costs related  to the  closure of  the Eagan,  Minnesota  manufacturing
      facility were $1.3  million.  These  costs include employee  separation
      charges of $0.6 million, and $0.7 million  of charges  associated  with
      the accelerated depreciation of property, plant and equipment that will
      be sold or abandoned at the time the Company exits the facility.

      Special (income),  net.  No  such income  was  recorded  in  the  third
 quarter of 2003.  In the third quarter of 2002, the company recorded  income
 from Special Charges of  $0.1 million.  The  income resulted from the  final
 closeout of  discontinued inventories  related to  the 2001  closure of  the
 Company's former Leominster manufacturing facility.

      Selling,  general,   administrative   expenses  and   amortization   of
 intangible   assets.   Selling,   general,   administrative   expenses   and
 amortization of intangible  assets decreased to  $7.3 million  in 2003  from
 $7.6 million  in 2002.   As  a percentage  of net  sales, selling,  general,
 administrative expenses and amortization  of intangible assets increased  to
 11.9% in  2003 from  11.2% in  2002.   Selling, general  and  administrative
 expenses  decreased  primarily  due   to  reduced  incentive   compensation.
 Amortization of intangible assets in 2003 was unchanged from a year ago.

      Restructuring and  other charges,  net.   There  were no  such  charges
 recorded in the  third quarter of  2003.  In  connection with the  Company's
 2000 restructuring plan, which  was announced during  the fourth quarter  of
 2000, changes in management estimates were recorded in the third quarter  of
 2002.  Charges  of $0.3 million  and $0.1 million  were recorded related  to
 litigation on the early termination of a lease and employee benefit  related
 costs respectively.  Other costs of $0.4 million were reversed to income due
 to the favorable resolution of customer accruals.

      Interest expense.  Interest expense of $3.4 million in 2003 was flat to
 the prior year period.  There  were no variable rate borrowings  outstanding
 during the third quarter.

      Other income.  Other income of  $0.7 million in 2003 primarily  relates
 to a $0.9 million gain  on the purchase of  the Company's high yield  bonds.
 The Company used its revolving line of credit to buyback bonds at a discount
 to face value.  In 2002, other  income relates to  the final purchase  price
 settlement of the 2001 sale of the Company's servingware product line  ($0.7
 million).

      Income tax expense.  The income  tax provision in 2003 includes a  $7.8
 million increase  in  the Company's  valuation  allowance for  deferred  tax
 assets.  The increase  in the valuation allowance  means that the  Company's
 deferred tax assets are  now completely reserved.   Such allowance  reflects
 the uncertain nature of future taxable income and management's determination
 that it is more likely than not that all of the deferred tax assets may  not
 be realized.  In 2002, the tax provision relates to state and foreign taxes.
 No federal  income tax  expense was  recorded in  either period  due to  the
 Company's significant  tax loss  carryforwards.   At December  28, 2002  the
 Company had tax  loss carryforwards of  $35 million, which  expire in  years
 2010 through  2020,  which  may be  used  to  reduce taxes  in  the  future.
 However, there is  no assurance  that future  income will  be sufficient  to
 utilize these tax loss carryforwards.

      Net earnings (loss).  In  the  third  quarter  of 2003, the Company had
 a net loss of $10.8  million primarily due to increased valuation allowances
 for deferred tax assets, increased raw  material costs and lower net  sales.
 This resulted in a loss per diluted share of ($1.35).  In the third  quarter
 of 2002,  the Company had net earnings of $6.1 million, or $0.74 per diluted
 share.

      The diluted weighted average number of shares outstanding decreased  to
 7,978,326 in  2003 from  8,258,516  in  2002.  In  2003,  dilutive  options,
 warrants and restricted stock are not included in the computation of diluted
 weighted average shares  outstanding because  the assumed  exercise of  such
 equivalents would have reduced the loss per share.


 Thirty-nine weeks ended September 27, 2003 compared to the thirty-nine weeks
 ended September 28, 2002

      In the discussion and analysis that follows, all references to 2003 are
 for the thirty-nine week period ended September 27, 2003 and all  references
 to 2002 are for the thirty-nine week period ended September 28, 2002.

      The following discussion and analysis  compares the actual results  for
 2003 to the  actual results  for 2002 with  reference to  the following  (in
 thousands, except earnings (loss) per share; unaudited):


                                                Thirty-nine weeks ended
                                        --------------------------------------
                                        September 27, 2003  September 28, 2002
                                        ------------------  ------------------
 Net sales ...........................   $164,600  100.0%    $178,429  100.0%
 Cost of goods sold ..................    141,376   85.9      133,597   74.9
 Special (income), net ...............          -      -          (73)  (0.0)
                                          -------  -----      -------  -----
   Gross profit ......................     23,234   14.1       44,905   25.1

 Selling, general and
   administrative expenses............     22,790   13.8       22,965   12.9
 Amortization of intangible assets....        378    0.2          380    0.2
 Restructuring and other charges, net.          -      -            -      -
                                          -------  -----      -------  -----
   Operating profit ..................         66    0.1       21,560   12.0

 Interest expense ....................    (10,312)  (6.3)     (10,370)  (5.7)
 Other income, net ...................        806    0.5          501    0.3
                                          -------  -----      -------  -----
   Earnings (loss) before income taxes     (9,440)  (5.7)      11,691    6.5

 Income tax expense ..................     (7,830)  (4.8)        (433)  (0.2)
                                          -------  -----      -------  -----
   Net earnings (loss) ...............   $(17,270) (10.5%)   $ 11,258    6.3%
                                          =======  =====      =======  =====
 Net earnings (loss) per share:
   Basic .............................     $(2.17)              $1.45
   Diluted ...........................     $(2.17)              $1.37

 Weighted average common shares
  outstanding:
   Basic .............................      7,973               7,785
   Diluted ...........................      7,973               8,217


      Net sales.   Net sales  of $164.6  million in  2003 were  down 7.7%  as
 compared to net sales in 2002 of $178.4 million.  Net sales declined between
 periods due primarily  to Kmart store  closures, selling  price declines  in
 response to  competitive  pressures,  a decline  in  shelf  space  at  other
 customers, and a weak retailer environment in the first quarter of 2003.  In
 January 2003, Kmart announced the closure  of 326 stores, approximately  18%
 of their total store count.  Most of the  stores had been closed by the  end
 of April.   This resulted in  a reduction in  net sales  between periods  of
 about $8.0 million.  Selling prices were $4.0 million lower than in the year
 ago period due to  competitive price challenges.   In addition, shelf  space
 was lost at certain customers as we failed to match low price challenges  on
 low margin items.   Laundry sales  in the first  nine months  were down  18%
 compared to a year ago due in part to lost market share and pricing  actions
 related to  far east  imports.   Changes in  estimates related  to  retailer
 recovery of  deductions and  customer programs  resulted in  a reduction  of
 sales allowances  between periods.   Such  program and  deduction  expenses,
 which  are  recorded  as  a  reduction  of  gross sales,  were 6.6% of gross
 sales in  2003  and 8.8% of gross  sales in  2002.  The  Company's  customer
 concentration was  unchanged  from a  year  ago.   Sales  to the  top  three
 customers were 72% of net sales in both periods.

   Gross profit.  The Company's gross profit  in the thirty-nine week  period
 was $23.2 million in  2003 as compared  to $44.8 million  in 2002 and  gross
 profit margins  decreased to  14.1% of  net  sales from  25.1% a  year  ago.
 Contributing factors to the decline in margins were as follows:

   *  The increased cost of plastic resin.  Plastic resin increased $0.07 per
      pound in the nine-month  period as compared to  the same period a  year
      ago, resulting in a $9.6 million cost increase (580 basis point decline
      in margins).
   *  Selling price decreases of $4.0 million.
   *  Changes in product mix towards  lower margin general storage  products.
      General storage products accounted for 41% of total sales, up from  34%
      a year ago.  General storage is our largest sales product line and also
      has the  lowest margins.   The  continuing  mix shift  towards  general
      storage and  away  from laundry  and  bath  had a  negative  impact  on
      margins.
   *  Lower sales levels in the period  also meant reduced production  volume
      over which to absorb fixed manufacturing costs.
   *  Costs related  to the  closure of  the Eagan,  Minnesota  manufacturing
      facility were $1.5  million.  These  costs include employee  separation
      charges of $0.6 million, and $0.9  million of charges  associated  with
      the accelerated depreciation of property, plant and equipment that will
      be sold or abandoned at the time the Company exits the facility.

      Special (income), net.  No such income was  recorded in 2003.  In 2002,
 the Company  recorded income  from Special  Charges of  $0.1  million.   The
 income resulted from the final closeout of discontinued inventories  related
 to the  2001  closure  of  the  Company's  former  Leominster  manufacturing
 facility.

      Selling,  general,   administrative   expenses  and   amortization   of
 intangible   assets.   Selling,   general,   administrative   expenses   and
 amortization of intangible assets  decreased to $23.2  million in 2003  from
 $23.3 million in  2002.   As a percentage  of net  sales, selling,  general,
 administrative expenses and amortization  of intangible assets increased  to
 14.0% in  2003 from  13.1% in  2002.   Selling, general  and  administrative
 expenses were  impacted  by  premiums associated  with  accounts  receivable
 insurance as  well as  professional fees  related to  corporate  governance,
 Sarbanes-Oxley matters and  the pursuit of  antidumping relief.   Offsetting
 these expense  increases were  declines in  incentive compensation  expense,
 warehousing costs and bad debt expense.   Amortization of intangible  assets
 in 2003 was unchanged from a year ago.

      Restructuring and  other charges,  net.   There  were no  such  charges
 recorded in 2003.  In connection with the Company's 2000 restructuring plan,
 which was announced during the fourth quarter of 2000, changes in management
 estimates were  recorded in  the third  quarter of  2002.   Charges of  $0.3
 million and $0.1 million  were recorded related to  litigation on the  early
 termination of  a lease  and employee  benefit related  costs  respectively.
 Other costs of  $0.4 million were  reversed to income  due to the  favorable
 resolution of customer accruals.

      Interest expense.  Interest expense of $10.3 million in the thirty-nine
 week period was  essentially unchanged from  the prior year  period.   There
 were no variable  rate borrowings outstanding  during the first  thirty-nine
 weeks of 2003.

      Other income.  Other income of  $0.8 million in 2003 primarily  relates
 to a $0.9 million gain on the repurchase of the Company's high yield  bonds.
 The Company used its revolving line of credit to buyback bonds at a discount
 to face value.  In 2002, other  income relates to  the final purchase  price
 settlement of the 2001 sale of the Company's servingware product line  ($0.7
 million).

      Income tax expense.  The income  tax provision in 2003 includes a  $7.8
 million increase  in  the Company's  valuation  allowance for  deferred  tax
 assets.  The increase  in the valuation allowance  means that the  Company's
 deferred tax assets are  now completely reserved.   Such allowance  reflects
 the uncertain nature of future taxable income and management's determination
 that it is more likely than not that all of the deferred tax assets may  not
 be realized.  In 2002, the tax provision relates to state and foreign taxes.
 No federal  income tax  expense was  recorded in  either period  due to  the
 Company's significant  tax loss  carryforwards.   At December  28, 2002  the
 Company had tax  loss carryforwards of  $35 million, which  expire in  years
 2010 through  2020,  which  may be  used  to  reduce taxes  in  the  future.
 However, there is  no assurance  that future  income will  be sufficient  to
 utilize these tax loss carryforwards.

      Net earnings  (loss).   In  the first  thirty-nine  weeks of  2003  the
 Company had a net loss of $17.3 million primarily due to increased valuation
 allowances for deferred tax assets, increased  raw material costs and  lower
 net sales.  This resulted in a loss per diluted share  of  ($2.17).  In  the
 comparable period  of  2002,  the Company had net earnings of $11.3 million,
 or $1.37 per diluted share.

      The diluted weighted average number of shares outstanding decreased  to
 7,973,434 in  2003 from  8,216,783  in  2002.  In  2003,  dilutive  options,
 warrants and restricted stock are not included in the computation of diluted
 weighted average shares  outstanding because  the assumed  exercise of  such
 equivalents would have reduced the loss per share.


 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.

      The Company's cash and  cash equivalents decreased  to $2.8 million  at
 September 27, 2003 from $4.0 million at December 28, 2002.  The decrease  in
 cash since December 28,  2002 is primarily the  result of the Company's  buy
 back of  high yield  bonds and  the Company's  year-to-date operating  loss.
 Bonds with a face value of $3.5 million have been purchased at a total  cost
 of $2.6 million.  Although the Company reported a $17.3 million loss for the
 first thirty-nine  weeks, $15.3  million of  the  loss relates  to  non-cash
 charges for depreciation, amortization and valuation allowances for deferred
 tax assets.  Most of  the cash reduction caused  by the decline in  earnings
 was offset by  reductions in working  capital.   Working capital  (excluding
 cash and short term debt) at September 27, 2003 was down $11.4 million  from
 December 28, 2002.  Receivables decreased  $14.0 million due to lower  sales
 in the third  quarter of  2003 as  compared to  the fourth  quarter of  2002
 primarily attributable  to  a seasonal  reduction  in the  Company's  sales.
 Inventories increased $5.1  million in the  thirty-nine week  period due  to
 seasonal builds for  the higher fourth  quarter shipping  period.   Accounts
 payable increased $3.7 million in line  with inventory increases and  higher
 raw material  costs.   Accrual balances  declined  $3.3 million  during  the
 thirty-nine week period due to the payment of various annual volume  rebates
 and other sales program incentives.

      Capital spending in  the thirty-nine week  period was  $5.0 million  as
 compared to $3.6 million in the comparable period of 2002.  Capital spending
 was primarily  related to  new product  tooling  and normal  replacement  of
 equipment.

      The Company believes its $50 million line of credit, together with  its
 existing cash and cash flow from operations, will provide sufficient capital
 to fund operations,  make required  interest payments  and meet  anticipated
 capital spending needs for the next 12 months.  No line of credit borrowings
 were outstanding  at September  27, 2003,  but there  were approximately  $3
 million in issued letters of credit.  Total borrowing availability under the
 line of  credit was  $47  million.  There  are  no required  debt  principal
 repayments until May 2008.

      The Company was in compliance with  all loan covenants as of  September
 27, 2003.

      During the  third quarter  of 2003  the  Company's Board  of  Directors
 authorized the buyback  of up to  $15 million of  the Company's  outstanding
 high yield bonds.   As  of September 27,  2003 the  Company had  repurchased
 bonds at a cost of $2.6 million.

      On July 31,  2003, the Company  and Fleet  Capital Corporation  entered
 into several amendments to  the Company's existing  $50 million asset  based
 senior loan facility.  The amendments extend the life of the facility by  29
 months  to  March  31,  2008  and  also  provide  expanded  definitions   of
 availability.   The  amendments  added  approximately  $13  million  to  net
 availability under the senior loan facility.

      On September  19,  2003,  the Company  and  Fleet  Capital  Corporation
 entered into a fourth amendment to the Company's existing $50 million  asset
 based senior  loan  facility.   The  amendment significantly  decreased  the
 Company's  one  financial  covenant,   cash  interest  coverage  ratio,   to
 accommodate management's  forecast of  future  operating results.  The  cash
 interest coverage ratio was  reduced from 1.25 to  0.70 as of September  27,
 2003, the end  of the  Company's third fiscal  quarter.   The cash  interest
 coverage ratio will remain at 0.70 until June 2004 at which point the  ratio
 begins a quarterly increase until it returns to the 1.25 level in June 2005.
 The amendment had no impact on the Company's borrowing base, line of  credit
 or interest rates.  For a definition  of cash interest coverage ratio as  it
 is used in the senior loan  facility refer, to the Company's Current  Report
 on Form 8-K filed on September 24, 2003.

      The following is  a table  providing the  aggregate annual  contractual
 obligations of the  Company including  debt, capital  lease obligations  and
 future minimum rental  commitments under operating  leases at September  27,
 2003 and the effect such obligations  are expected to have on our  liquidity
 and cash flows in future periods.

                                            Payments due by period
                                            ----------------------
                                                (in thousands)
                                                                       After
   Contractual Obligations      Total   1 year  2-3 years  4-5 years  5 years
   -----------------------     -------   -----    ------     -------   ------
 Long-term debt               $121,500  $    -   $     -    $121,500  $     -
 Capital lease obligations      14,127     949     1,873       1,847    9,458
 Minimum rental commitments
   under operating leases       21,070   5,742     8,677       4,730    1,921
                               -------   -----    ------     -------   ------
 Total contractual
   cash obligations           $156,697  $6,691   $10,550    $128,077  $11,379
                               =======   =====    ======     =======   ======


                                 Financing commitments expiring by period
                                 ----------------------------------------
                                             (in thousands)
                                                                       After
                                Total  1 year  2-3 years  4-5 years  5 years
                                -----   -----    ------     -------   ------
 Standby letters of credit     $3,000  $3,000   $     -    $      -  $     -
                                =====   =====    ======     =======   ======


      The Company has  entered into commitments  to purchase certain  minimum
 annual volumes of  plastic resin at  formula-based prices.   The  agreements
 expire  in  December  2003  and   December  2004.  Future  related   minimum
 commitments to purchase  plastic resin, assuming  current price levels,  are
 $13 million  in 2003  and $35  million  in 2004.   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.  See "Item 3 Quantitative and  Qualitative
 Disclosures About Market Risk" - Commodity Risk,  which  is incorporated  by
 reference to this section, for further details.


 Management Outlook and Business Risks

 * The Company's  largest customer in 2002  and during the first  thirty-nine
   weeks  of 2003  was Kmart.   The  Company's net  sales to  Kmart were  $74
   million in  fiscal year 2002  and $50.1 million  in the first  thirty-nine
   weeks  of 2003.   In  January 2003,  Kmart announced  the closure  of  326
   stores, approximately 18% of their total store count.  The store  closings
   have resulted  and will likely continue  to result in  a reduction in  net
   sales to  Kmart in 2003 as  compared to 2002. In  May 2003, Kmart  emerged
   from  bankruptcy  with  secured financing  of  $2  billion.  As  in  2002,
   opportunities exist  to further  expand our  business with  Kmart.   These
   will  be  considered   in  light  of  Kmart's  financial  situation,   our
   manufacturing  capacity levels  and other  factors deemed  appropriate  by
   management.  Given the dynamic nature and the size of the Company's  sales
   to Kmart, future results  may be either favorably or unfavorably  impacted
   by any number of factors related to the retailer.

 * Historically, plastic  resin has represented approximately  20% to 25%  of
   the Company's  cost of  goods sold.   In  the first  thirty-nine weeks  of
   2003, the percentage  increased to 31% due  to higher plastic resin  costs
   and usage.   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.  Resin costs in  the
   first thirty-nine weeks of 2003 were approximately $0.07 per pound  higher
   than our  5 year historic averages  and $0.08 per  pound over last  year's
   comparable period.  Resin costs are expected  to increase slightly  during
   the remainder of 2003 and into  2004. We expect that fourth quarter  costs
   could be $0.07-$0.09 per pound over historic averages and $0.03-$0.04  per
   pound over  last year's  fourth quarter.   We expect  that fourth  quarter
   results  in 2003  as  compared to  the  fourth  quarter of  2002  will  be
   negatively  affected.   While we  will make  every effort  to recover  the
   higher cost  of plastic  resin, there is  no assurance  that future  resin
   cost increases can be passed on to customers

 * On July 29, 2003, the Company announced its intention to close its  Eagan,
   Minnesota manufacturing  and warehouse facility  as of  January 31,  2004.
   This closure is being done to reduce operating costs and utilize  capacity
   in the Company's  other injection molding plants.   The total cost of  the
   closing is expected  to be about $3.8 million  of which $1.8 million  will
   relate to  non-cash net asset writedowns.   Remaining expenditures  relate
   primarily  to employee  severance  and  the relocation  of  equipment  and
   inventory.   The  Company expects  to  realize annual  cash savings  as  a
   result of the plant closing and currently estimates that the cash  savings
   in  the first  year  will be  approximately  $2 million  (excluding  plant
   closing  costs).   However,  the  process of  closing  facilities,  moving
   equipment  and reallocating  production  and sourcing  capabilities  often
   involves  unforeseen  difficulties  and  may  require  a  disproportionate
   amount  of  the   Company's  financial  and  other  resources,   including
   management time.  Accordingly, there can be no assurance that the  Company
   will  not   incur  unanticipated   plant  closing   costs  or   experience
   unanticipated difficulties  and costs  associated with  the relocation  of
   equipment or the manufacture or  sourcing of products, any of which  could
   have a material adverse effect on the Company's anticipated cash savings.

 * The Company currently  manufacturers the majority of its laundry  products
   in  the   U.S.  and   Mexico.   Management   believes  that  its   current
   manufacturing structure  provides increased flexibility  to meet  customer
   needs.  All of the  Company's laundry competitors rely heavily on  foreign
   sourced  products.   Such products  are  sourced from  several  countries,
   including  a  significant  portion  from  China.   These  foreign  sourced
   competitive products  have been introduced at  selling prices below  ours.
   This has caused our profit margins  and market share to decline.  We  have
   initiated many cost  cutting and other steps  to protect our market  share
   and profit  margins and have  begun to aggressively  explore and  increase
   the importation of certain laundry products.  We will continue to  analyze
   the  competitiveness of  our North  American based  laundry  manufacturing
   operations.  In addition to continuing cost cutting measures, the  Company
   filed an action with the U.S. International Trade Commission and the  U.S.
   Department  of  Commerce  on  June 30,  2003  seeking relief  from a surge
   in  the  importation  of  illegally  priced Chinese  ironing  boards.  The
   Company's petition  demands the imposition  of antidumping  duties on  the
   imported  Chinese  ironing  boards.  The  Company  intends  to  vigorously
   pursue this  matter, which may  require it to  devote financial and  other
   resources, including management  time and increased legal expense.   There
   can be no assurance as to the timing or outcome of this proceeding.

 * During  2002, Congress  enacted  legislation designed  to  provide  higher
   standards of  corporate governance.  While  the legislation provides  many
   good  measures  to  protect  shareholders,  it  also will add  to our cost
   of operations  and  the  cost of  retaining  competent  Board members.  We
   estimate that  the cost  of compliance with  the new  legislation and  the
   increased  costs  associated   with  our  Board  of  Directors  will   add
   approximately $0.5 million to our operating expenses in 2003.

 * As a  result of  operating losses  and restructuring  write-offs in  prior
   years,  the  Company  has  significant  tax  loss   carryforwards.   These
   carryforwards may  be used  to reduce  taxable income  in  future periods.
   The Company  had tax loss  carryforwards of $35  million (amount  includes
   carryforwards of $9 million  subject to annual limitation) as of  December
   28, 2002.  The tax loss carryforwards are expected to increase in 2003.

 * The Company  is highly  leveraged with  total debt  representing over  two
   times our net tangible assets.  Although all of the Company's  outstanding
   debt at  September 27, 2003 is  at fixed rates,  any deterioration in  our
   business could lead to additional borrowings at adjustable rates.  Thus  a
   deterioration  of our  business  combined  with a  significant  change  in
   interest  rates   could  materially   impact  earnings   and  cash   flow.
   Furthermore,  the  financial  and  operating  covenants  related  to   the
   Company's debt agreements  place some restrictions on operations.   During
   all of 2002  and during the first thirty-nine  weeks of 2003, the  Company
   operated within its financial  and operating covenants, which were amended
   during the third quarter of 2003,  and  expects  to  continue  to  operate
   within the covenants during the fourth quarter  of  2003  and fiscal  year
   2004.

 * The Company's  financing arrangements and  financial covenants with  Fleet
   Capital  take  into  account seasonal  fluctuations  and  changes  to  the
   Company's  collateral  base.   Because  the   financing  is  asset  based,
   availability  of funds  to  borrow is  dependent  on the  quality  of  the
   Company's asset  base, primarily its  receivables and  inventory.   Should
   Fleet Capital  determine that such  assets do not  meet the bank's  credit
   tests,  availability  can  be  restricted.   Given  the  Company's  retail
   customer base,  it is possible  that certain customers  could be  excluded
   from the asset base thus reducing credit availability.

 * Given  the Company's  line of  credit  availability, management  may  from
   time-to-time  look at  opportunities  to buy  its  high  yield  bonds.   A
   buyback might be done  if such transactions are accretive to  shareholders
   through either a reduction of interest expense or a buyback of bonds at  a
   discount.

 * Management   believes   that   acquisitions   provide  an  opportunity  to
   meaningfully  grow the Company's sales and profits.  We expect to consider
   acquisition opportunities that are synergistic to existing operations.


 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 thirteen  and
 thirty-nine weeks ended September 27, 2003,  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-two week
 period ended December 28, 2002.

      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. The  cost of these items is affected  by
 many factors outside  of the Company's  control and changes  to the  current
 trends are possible. See "Management Outlook and Business Risks" above.

      The Company has  entered into commitments  to purchase certain  minimum
 annual volumes of  plastic resin at  formula-based prices.   The  agreements
 expire  in  December  2003  and   December  2004.  Future  related   minimum
 commitments to purchase  plastic resin, assuming  current price levels,  are
 $13 million in 2003 and $35 million in 2004. 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. In the  event there is  a major  change in  economic
 conditions affecting  the  Company's  overall annual  plastic  resin  volume
 requirements, the  Company and  the vendor  will mutually  agree on  how  to
 mitigate the effects on both parties.   Mitigating actions include  deferral
 of product  delivery within  the agreement  term, agreement  term  extension
 and/or elimination of excess quantities without liability.


 Item 4. Controls and Procedures

      Maintenance  of  Disclosure  Controls  and  Procedures.    The  Company
 maintains disclosure controls  and procedures  that are  designed to  ensure
 that information  required to  be disclosed  in the  Company's Exchange  Act
 reports is  recorded, processed,  summarized and  reported within  the  time
 periods specified in  the rules  and forms  of the  Securities and  Exchange
 Commission, and that  such information  is accumulated  and communicated  to
 Company management, including its principal executive officer and  principal
 financial officer,  as  appropriate,  to allow  timely  decisions  regarding
 required disclosure.

      Limitations of Disclosure  Controls and Procedures.   In designing  and
 evaluating the disclosure controls and procedures, the Company's management,
 including its principal executive  officer and principal financial  officer,
 recognized that any controls and procedures, no matter how well designed and
 operated, can  provide only  reasonable, not  absolute, assurance  that  the
 control system's objectives will be met. Because of the inherent limitations
 in all  control systems,  no  controls and  no  evaluation of  controls  can
 provide absolute assurance that all control  issues and instances of  fraud,
 if any, within the  Company have been  detected. These inherent  limitations
 include  the  realities  that  judgments  in  designing,  implementing   and
 evaluating controls can be faulty, and that breakdowns can occur because  of
 simple error or mistake. Controls can also be circumvented by the individual
 acts of some persons, by collusion of  two or more people, or by  management
 override of the controls. The design of  any system of controls is based  in
 part upon certain  assumptions about the  likelihood of  future events,  and
 there can be  no assurance  that any design  will succeed  in achieving  its
 stated goals under all potential future conditions. Over time, controls  may
 become inadequate because of changes in  conditions or deterioration in  the
 degree of compliance with  policies or procedures.  Because of the  inherent
 limitations in a cost-effective control  system, misstatements due to  error
 or fraud may occur and may not be detected.

    Quarterly Review.  Under the supervision  and with  the participation  of
 the  Company's  management,  including  the  Company's  principal  executive
 officer and principal financial officer, the Company conducted an evaluation
 of its disclosure  controls and procedures,  as such term  is defined  under
 Rule 12a-14  promulgated  under the  Securities  Exchange Act  of  1934,  as
 amended, as of September 27, 2003.  Based on that evaluation, the  Company's
 principal executive officer and principal financial officer concluded  that,
 as of the  date of such  evaluation, the Company's  disclosure controls  and
 procedures were adequate  and designed to  ensure that material  information
 relating to the Company and its consolidated subsidiary would be made  known
 to  them  by  others within  those entities, particularly during the periods
 when periodic reports under the Exchange Act are being prepared.

    Changes in internal  control  over  financial reporting.  There  were  no
 changes  in  the  Company's  internal  control  over  financial   reporting,
 identified in connection with the evaluation of such control, that  occurred
 during the  fiscal  quarter  covered by  this  report  that  has  materially
 affected, or  is  reasonably  likely to  materially  affect,  the  Company's
 internal control over financial reporting.

 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  Business Risks" 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.  Forward-looking statements generally may  be
 identified by  the  use  of terminology  such  as  "may,"  "will,"  "could,"
 "should," "potential," "continue,"  "expect," "intend," "plan,"  "estimate,"
 "anticipate," "believe," or similar phrases or the negatives of such  terms.
 Such statements  are  based on  management's  current expectations  and  are
 subject to risks, uncertainties and assumptions, including those  identified
 below and in the  foregoing "Business Risks," as  well as other matters  not
 yet known  to  the Company  or  not  currently considered  material  by  the
 Company, 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 Company's dependence on a few large customers
      * price fluctuations in the raw materials used by the Company,
        particularly plastic resin
      * unanticipated plant closing costs
      * unanticipated difficulties and costs associated with the relocation
        of equipment and the manufacture or sourcing of products
      * competitive conditions in the Company's markets
      * general economic conditions and conditions in the retail environment
      * the impact of the level of the Company's indebtedness
      * restrictive covenants contained in the Company's various debt
        documents
      * 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)
      * our ability to develop and introduce new products and product
        modifications necessary to remain competitive
      * other factors discussed in "Management Outlook and Business Risks"
        above

      Given these risks  and uncertainties,  investors are  cautioned not  to
 place undue  reliance on  such forward-looking  statements.  Forward-looking
 statements do not  guarantee future  performance.   The Company's  operating
 results may fluctuate, especially when measured  on a quarterly basis.   The
 Company  undertakes  no  obligation  to  republish  revised  forward-looking
 statements to reflect events  or circumstances after the  date hereof or  to
 reflect the occurrence of unanticipated events.   Readers are also urged  to
 carefully review and consider the various disclosures made by the Company 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.  Such reports  attempt
 to advise  interested  parties of  the  factors that  affect  the  Company's
 business.


 PART II. OTHER INFORMATION

       Items 1, 2, 3, 4 and 5 of this Part II are either inapplicable or  are
 answered in the  negative and are  omitted pursuant to  the instructions  to
 Part II.


 Item 5. Other Information

        On November 7, 2003, Jeffrey C. Rubenstein resigned from his position
 as  a director serving  on the Company's Board of Directors.  Mr. Rubenstein
 did not  resign  because  of  a  disagreement  on any matter relating to the
 Company's operations, policies or practices.


 Item 6. Exhibits and Reports on Form 8-K

       (a) Exhibits

           10.1 Fourth Amendment to Loan and Security Agreement made as of
                September 19, 2003 by and among Home Products International -
                North America, Inc. and Fleet Capital Corporation.
                Incorporated by reference from Exhibit 10.1 to Form 8-K
                filed on September 24, 2003.

           31.1 Certification of James R. Tennant, Chief Executive Officer
                and Chairman of the Board, dated November 11, 2003 pursuant
                to Section 302 of The Sarbanes-Oxley Act of 2002.

           31.2 Certification of James E. Winslow, Executive Vice President
                and Chief Financial Officer, dated November 11, 2003 pursuant
                to Section 302 of The Sarbanes-Oxley Act of 2002.

           32.1 Certification of James R. Tennant, Chief Executive Officer
                and Chairman of the Board, dated November 11, 2003 pursuant
                to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
                of The Sarbanes-Oxley Act of 2002.

           32.2 Certification of James E. Winslow, Executive Vice President
                and Chief Financial Officer, dated November 11, 2003 pursuant
                to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
                of The Sarbanes-Oxley Act of 2002.

       (b) Current reports on Form 8-K.

       Registrant  filed a Current Report on Form 8-K dated June 30, 2003  to
       disclose  that the Registrant issued  a press release disclosing  that
       it  filed an action with the  U.S. International Trade Commission  and
       the U.S. Department of Commerce.

       Registrant  filed a Current Report on Form 8-K dated July 29, 2003  to
       disclose  that the Registrant  issued a press  release disclosing  its
       financial results for its second quarter 2003.

       Registrant  filed a  Current Report on  Form 8-K  dated September  24,
       2003 to disclose that on September 19, 2003 the Registrant reached  an
       agreement  with Fleet Capital Corporation,  to amend the  registrant's
       loan and security agreement.


                                  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 thereunto duly authorized.

                               Home Products International, Inc.

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


 Dated:  November 11, 2003