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 28, 2002

                                      or

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

                         Commission file number 0-17237

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



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


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

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

 Indicate by check mark whether the registrant (1) has filed all reports
 required to be filed by Section 13 or 15(d) of the Securities Exchange Act
 of 1934 during the preceding 12 months (or for such shorter period that the
 registrant was required to file such reports), and (2) has been subject to
 such filing requirements for the past 90 days.    Yes  [ X ]   No  [   ]

 Common shares, par value $0.01, outstanding as of November 2, 2002 -
 7,847,435

<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      14

          Item 3.  Quantitative and Qualitative Disclosures
                   About Market Risk                                  23

          Item 4.  Controls and Procedures                            24


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

          Item 1.  Legal Proceedings                                  26

          Items 2 through 5 are not applicable                       n/a

          Item 6.  Exhibits and Reports on Form 8-K                   26


  Signature                                                           27

  Certifications                                                    28-29

<PAGE>

  PART I.  FINANCIAL INFORMATION

  Item 1.  Financial Statements


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

                                                     (Unaudited)
                                                    September 28, December 29,
                                                         2002         2001
                                                       --------     --------
                      Assets
 Current assets:
   Cash and cash equivalents ..................        $  5,264    $   1,091
   Accounts receivable, net ...................          40,876       36,577
   Inventories ................................          32,762       17,043
   Prepaid expenses and other current assets...           1,753        2,275
                                                       --------     --------
     Total current assets .....................          80,655       56,986
                                                       --------     --------
 Property, plant and equipment - at cost ......          90,977       87,502
 Less accumulated depreciation and
   amortization ...............................         (52,369)     (44,871)
                                                       --------     --------
 Property, plant and equipment, net ...........          38,608       42,631
                                                       --------     --------
 Other intangibles, net .......................           1,236        1,616
 Goodwill, net ................................          74,759       74,759
 Other non-current assets .....................          11,764       11,351
                                                       --------     --------
      Total assets ............................       $ 207,022    $ 187,343
                                                       ========     ========

        Liabilities and Stockholders' Equity
 Current liabilities:
   Accounts payable ...........................       $  24,859    $  16,834
   Accrued liabilities ........................          34,785       33,916
   Current maturities of long-term
     obligations ..............................             158          158
                                                       --------     --------
     Total current liabilities ................          59,802       50,908
                                                       --------     --------
 Long-term obligations - net of current
   maturities .................................         129,593      130,447
 Other liabilities ............................           3,265        3,168
 Stockholders' equity:
   Preferred Stock - authorized, 500,000
    shares, $.01 par value; - None issued .....               -            -
   Common Stock - authorized 15,000,000 shares,
    $.01 par value; 8,669,829 shares issued at
    September 28, 2002 and 8,641,338 shares
    issued at December 29, 2001 ...............              87           87
   Additional paid-in capital .................          50,034       49,920
   Accumulated deficit ........................         (29,004)     (40,262)
   Common stock held in treasury - at cost
      822,394 shares at September 28, 2002 and
      December 29, 2001 .......................          (6,528)      (6,528)
   Deferred compensation ......................            (227)        (397)
                                                       --------     --------
     Total stockholders' equity ............             14,362        2,820
                                                       --------     --------
     Total liabilities and stockholders' equity       $ 207,022    $ 187,343
                                                       ========     ========

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

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


                                        Thirteen weeks      Thirty-nine weeks
                                             ended                ended
                                       --------------------------------------
                                      Sept. 28, Sept. 29, Sept. 28,  Sept. 29,
                                        2002      2001      2002       2001
                                       --------------------------------------
 Net sales .........................  $67,799   $66,064   $178,429   $196,048
 Cost of goods sold ................   51,271    48,002    133,597    147,874
 Special (income) charge, net ......      (73)        -        (73)       110
                                       ------    ------    -------    -------
   Gross profit ....................   16,601    18,062     44,905     48,064

 Operating expenses:
   Selling .........................    4,362     4,155     13,182     14,556
   Administrative ..................    3,098     4,331      9,783     12,049
   Amortization of intangible assets      127       665        380      2,524
   Restructuring and other charges..        -         -          -      2,483
                                       ------    ------    -------    -------
                                        7,587     9,151     23,345     31,612
                                       ------    ------    -------    -------
   Operating profit ................    9,014     8,911     21,560     16,452
                                       ------    ------    -------    -------

 Other income (expense):
   Interest income .................        7        12         61         29
   Interest expense ................   (3,432)   (3,828)   (10,370)   (14,698)
   Other income, net ...............      637    14,446        440     14,533
                                       ------    ------    -------    -------
                                       (2,788)   10,630     (9,869)      (136)
                                       ------    ------    -------    -------
   Income before income taxes ......    6,226    19,541     11,691     16,316

 Income tax expense ................     (133)      (93)      (433)      (191)
                                       ------    ------    -------    -------
   Net income  .....................  $ 6,093   $19,448   $ 11,258   $ 16,125
                                       ======    ======    =======    =======
 Net income per common share:
   Basic ...........................  $  0.78   $  2.57   $   1.45   $   2.14
                                       ======    ======    =======    =======
   Diluted .........................  $  0.74   $  2.49   $   1.37   $   2.10
                                       ======    ======    =======    =======

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

<PAGE>

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



                                                       Thirty-nine weeks ended
                                                        ---------------------
                                                     September 28, September 29,
                                                          2002         2001
                                                        --------     --------
 Operating activities:
  Net income .....................................     $  11,258    $  16,125
  Adjustments to reconcile net income to
  net cash provided by operating activities:
   Depreciation and amortization..................         7,868       10,648
   Amortization of stock compensation.............           170          170
   Gain on the sale of servingware product line...          (663)     (14,489)
   Loss on the abandonment of assets..............           186            -
   Other, net.....................................          (317)         749
   Changes in current assets and liabilities:
     (Increase) in accounts receivable ...........        (4,299)      (4,829)
     (Increase) decrease in inventories ..........       (15,719)       3,307
     Decrease in prepaid expenses and other.......           523          252
     Increase (decrease) in accounts payable .....         8,688       (1,438)
     Increase in accrued liabilities .............           869        1,619
                                                        --------     --------
 Net cash provided by operating activities........         8,564       12,114
                                                        --------     --------
 Investing activities:
  Proceeds from sale of servingware product
    line, net ....................................             -       69,501
  Proceeds from sale of building, net ............             -        1,218
  Capital expenditures, net ......................        (3,578)      (3,742)
                                                        --------     --------
  Net cash (used in) provided by investing
    activities ...................................        (3,578)      66,977
                                                        --------     --------
 Financing activities:
  Net payments under loan and security agreement..          (859)           -
  Net payments on revolving line of credit........             -      (38,020)
  Payments on term loan borrowings ...............             -      (40,500)
  Payments of capital lease obligation ...........           (68)        (112)
  Exercise of stock options, issuance of common
    stock under stock purchase plan and other ....           114          111
                                                        --------     --------
 Net cash used in financing activities                      (813)     (78,521)
                                                        --------     --------
  Net increase in cash and cash equivalents ......         4,173          570
  Cash and cash equivalents at beginning of year..         1,091        3,152
                                                        --------     --------
  Cash and cash equivalents at end of period .....     $   5,264    $   3,722
                                                        ========     ========

 Supplemental disclosures
 Cash paid in the period:
  Interest .......................................     $   6,256    $  10,612
                                                        --------     --------
  Income taxes, net ..............................     $     230    $     209
                                                        --------     --------
 Non-cash financing activities:
  Capital lease obligation .......................     $      73    $       -
                                                        --------     --------

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

<PAGE>


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


 Note 1. General Information

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

      The condensed consolidated  financial statements for  the thirteen  and
 thirty-nine weeks ended September 28, 2002 and September 29, 2001,  include,
 in  the  opinion  of  management,  all  adjustments  (consisting  of  normal
 recurring adjustments and reclassifications) necessary to present fairly the
 financial position, results of operations and cash flows as of September 28,
 2002 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 29, 2001. The  results of operations for  the thirteen and  thirty-
 nine weeks ended September  28, 2002 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. Goodwill and Other Intangibles

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

      Upon adoption of SFAS No. 142, the Company performed an impairment test
 of its  goodwill  in  the first  quarter  of  2002 and  determined  that  no
 impairment of the recorded goodwill existed.   Under SFAS No. 142,  goodwill
 will be tested for  impairment at least annually  and more frequently if  an
 event occurs which indicates that goodwill may be impaired.  As required  by
 SFAS No.  142, the  results for  periods  prior to  adoption have  not  been
 restated.

<TABLE>
 Intangibles consist of the following (dollars in thousands):


                                                  September 28, 2002          December 29, 2001
                                               ---------------------------------------------------
                                    Average     Gross                       Gross
                                      Life     Carrying     Accumulated    Carrying   Accumulated
                                      (Yrs)     Amount      Amortization    Amount    Amortization
                                    --------------------------------------------------------------
 <S>                                 <C>      <C>            <C>          <C>          <C>
 Amortized intangible assets:
   Patents ......................    7 to 14  $  1,008       $    (686)   $  1,008     $    (612)
   Non-compete agreements .......      10        2,928          (2,044)      2,928        (1,708)
                                               -------        --------     -------      --------
     Total ......................             $  3,936       $  (2,700)   $  3,936     $  (2,320)
                                               =======        ========     =======      ========
 Intangible assets not
  subject to amortization:
   Goodwill .....................             $131,373       $ (56,614)   $131,373     $ (56,614)
                                               =======        ========     =======      ========
</TABLE>

      Aggregate amortization expense (dollars  in thousands) for the  thirty-
 nine weeks ended September 28, 2002 was $380.

      Estimated amortization  expense  for the  next  five fiscal  years  and
 thereafter from December 30, 2001 based on intangible assets at December 30,
 2001 is as follows (dollars in thousands):

                              Estimated
                            Amortization
          Fiscal Year          Expense
          -----------          -------
             2002                $505
             2003                $505
             2004                $505
             2005                $101
             2006                $  -
           Thereafter            $  -


      The following table provides comparative net income and net income  per
 share as if the non-amortization provisions of SFAS No. 142 had been adopted
 for all periods presented (in thousands, except per share data):

                                       Thirteen weeks       Thirty-nine weeks
                                             ended                ended
                                       --------------------------------------
                                     Sept. 28,  Sept. 29,  Sept. 28,  Sept. 29,
                                        2002      2001       2002       2001
                                       --------------------------------------
 Reported net income  ..............  $ 6,093   $19,448   $ 11,258   $ 16,125
 Add back goodwill amortization ....        -       520          -      2,060
                                       ------    ------    -------    -------
 Adjusted net income  ..............  $ 6,093   $19,968   $ 11,258   $ 18,185
                                       ======    ======    =======    =======

 Reported basic earnings per share..  $  0.78   $  2.57   $   1.45   $   2.14
 Add back goodwill amortization ....        -      0.07          -       0.27
                                       ------    ------    -------    -------
 Adjusted basic earnings per share..  $  0.78   $  2.64   $   1.45   $   2.41
                                       ======    ======    =======    =======

 Reported diluted earnings per share  $  0.74   $  2.49   $   1.37   $   2.10
 Add back goodwill amortization ....        -      0.07          -       0.27
                                       ------    ------    -------    -------
 Adjusted diluted earnings per share  $  0.74   $  2.54   $   1.37   $   2.37
                                       ======    ======    =======    =======

 Weighted average shares:
   Basic                                7,796     7,556      7,785      7,525
   Diluted                              8,259     7,824      8,217      7,665


 Note 3. Long-Lived Assets

      The FASB  issued  SFAS  No. 144,  "Accounting  for  the  Impairment  or
 Disposal  of  Long-Lived  Assets",  dated   August  2001.   This   statement
 supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
 and for  Long-lived  Assets to  be  Disposed  of", and  the  accounting  and
 reporting provisions of APB Opinion No. 30, "Reporting Results of Operations
 - Reporting  the  Effects  of Disposal  of  a  Segment of  a  Business,  and
 Extraordinary, Unusual and Infrequently Occurring Events and  Transactions".
 SFAS No.  144 requires  that one  accounting model  be used  for  long-lived
 assets to be disposed of by sale, whether previously held and used or  newly
 acquired, and it  broadens the presentations  of discontinued operations  to
 include more disposal transactions.  The  Company adopted the provisions  of
 SFAS No. 144 on  December 30, 2001. No  impairment of long-lived assets  has
 been recorded under SFAS No. 144.


 Note 4. New Accounting Standards

      In June 2001, the Financial Accounting Standards Board issued SFAS  No.
 143, "Accounting for Asset Retirement Obligations."   SFAS No. 143 addresses
 financial accounting  and  reporting  for obligations  associated  with  the
 retirement of tangible long-lived assets and the associated asset retirement
 costs.  This  Statement  applies  to  all  entities  and  applies  to  legal
 obligations associated with the retirement of long-lived assets that  result
 from  the  acquisition,  construction,  development  and  (or)  the   normal
 operation of a long-lived asset, except for certain obligations of  lessees.
 It requires  that the  fair value  of a  liability for  an asset  retirement
 obligation be  recognized  in  the period  in  which  it is  incurred  if  a
 reasonable estimate  of  fair  value  can  be  made.  The  associated  asset
 retirement costs would be capitalized as part of the carrying amount of  the
 long-lived asset. SFAS No. 143 is effective for financial statements  issued
 for fiscal years beginning  after June 15, 2002.  The Company believes  that
 the adoption of SFAS No. 143 will not have a material impact, if any, on its
 results of operations, cash flows or financial position.

      In June 2002, the Financial Accounting Standards Board issued SFAS  No.
 146, "Accounting for  Costs Associated  with Exit  or Disposal  Activities."
 SFAS No. 146 requires that a liability for a cost associated with an exit or
 disposal activity  be  recognized  when the  liability  is  incurred.  Prior
 guidance required that  a liability for  an exit cost  be recognized at  the
 date of  an  entity's  commitment  to an  exit  plan.  This  Statement  also
 establishes that fair value is the objective for initial measurement of  the
 liability. SFAS No. 146  is effective for exit  or disposal activities  that
 are initiated after December 31, 2002.


 Note 4.  Inventories

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


                                         September 28,  December 29,
                                              2002          2001
                                             ------        ------
   Finished goods.....................      $23,573       $12,016
   Work-in-process....................        2,669         1,717
   Raw materials......................        6,520         3,310
                                             ------        ------
                                            $32,762       $17,043
                                             ======        ======


 Note 5. Net Income Per Share

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

                                        Thirteen weeks      Thirty-nine weeks
                                            ended                ended
                                       --------------------------------------
                                      Sept. 28, Sept. 29, Sept. 28,  Sept. 29,
                                        2002      2001      2002       2001
                                       --------------------------------------

 Net income ......................    $ 6,093   $19,448   $ 11,258   $ 16,125
 Weighted average shares
   outstanding: basic ............      7,796     7,556      7,785      7,525
 Impact of stock options, warrants
   and restricted stock ..........        463       268        432        140
                                       ------    ------    -------    -------
 Weighted average shares
   outstanding: diluted ..........      8,259     7,824      8,217      7,665
                                       ======    ======    =======    =======
 Net income per share: basic .....    $  0.78   $  2.57   $  1.45    $  2.14
                                       ======    ======    =======    =======
 Net income per share: diluted ...    $  0.74   $  2.49   $  1.37    $  2.10
                                       ======    ======    =======    =======

      Net income per share - basic is computed based on the weighted  average
 number of  outstanding  common shares.    Net  income per  share  -  diluted
 includes the  weighted  average effect  of  dilutive options,  warrants  and
 restricted stock on the weighted average shares outstanding.


 Note 6. 2001 Special, Restructuring and Other Charges

      During  2000  and  2001  the  Company implemented  a restructuring plan
 designed  to  reduce  fixed  costs  and  better  position  the  Company  for
 sustained profitability.  The restructuring plan entailed the closure of the
 Leominster,   Massachusetts   facility,    reconfiguration   of    remaining
 manufacturing facilities, a reduction in headcount and a realignment of  the
 selling process.   All planned restructuring  initiatives were completed  in
 2001.

      During the first quarter of 2001  the Company recorded a pretax  charge
 of $2,593, of which $110 was deemed to be Special Charges (included in  cost
 of goods sold) and $2,483 was Restructuring and Other Charges  (collectively
 referred herein as the "2001 Charges").

      The 2001 Charges  were comprised  of (i)  $175 charge  to relocate  and
 liquidate inventory at Leominster and  other facilities, (ii) $1,179  charge
 for the relocation  of machinery  and equipment  and $971  charge for  lease
 termination and  sub-lease costs  (total net  charge of  $2,150), (iii)  $29
 charge to write  off obsolete  and duplicate assets  that were  used at  the
 Leominster facility  and other  facilities, (iv)  $341 charge  for  employee
 related severance costs, (v) ($37) reversal of charge associated with  other
 related restructuring costs, and  (vi) ($65) reversal  of SKU reduction  and
 inventory adjustments  relating  to the  1999  restructuring plan  that  was
 undertaken to  further  maximize  the Company's  marketing  and  operational
 productivity and to  strengthen relationships with  its key retail  partners
 ("1999 Special Charges").  The total 2001 Charges were $2,658 excluding  the
 impact of the  1999 Special  Charges reversal  and consisted  of cash  items
 totaling $2,431 and non-cash items totaling $227.

      During the  third quarter  of 2002  a  change in  management  estimates
 resulted in a ($73) reversal to income.  The change in management  estimates
 related to a ($73)  reversal to income  of inventory liquidation  allowances
 due to higher recovery values on the disposed inventory (included in cost of
 goods  sold).  In addition,  remaining  charges/(income)  were  recorded  as
 restructuring and  other charges  and  are made  up  of the  following:  (i)
 additional charges of $355 related to litigation on the early termination of
 a lease  (see Note  9 -  Contingent Liabilities  of the  Notes to  Condensed
 Financial Statements, for additional details); (ii) $46 of employee  benefit
 related costs, and (iii) other costs  of ($401) were reversed to income  due
 to the favorable resolution of customer accruals.

 Pre-tax special and restructuring costs (income) consisted of the  following
 (in thousands):

                                         Thirteen weeks     Thirty-nine weeks
                                             ended                ended
                                       --------------------------------------
                                      Sept. 28, Sept. 29, Sept. 28,  Sept. 29,
                                        2002      2001      2002       2001
                                       --------------------------------------
 Cost of Goods Sold:
  Special Charges (Income):

   Inventory relocation and
     liquidation                      $   (73)  $     -   $    (73)  $    175
   SKU reduction and inventory
     adjustments related to 1999            -         -          -        (65)
                                       ------    ------    -------    -------
   Total charge (income) to
     cost of goods sold                   (73)        -        (73)       110
                                       ------    ------    -------    -------

 Operating Expenses:

  Restructuring and Other Charges:
   Plant and facilities:
     Relocation of machinery
       & equipment                          -         -          -      1,179
     Lease termination
       & sub-lease costs                  355         -        355        971
   Elimination of obsolete assets           -         -          -         29
   Employee related costs                  46         -         46        341
   Other costs                           (401)        -       (401)       (37)
                                       ------    ------    -------    -------
   Total charge to operating expenses       -         -          -      2,483
                                       ------    ------    -------    -------

      Total net charges (income)      $   (73)  $     -   $    (73)  $  2,593
                                       ======    ======    =======    =======

      The Company identified a  total of 124  hourly and salaried  Leominster
 employees to  be  terminated  in  accordance  with  the  2001  restructuring
 initiatives.  As of September  28, 2002 all but  one of these employees  had
 been terminated.

      Restructuring  plans   are   proceeding  as   planned   and   remaining
 restructuring reserves of $3,650, as of  September 28, 2002, are  considered
 adequate. Total net cash  outlays were $376 in  the thirty-nine week  period
 ended September 28, 2002.  Restructuring reserve balances as of December 29,
 2001, activity during the current year and restructuring reserve balances as
 of September 28, 2002, were as follows:



                                Reserve    Change in    Costs      Reserve
                                balance    estimate    incurred    balance
                                  at          in         in          at
                               12/29/01      2002       2002      09/28/02
                                -------      ------     ------     -------
  Inventory                    $    278     $   (73)   $  (130)   $     75
  Leased plant and                3,116         355       (258)      3,213
       facilities
  Obsolete and duplicate
    leased assets                   373           -        (63)        310
  Employee related costs             50          46        (44)         52
  Other                             412        (401)       (11)          -
                                -------      ------     ------     -------
                               $  4,229     $   (73)   $  (506)   $  3,650
                                =======      ======     ======     =======

      The inventory cost reserves of $75 at September 28, 2002 are  primarily
 related to the  estimated cost  to liquidate  the obsolete  inventory.   The
 leased plant  and facilities  reserves of  $3,213 are  primarily related  to
 future minimum lease payments on a partially vacated facility and  potential
 settlement costs  related to  an exited  warehouse facility  (see Note  9  -
 Contingent Liabilities of  the Notes to  Condensed Financial Statements  for
 further details).  The obsolete and duplicate leased assets reserves of $310
 are related to future minimum lease  payments on machinery and equipment  no
 longer  used  in  the  Company's  manufacturing  process.  Employee  related
 reserves of $52 are primarily related to employee severance and benefits.


 Note 7. Divestiture of Product Line

      On June 7,  2001, the Company  entered into a  definitive agreement  to
 sell its commercial servingware product line, Plastics, Inc. ("PI"), to A  &
 E Products  Group LP,  an  affiliate of  Tyco  International.   The  Company
 completed the sale on July 6, 2001 for $71,250 in cash (the "Sale"). The net
 sale proceeds  of $69,500  (including transaction  costs and  other  related
 costs) were used  to retire the  Company's term debt  and a  portion of  its
 revolving credit borrowings. For more information about the divestiture  see
 the Current  Report on  Form  8-K filed  with  the Securities  and  Exchange
 Commission on July 18, 2001 and Current Report on Form 8-K/A filed with  the
 Securities and Exchange Commission on July 27, 2001.

      During the third quarter of 2002,  the Company agreed to an  adjustment
 of the selling price related to PI.  The sale agreement with A & E  included
 a purchase price adjustment  based on the  net assets of  PI at the  closing
 date.  As  a result  of the  final determination  of net  asset values,  the
 Company made a payment to A & E in September 2002 of $2,414.  At the time of
 the Sale in  2001, estimated  reserves of  $3,077 were  established for  the
 payment.   Accordingly,  $663 was reversed to other income during the  third
 quarter of 2002.

      The unaudited pro forma historical results for the thirteen and thirty-
 nine weeks ended September 29, 2001,  as if the Plastics, Inc. product  line
 had been sold at the beginning of fiscal 2001, are estimated to be:


                                             Thirteen weeks Thirty-nine weeks
                                                   ended          ended
                                                  -----------------------
                                                  Sept. 29,      Sept. 29,
                                                    2001           2001
                                                  -----------------------

 Net sales .........................              $ 65,499      $ 176,880
                                                   =======       ========
 Net income ........................              $  4,830      $   1,057
                                                   =======       ========
 Net income per diluted common share              $   0.62      $    0.14
                                                   =======       ========

      The pro forma results  reflect the elimination  of PI related  goodwill
 amortization and a reduction of interest  expense on the retirement of  debt
 due to  the divestiture  for fiscal  2001.  The pro  forma results  are  not
 necessarily  indicative  of  what  actually  would  have  occurred  if   the
 divestiture had been  completed as of  the beginning of  each of the  fiscal
 periods  presented,   nor  are   they  necessarily   indicative  of   future
 consolidated results.


 Note 8.  Income Taxes

      As  of  fiscal  year  end  2001   the  Company  had  income  tax   loss
 carryforwards relating to U.S.  net operating losses  of $40 million  (which
 include tax loss carryforwards of $9 million subject to annual  limitations)
 which expire  in  2010 to  2020.   Accordingly,  the  income  tax  provision
 primarily reflects state and foreign taxes.


 Note 9.  Contingent Liabilities

      On September 5, 2002, the Company was served a complaint relating to  a
 breach of  a commercial  lease and  negligent  use of  the property  it  had
 occupied prior to 2001. The Company is aggressively defending itself against
 all allegations.  The Company has recorded an accrual based on  management's
 best estimate of the potential settlement value of the complaint.

      Management believes that the Company's  ultimate liability, if any,  in
 excess of amounts already accrued, is not likely to have a material  adverse
 effect on the Company's financial condition,  results of operations or  cash
 flows.


 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 29, 2001.


 Critical Accounting Policies

      The  Company's  most  critical  accounting  policies  upon  which   its
 financial position and results  of operations depend  are those relating  to
 revenue recognition, allowance  for doubtful  accounts, inventory  valuation
 and restructuring reserves. The Company added  the policy for allowance  for
 doubtful accounts to its list of critical accounting policies after the  end
 of the first quarter of 2002. During the third quarter, the Company did  not
 change those policies or adopt any new polices.  The Company summarizes  its
 most critical accounting policies below.

 * Revenue recognition.  The Company recognizes  revenues and freight  billed
   to customers,  upon shipment and when  all substantial risks of  ownership
   change.   Allowances   for  estimated  returns,  discounts  and   retailer
   incentives and promotions are  recognized when sales are recorded and  are
   based  on various  market data,  historical  trends and  information  from
   customers.    Actual  returns,  discounts  and  retailer  incentives   and
   promotions   historically  have   not  been   materially  different   from
   estimates.

 * 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 expectations  of
   future  performance.   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 reserves  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 reserves.

 * 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  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  reserves to  absorb expected  losses.   The
   Company also  maintains reserves 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, a reserve 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.    Upon  approval  of  a  restructuring  plan  by
   management with  the appropriate level of  authority, the Company  records
   restructuring reserves  for certain costs  associated with plant  closures
   and  business  reorganization  activities.   Such  costs  are  recorded as
   a liability  and  include  lease  termination  costs,  employee  severance
   and  certain  employee  termination  benefits.  These  costs  are  neither
   associated  with  nor do  they  benefit  continuing  business  activities.
   Inherent in  the determination of these  costs are 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.


 2001 Special, Restructuring and Other Charges

      During 2000  and  2001 the  Company  implemented a  restructuring  plan
 designed  to  reduce  fixed  costs  and  better  position  the  Company  for
 sustained profitability.  The restructuring plan  entailed  the  closure  of
 the  Leominster,  Massachusetts  facility,  reconfiguration   of   remaining
 manufacturing facilities, a reduction in headcount and a realignment of  the
 selling process.  All planned  restructuring initiatives  were completed  in
 2001.

      During the first quarter of 2001  the Company recorded a pretax  charge
 of $2.6 million,  of which  $0.1 million was  deemed to  be Special  Charges
 (included in cost  of goods  sold) and  $2.5 million  was Restructuring  and
 Other Charges (collectively referred to herein as the "2001 Charges").

      During the third quarter 2002 a change in management estimates resulted
 in a $0.1 million  reversal to income.   The change in management  estimates
 related to  a  $0.1 million  reversal  to income  of  inventory  liquidation
 allowances due to higher recovery values on the disposed inventory (included
 in cost  of  goods  sold).  In  addition,  remaining  charges/(income)  were
 recorded as  restructuring  and  other  charges  and  are  made  up  of  the
 following: (i) additional charges of $0.3  million related to litigation  on
 the early termination of a lease (see Note 9 - Contingent Liabilities of the
 Notes to Condensed Consolidated  Financial Statements, included herein,  for
 additional details); (ii)  $0.1 million of  employee benefit related  costs,
 and (iii) other costs  of $0.4 million  were reversed to  income due to  the
 favorable resolution of customer accruals.


 Divestiture of the Plastics, Inc. Product Line

      On July  6, 2001,  the Company  completed the  sale of  its  commercial
 servingware product line, Plastics, Inc. ("PI"), to A & E Products Group  LP
 ("A & E"),  an affiliate of  Tyco International (the  "Sale"). The net  sale
 proceeds of $69.5 million, net of transaction costs and other related costs,
 were used to retire the Company's term  debt and a portion of its  revolving
 credit borrowings.  The Sale affects the comparability of financial  results
 between periods.

      During the third quarter of 2002,  the Company agreed to an  adjustment
 of the selling price related to PI.  The sale agreement with A & E  included
 a purchase price adjustment  based on the  net assets of  PI at the  closing
 date.  As  a result  of the  final determination  of net  asset values,  the
 Company made a payment to A & E in September  2002 of $2.4 million.  At  the
 time  of  the  Sale  in  2001,  estimated  reserves  of  $3.1  million  were
 established for the payment.   Accordingly,  $0.7  million  was reversed  to
 other income during the third quarter of 2002.


 Thirteen weeks ended September 28, 2002 compared to the thirteen weeks ended
 September 29, 2001

      In the  discussion and  analysis that  follows, all  references to  the
 third quarter of 2002  are to the thirteen  week period ended September  28,
 2002 and all references  to the third  quarter of 2001  are to the  thirteen
 week period ended September 29, 2001.  The following discussion and analysis
 compares the actual  results for  the third quarter  of 2002  to the  actual
 results for  the third  quarter  of 2001  with  reference to  the  following
 (dollars in thousands, except per share amounts; unaudited):

                                                 Thirteen weeks ended
                                          ---------------------------------
                                          Sept. 28, 2002     Sept. 29, 2001
                                          ---------------------------------
 Net sales ..........................    $67,799   100.0%   $66,064   100.0%
 Cost of goods sold .................     51,271    75.6     48,002    72.7
 Special (income) charges, net ......        (73)   (0.1)         -       -
                                          ------   -----     ------   -----
   Gross profit .....................     16,601    24.5     18,062    27.3

 Operating expenses .................      7,460    11.0      8,486    12.8
 Amortization of intangible assets...        127     0.2        665     1.0
 Restructuring and other charges, net          -       -          -       -
                                          ------   -----     ------   -----
   Operating profit .................      9,014    13.3      8,911    13.5

 Interest expense ...................     (3,432)   (5.1)    (3,828)   (5.8)
 Other income, net ..................        644     0.9     14,458    21.9
                                          ------   -----     ------   -----
   Income before income taxes .......      6,226     9.1     19,541    29.6

 Income tax expense .................       (133)   (0.2)       (93)   (0.1)
                                          ------   -----     ------   -----
   Net income  ......................    $ 6,093     8.9%   $19,448    29.5%
                                          ======   =====     ======   =====
   Net income per share - basic            $0.78              $2.57

   Net income  per share - diluted         $0.74              $2.49

 Weighted average common shares
  Outstanding -
   Basic                                   7,796              7,556
   Diluted                                 8,259              7,824


      Net sales.  Net  sales of $67.8  million in the  third quarter of  2002
 increased $1.7 million  from $66.1  million in  the third  quarter of  2001.
 However, the  divestiture of  the servingware  product line  caused a  sales
 reduction of  $0.6 million.   On  a pro  forma basis,  sales increased  $2.3
 million or 3.5%.   Sales increases were primarily  the result of  additional
 product placement at the Company's top three customers.  Third quarter sales
 to the top three customers were $51.1  million in 2002 as compared to  $44.3
 million in 2001.  The growth  at the largest customers was partially  offset
 by declines in the Company's remaining customer  base.  The shift in mix  of
 sales towards the major discount retailers reflects the continuing shift  in
 buying patterns of consumers.

      The Company's primary  selling season is  during the  second and  third
 quarters of the calendar year, typically representing over 50% of sales  for
 the year.  Growth rates in any  individual quarter may not be indicative  of
 the entire year or coming quarters.

      Special (income)  charges, net.   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.

      Gross profit.  The Company's gross profit in the third quarter of  2002
 was $16.6 million as compared to $18.1 million in the third quarter of  2001
 and gross profit  margins decreased to  24.5% from 27.3%  in the prior  year
 period.  Gross margins  declined as a  result of changes  in mix of  product
 sold (more  general storage  items and  fewer laundry  and bath  items)  and
 slightly higher raw material costs.  Increased plastic resin and steel costs
 were somewhat offset by decreases in other commodity costs.  Gross profit in
 the third quarter of 2002 also included a $0.5 million reversal to income of
 trade program accruals  related to prior  years.   The divested  servingware
 product line contributed $0.2 million of  gross profit in the third  quarter
 of 2001.

      Operating expenses.  Operating  expenses in the  third quarter of  2002
 were $7.5 million versus  $8.5 million in  the third quarter  of 2001.   The
 third quarter of 2001 was impacted by increased bad debt reserves related to
 Ames and higher incentive compensation expense.

      Restructuring and other charges, net. In connection with the  Company's
 restructuring plan,  which was  announced during  the fourth  quarter  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.

      Amortization of intangible assets.   Amortization of intangible  assets
 in the third quarter 2002 was 0.2% of net sales or $0.1 million versus  1.0%
 or $0.7 million in the third quarter of 2001. The decrease in 2002  reflects
 the change in accounting  principles that eliminates goodwill  amortization.
 Remaining amortization of intangible  assets relates to patents,  trademarks
 and non-compete agreements.

      Interest expense.   Interest  expense  of  $3.4 million  in  the  third
 quarter of  2002 decreased  $0.4  million from  $3.8  million in  the  third
 quarter of 2001. The  decrease in interest expense  is primarily due to  the
 significant retirement of debt during the  last twelve months.   Outstanding
 debt at September 28, 2002 was  $13.2 million lower than  a year ago.   Debt
 reductions are  due  to improved  operating  results while  keeping  working
 capital levels fairly constant.

      Other income.  Other income in the third quarter of both 2002 and  2001
 is primarily related to the Sale of PI.   In the third quarter of 2001,  the
 Company generated other income of $14.5 million due to the gain on the Sale.
 Upon final settlement of  the purchase price in  the third quarter of  2002,
 the Company was able to reverse reserves of $0.7 million to income.

      Income tax expense.   The income tax provision  recorded in both  years
 relates to  state and  foreign taxes.   No  federal income  tax expense  was
 recorded  in  either  year  due  to  the  Company's  significant  tax   loss
 carryforwards.

      Net income.  In the third quarter of 2002 the Company had net income of
 $6.1 million, or $0.74 per diluted share, as compared to net income of $19.4
 million, or $2.49 per diluted share in the third quarter of 2001.  The  gain
 on the Sale of PI added $14.5 million to the 2001 third quarter result.   On
 a pro forma basis that excludes the 2001 earnings from PI, the gain from the
 sale of PI  and the impact  of the change  in accounting  for goodwill,  net
 income in third quarter of 2001 would  have been $5.3 million, or $0.68  per
 diluted share.  This  compares to third quarter  2002 net income (pro  forma
 which excludes the income  from Special Charges and  the PI related gain  of
 $0.7 million) of $5.4 million, $0.65 diluted per share.

 The diluted  weighted  average number  of  shares outstanding  increased  to
 8,258,516 in the  third quarter  of 2002  from 7,824,364  in the  comparable
 prior year period.   The increase in the  weighted average number of  shares
 outstanding was  due to  increases  in the  Company's  stock price  and  the
 resulting  dilutive  impact  of  stock  options  on  the  number  of  shares
 outstanding.


 Thirty-nine weeks ended September 28, 2002 compared to the thirty-nine weeks
 ended September 29, 2001

      In the discussion and analysis that follows, all references to 2002 are
 to the thirty-nine week period ended  September 28, 2002 and all  references
 to 2001 are to the  thirty-nine week period ended  September 29, 2001.   The
 following discussion and analysis  compares the actual  results for 2002  to
 the actual results  for 2001  with reference  to the  following (dollars  in
 thousands, except per share amounts; unaudited):

                                               Thirty-nine weeks ended
                                          ---------------------------------
                                          Sept. 28, 2002     Sept. 29, 2001
                                          ---------------------------------
 Net sales ..........................   $178,429   100.0%  $196,048   100.0%
 Cost of goods sold .................    133,597    74.9    147,874    75.4
 Special (income) charges, net ......        (73)      -        110     0.1
                                         -------   -----    -------   -----
   Gross profit .....................     44,905    25.1     48,064    24.5

 Operating expenses .................     22,965    12.9     26,605    13.6
 Amortization of intangible assets ..        380     0.2      2,524     1.3
 Restructuring and other charges, net          -       -      2,483     1.3
                                         -------   -----    -------   -----
   Operating profit .................     21,560    12.0     16,452     8.3

 Interest expense ...................    (10,370)   (5.7)   (14,698)   (7.5)
 Other income, net ..................        501     0.3     14,562     7.4
                                         -------   -----    -------   -----
   Income before income taxes........     11,691     6.5     16,316     8.2

 Income tax expense .................       (433)   (0.2)      (191)   (0.1)
                                         -------   -----    -------   -----
 Net income  ........................   $ 11,258     6.3%  $ 16,125     8.1%
                                         =======   =====    =======   =====
 Net income per share - basic              $1.45              $2.14

 Net income per share - diluted            $1.37              $2.10

 Weighted average common shares
  Outstanding -
   Basic                                   7,785              7,525
   Diluted                                 8,217              7,665


      Net sales.  Net sales of $178.4 million in 2002 decreased $17.6 million
 from $196.0 million  in 2001.   The divestiture of  the servingware  product
 line resulted in  a sales reduction  of $19.2 million.   An additional  $6.2
 million of  sales was  lost  due to  the  bankruptcy of  several  customers,
 primarily Ames.  More than offsetting  the lost sales to bankrupt  customers
 were favorable sales gains at the  Company's largest three customers.  Sales
 to the top  three customers totaled  $128.0 million in  2002 as compared  to
 $109.3 million in  2001, an  increase of  17%.   The higher  sales at  these
 customers are  the result  of increased  product placement  as well  as  the
 continuing shift  in  buying  patterns of  consumers  towards  the  national
 discount retail chains.

      Special Charges.  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.

      In 2001,  the Company  recorded expense  from Special  Charges of  $0.1
 million in connection with  the closure of the  Leominster facility and  the
 realignment of other manufacturing facilities.  The primary component of the
 Special Charges  included  inventory  reserves  to  relocate  and  liquidate
 inventory.

      Gross profit.  The Company's gross profit in 2002 was $44.9 million  as
 compared to $48.1 million in 2001 and gross profit margins improved to 25.1%
 from 24.5% a  year ago.   The divested servingware  product line, which  had
 higher margins than the housewares  product lines, contributed $7.2  million
 of gross profit  in 2001.   Excluding  the servingware  product line,  gross
 margins were 25.1% in 2002 as  compared to 23.2% in  the prior year.   Gross
 margins benefited from  productivity and efficiency  initiatives as well  as
 other factory cost reduction programs.  Additional margin improvements  were
 the result of  favorable raw material  prices as well  as lower freight  and
 selling commission costs.

      Operating expenses.   Operating  expenses in  2002 were  $23.0  million
 versus $26.6 million in 2001.  The sale of PI reduced operating expenses  by
 $3.0  million.   Pro  forma  operating  expenses,  which  exclude  PI,  have
 decreased between years due to lower warehousing costs and bad debt expense.

      Amortization of intangible assets.   Amortization of intangible  assets
 in 2002 was 0.2% of net sales or $0.4 million versus 1.3% or $2.5 million in
 2001. The decrease in 2002 reflects the change in accounting principles that
 eliminates goodwill  amortization.   Remaining  amortization  of  intangible
 assets relates to patents and trademarks.

      Restructuring and other charges, net. In connection with the  Company's
 restructuring plan,  which was  announced during  the fourth  quarter  2000,
 changes in  management estimates  were recorded  in  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. In 2001, the Company recorded restructuring
 and other charges of $2.5 million related to the continued implementation of
 the fourth quarter 2000 restructuring plan.   The charges were comprised  of
 (i) charge  for  the  relocation of  machinery  and  equipment,  (ii)  lease
 termination and sub-lease costs, (iii) write  off of obsolete and  duplicate
 assets that were used at the Leominster facility and other facilities,  (iv)
 employee  related  severance  costs,  and  (v)  reversal  of  other  related
 restructuring costs.

      Interest expense.  Interest expense of $10.4 million in 2002  decreased
 $4.3 million from $14.7 million in 2001. The decrease in interest expense is
 primarily due to the significant retirement of debt during the last  fifteen
 months.  Debt paydowns are due to the proceeds from the Sale of PI, improved
 operating results and reductions in average working capital.

      Other income. Other income  in both years is  primarily related to  the
 Sale of PI.  In  2001, the Company generated  other income of $14.5  million
 due to the gain on the Sale.  Upon final settlement of the purchase price in
 the third quarter of 2002, the Company was able to reverse reserves of  $0.7
 million to income.

      Income tax expense.   The  income tax provision recorded in both  years
 relates to  state and  foreign taxes.   No  federal income  tax expense  was
 recorded  in  either  year  due  to  the  Company's  significant  tax   loss
 carryforwards.

      Net income.  In 2002  the Company had net  income of $11.3 million,  or
 $1.37 per diluted  share, as  compared to net  income of  $16.1 million,  or
 $2.10 per diluted share  in 2001.  The  gain on the Sale  of PI added  $14.5
 million to the 2001  result.  On a  pro forma basis  that excludes the  2001
 earnings from  PI, the  gain from  the sale  of PI,  restructuring  charges,
 special charges and the impact of the change in accounting for goodwill, net
 income in 2001  would have been  $5.2 million, or  $0.68 per diluted  share.
 This compares to 2002 net income  (pro forma which excludes the income  from
 Special Charges and the PI related  gain of $0.7 million) of $10.5  million,
 $1.28 per diluted share.

 The diluted  weighted  average number  of  shares outstanding  increased  to
 8,216,783 in 2002  from 7,664,741  in 2001.   The increase  in the  weighted
 average number of shares outstanding was  due to increases in the  Company's
 stock price and the resulting dilutive impact of stock options on the number
 of shares outstanding.


 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 net debt position (short and long term debt, net of  cash
 on hand) decreased during the third quarter.  Net debt at September 28, 2002
 was $124.5 million as compared to $130.7 million on June 29, 2002 and $129.5
 million at December 29,  2001.  The  decrease in net  debt during the  third
 quarter was $6.2 million as earnings were retained in the business.  Working
 capital (excluding cash and  short term debt) of  $15.7 million was up  $1.2
 million from June  29, 2002.   While  inventories increased  to meet  fourth
 quarter promotional  orders, accounts  payable also  increased and  somewhat
 offset the cash usage.  Semi annual high yield bond interest payments of  $6
 million will come due in the fourth quarter.

      During the first nine months of 2002, net debt decreased $5.0  million.
 Working capital (excluding cash and short term debt) has increased by  $10.6
 million due to seasonal increases in  both receivables and inventories.   An
 increase in the volume  of imported finished goods  has also contributed  to
 the higher inventory level.

      Capital spending in  the third quarter  was $1.4  million which  brings
 capital spending for  the first  nine months of  the year  to $3.6  million.
 Capital spending in the first nine months of 2001 was $3.7 million.  Capital
 spending in the current year is primarily related to new product tooling and
 normal replacement of equipment.

      The Company  made a  payment of  approximately $2.4  million to  A &  E
 Products Group LP, an  affiliate of Tyco  International, in September  2002.
 This payment was the  final post-closing adjustment related  to the sale  of
 the Company's Plastics, Inc. servingware product line.

      The Company believes its $50 million  line of credit together with  its
 existing cash flow from operations will  provide sufficient capital to  fund
 operations, make  required interest  payments and  meet anticipated  capital
 spending needs  for  at  least the  next  12  months.   No  line  of  credit
 borrowings   were  outstanding  at  September  28,  2002.   Total  borrowing
 availability under the  line of credit  was $47.3 million  at September  28,
 2002.

      The Company was in compliance with  all loan covenants as of  September
 28, 2002.

 Management Outlook and Business Risks


 * In  January  2002,  Kmart announced  that  it  had  filed  for  bankruptcy
   protection.  Kmart  is the Company's second  largest customer and did  $50
   million of business  with the Company in  2001.  The Company's  receivable
   from Kmart  at the time of  the bankruptcy filing was  $6.7 million.   The
   Company does not expect to collect this money in 2002 but is hopeful  that
   some portion will be recovered in  2003 when Kmart expects to emerge  from
   bankruptcy.   As part of  Kmart's recovery plan,  they have announced  the
   closure of 284 stores, approximately 13%  of their total store count.   To
   date,  our sales  to Kmart  have increased  over prior  years despite  the
   store closings  and reduced  sales volumes  in stores  that have  remained
   open. In  2002, the  Company expects  total sales  to Kmart  of about  $70
   million with over $20 million in the fourth quarter.  Opportunities  exist
   to further expand our business in 2003, although these must be  considered
   in light  of Kmart's financial  situation.  Given  the dynamic nature  and
   size  of  the  Kmart bankruptcy  filing,  future  results  may  be  either
   favorably or  unfavorably impacted  by any  number of  factors related  to
   Kmart.

 * The  Company's primary  selling  season is  during  the second  and  third
   quarters of  the calendar  year, typically  representing over  50% of  our
   sales for  the year.  Growth  rates in any individual  quarter may not  be
   indicative of the entire year or coming quarters.

 * The Company's primary raw  materials are plastic resin, steel, fabric  and
   corrugated packaging.   Fluctuations in  the cost of  these materials  can
   have a significant impact on reported results.

 * Plastic  resin  currently  represents approximately  15%  to  20%  of  the
   Company's  cost  of  goods sold.  During  2001,  resin  prices  were  down
   slightly  to the  prior  year and  were  lower than  historical  averages.
   These cost decreases were  largely passed on to customers through  selling
   price reductions.   During the  first nine months  of 2002, market  prices
   for resin have  fluctuated but on average are  similar to 2001.   However,
   fourth quarter  costs are expected to  exceed the costs  paid a year  ago.
   There is no assurance that future  resin price increases can be passed  on
   to  customers.   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.

 * Steel tariffs  announced earlier this  year had a  negative impact on  the
   Company's steel costs in the third quarter of 2002.  Not only has  foreign
   steel risen in price, but  domestic producers have raised their prices  as
   well.  The Company currently uses  both domestic and foreign steel in  its
   ironing boards.  We expect steel  prices in the fourth quarter of 2002  to
   exceed both  last year's cost  and the costs  we experienced earlier  this
   year.

 * The Company is currently the only U.S. manufacturer of ironing boards  and
   believes  that this  provides the  Company with  increased flexibility  to
   meet  customer needs.   However,  the  changing  competitive  environment,
   including increased  foreign competition, may cause  us to reconsider  the
   multiple ways in which we manufacture and source our laundry products.

 * During  the  first  half  of  2001,  the  Company  completed  all  of  its
   restructuring  initiatives  including  the  closure  of  its  east   coast
   operations  and  the  realignment  of  several  manufacturing  facilities.
   These changes were made to improve production efficiency and lower  costs.
   Savings as compared  to 2001 were realized in the  first half of 2002  and
   the improved processes  remain in place.  As  we begin to anniversary  the
   changed processes,  we expect the incremental  savings between years  will
   be less.

 * As  a  result  of  operating  losses and restructuring write-offs incurred
   in  2000,  the  Company  has significant  tax  loss  carryforwards.  These
   carryforwards can  be used  to reduce  taxable income  in future  periods.
   The Company  has tax loss  carryforwards of $40  million (amount  includes
   carryforwards of $9 million  subject to annual limitation) as of  December
   29, 2001.

 * The Company  is highly leveraged with  total debt representing nearly  two
   times our net tangible assets.  Accordingly, earnings and cash flow  could
   be materially  impacted by  changes in  interest rates  or other  business
   factors.   Furthermore, the financial and  operating covenants related  to
   the  Company's  debt agreement  place  some  restrictions  on  operations.
   During  all of  2001  and the  first  nine  months of  2002,  the  Company
   operated well within its financial and operating covenants and expects  to
   operate within the covenants in the remainder of 2002.

 * 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  fixed  debt  position  and  positive  cash   flows,
   management may  from  time-to-time look at opportunities to buy its common
   stock or high yield bonds.  A  buyback might  be done if such transactions
   are  accretive  to shareholders  through  either a  reduction of  interest
   expense or elimination of shares.

 * Over the  past four  years, the Company's  growth has  come primarily  via
   acquisition.   The Company still  believes that  acquisitions provide  the
   best opportunity to meaningfully grow the Company's sales and profits.  As
   our cash and debt levels improve, we may pursue additional acquisitions.


 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  28, 2002 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 29, 2001.

      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.  These purchase commitments approximate 64%
 of the Company's total annual plastic resin purchases.  The Company  expects
 to  purchase  in  excess  of  140  million  pounds  of resin  in  2002.  The
 agreements  expire  in  December  2002  and  December  2003.   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.


 Item 4. Controls and Procedures

      (a) 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  Rules
   12a-14 promulgated under the Securities Exchange Act of 1934, as  amended,
   within 90 days of filing date of this report.  Based on their  evaluation,
   the  Company's  principal  executive  officer  and  principal   accounting
   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 the entity.

      (b) There  have  been  no  significant  changes  (including  corrective
   actions with  regard to significant  deficiencies or material  weaknesses)
   in our  internal controls  or in  other factors  that could  significantly
   affect these controls subsequent to the date of the evaluation  referenced
   in paragraph (a) above.


 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.  The Company  generally identifies  forward-
 looking statements by the use of terminology such as "may," "will," "could,"
 "should," "potential," "continue,"  "expect," "intend," "plan,"  "estimate,"
 "project," "anticipate," believe,"  or similar phrases  or the negatives  of
 such terms.  Such statements are based on management's current  expectations
 and currently available information.  Such statements are subject to  risks,
 uncertainties and  assumptions, including  those described  below under  the
 caption "Management Outlook and  Business Risks", as  well as other  matters
 not yet known to  or 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 impact of the level of the Company's indebtedness
 * restrictive covenants contained in the Company's various debt documents
 * general economic conditions
 * the Company's dependence on a few large customers
 * price fluctuations in the raw materials used by the Company, particularly
   plastic resin and steel
 * competitive conditions in the Company's markets
 * the seasonal nature of the Company's business
 * fluctuations in the stock market
 * the extent to which the Company is able to retain and attract key
   personnel
 * financial condition of our retail customers
 * relationships with retailers
 * the impact of federal, state and local environmental requirements
   (including the impact of future environmental claims against the Company)

   As a  result, the Company's  operating results  may fluctuate,  especially
 when measured on a quarterly basis.  The Company undertakes no obligation to
 revise forward-looking statements to  reflect events or circumstances  after
 the date  hereof  or to  reflect  the occurrence  of  unanticipated  events.
 Readers are  also  urged  to  carefully  review  and  consider  the  various
 disclosures made by the Company in this report and in the Company's periodic
 reports on Forms 10-K, 10-Q and  8-K filed with the Securities and  Exchange
 Commission.   Such  reports attempt  to  advise interested  parties  of  the
 factors which affect the Company's business.


 PART II. OTHER INFORMATION


 Item 1. Legal Proceedings

       See  Note 9  -  Contingent  Liabilities  of  the  Notes  to  Condensed
       Consolidated  Financial  Statements,  included  herein,  regarding   a
       lawsuit pending against the Company.


 ITEM 6. Exhibits and Reports on Form 8-K

       (a) Exhibits - none

       (b) Current reports on Form 8-K.

       Registrant  filed a Current Report on Form  8-K dated August 13  2002,
       under  Item  9 (Regulation  FD Disclosure)  disclosing  certifications
       made  by the Registrant's  Chairman of the  Board and Chief  Executive
       Officer,  James R.  Tennant, and  Executive Vice  President and  Chief
       Financial  Officer, James E. Winslow,  solely pursuant to Section  906
       of the Sarbanes-Oxley Act of 2002.

       Registrant  filed a Current Report on Form 8-K dated August 16,  2002,
       to disclose that the Registrant issued a press release disclosing  its
       financial results for its second quarter 2002.



                                  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 8, 2002

<PAGE>

                                CERTIFICATIONS

 I, James R. Tennant,  Chairman of the Board  and Chief Executive Officer  of
 Home Products International, Inc., certify that:

      1.  I have reviewed this quarterly report on Form 10-Q of Home Products
 International, Inc.;

      2.  Based on my knowledge,  this quarterly report does not contain  any
 untrue statement  of  a material  fact  or omit  to  state a  material  fact
 necessary to make the statements made,  in light of the circumstances  under
 which such statements were made, not  misleading with respect to the  period
 covered by this quarterly report;

      3. Based on my knowledge, the financial statements, and other financial
 information included  in  this  quarterly  report,  fairly  present  in  all
 material respects the  financial condition, results  of operations and  cash
 flows of  the registrant  as of,  and  for, the  periods presented  in  this
 quarterly report;

      4.  The registrant's  other certifying officers  and I are  responsible
 for establishing  and maintaining  disclosure  controls and  procedures  (as
 defined in Exchange Act Rules 13a-14  and 15d-14) for the registrant and  we
 have:

      a)  designed  such disclosure controls  and procedures  to ensure  that
 material information relating to the registrant, including its  consolidated
 subsidiaries,  is  made  known  to  us  by  others  within  those  entities,
 particularly during  the period  in which  this  quarterly report  is  being
 prepared;

      b)  evaluated the effectiveness of the registrant's disclosure controls
 and procedures as of a date within 90 days prior to the filing date of  this
 quarterly report (the "Evaluation Date"); and

      c)   presented  in this  quarterly  report our  conclusions  about  the
 effectiveness of  the  disclosure  controls  and  procedures  based  on  our
 evaluation as of the Evaluation Date;

      5. The registrant's  other certifying  officers and  I have  disclosed,
 based on our most  recent evaluation, to the  registrant's auditors and  the
 audit committee of registrant's board of directors:

      a)  all significant deficiencies in the design or operation of internal
 controls which could  adversely affect the  registrant's ability to  record,
 process, summarize and  report financial data  and have  identified for  the
 registrant's auditors any material weaknesses in internal controls; and

      b)  any  fraud, whether or  not material, that  involves management  or
 other employees who  have a significant  role in  the registrant's  internal
 controls; and

      6.  The registrant's other certifying officers and I have indicated  in
 this quarterly  report whether  or not  there  were significant  changes  in
 internal controls  or  in  other factors  that  could  significantly  affect
 internal controls  subsequent to  the date  of our  most recent  evaluation,
 including any corrective actions with regard to significant deficiencies and
 material weaknesses.



 Date: November 8, 2002                  By: /s/ James R. Tennant
                                         --------------------------------
                                         James R. Tennant
                                         Chairman of the Board and
                                         Chief Executive Officer


<PAGE>


 I, James E. Winslow, Executive Vice President and Chief Financial Officer of
 Home Products International, Inc., certify that:

      1.  I have reviewed this quarterly report on Form 10-Q of Home Products
 International, Inc.;

      2.  Based on my knowledge,  this quarterly report does not contain  any
 untrue statement  of  a material  fact  or omit  to  state a  material  fact
 necessary to make the statements made,  in light of the circumstances  under
 which such statements were made, not  misleading with respect to the  period
 covered by this quarterly report;

      3. Based on my knowledge, the financial statements, and other financial
 information included  in  this  quarterly  report,  fairly  present  in  all
 material respects the  financial condition, results  of operations and  cash
 flows of  the registrant  as of,  and  for, the  periods presented  in  this
 quarterly report;

      4.  The registrant's  other certifying officers  and I are  responsible
 for establishing  and maintaining  disclosure  controls and  procedures  (as
 defined in Exchange Act Rules 13a-14  and 15d-14) for the registrant and  we
 have:

      a)  designed  such disclosure controls  and procedures  to ensure  that
 material information relating to the registrant, including its  consolidated
 subsidiaries,  is  made  known  to  us  by  others  within  those  entities,
 particularly during  the period  in which  this  quarterly report  is  being
 prepared;

      b)  evaluated the effectiveness of the registrant's disclosure controls
 and procedures as of a date within 90 days prior to the filing date of  this
 quarterly report (the "Evaluation Date"); and

      c)   presented  in this  quarterly  report our  conclusions  about  the
 effectiveness of  the  disclosure  controls  and  procedures  based  on  our
 evaluation as of the Evaluation Date;

      5. The registrant's  other certifying  officers and  I have  disclosed,
 based on our most  recent evaluation, to the  registrant's auditors and  the
 audit committee of registrant's board of directors:

      a)  all significant deficiencies in the design or operation of internal
 controls which could  adversely affect the  registrant's ability to  record,
 process, summarize and  report financial data  and have  identified for  the
 registrant's auditors any material weaknesses in internal controls; and

      b)  any  fraud, whether or  not material, that  involves management  or
 other employees who  have a significant  role in  the registrant's  internal
 controls; and

      6.  The registrant's other certifying officers and I have indicated  in
 this quarterly  report whether  or not  there  were significant  changes  in
 internal controls  or  in  other factors  that  could  significantly  affect
 internal controls  subsequent to  the date  of our  most recent  evaluation,
 including any corrective actions with regard to significant deficiencies and
 material weaknesses.


 Date: November 8, 2002                  By: /s/ James E. Winslow
                                         --------------------------------
                                         James E. Winslow
                                         Executive Vice President and
                                         Chief Financial Officer