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

                                  FORM 10-Q

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

                 For the Quarterly Period Ended June 29, 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 August 3, 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           5
                     Flows

                   Notes to Condensed Consolidated Financial           6
                     Statements

          Item 2.  Management's Discussion and Analysis of
                     Financial Condition and Results of Operations    13

          Item 3.  Quantitative and Qualitative Disclosures
                     About Market Risk                                21

  Part II. Other Information


          Items 1 through 3 and Item 5 are not applicable             n/a

          Item 4.  Submission of Matters to a Vote of Security        24
                     Holders

          Item 6.  Exhibits and Reports on Form 8-K                   24


  Signature                                                           25

<PAGE>

 PART I.  FINANCIAL INFORMATION

 Item 1.  Financial Statements


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

                                                     (Unaudited)
                                                       June 29,   December 29,
                                                         2002         2001
                                                       --------     --------
                       Assets
 Current assets:
   Cash and cash equivalents ...............          $     501    $   1,091
   Accounts receivable, net ................             39,914       36,577
   Inventories .............................             26,183       17,043
   Prepaid expenses and other current assets              1,372        2,275
                                                       --------     --------
     Total current assets ..................             67,970       56,986
                                                       --------     --------
 Property, plant and equipment - at cost ...             89,498       87,502
 Less accumulated depreciation and
   amortization ............................            (50,042)     (44,871)
                                                       --------     --------
 Property, plant and equipment, net ........             39,456       42,631
                                                       --------     --------
 Patents and non-compete agreements, net ...              1,363        1,616
 Goodwill, net .............................             74,759       74,759
 Other non-current assets ..................             12,043       11,351
                                                       --------     --------
      Total assets .........................          $ 195,591    $ 187,343
                                                       ========     ========
        Liabilities and Stockholders' Equity
 Current liabilities:
   Accounts payable ........................           $ 19,640    $  16,834
   Accrued liabilities .....................             33,304       33,916
   Current maturities of long-term
     obligations ...........................                158          158
                                                       --------     --------
      Total current liabilities ............             53,102       50,908
                                                       --------     --------
 Long-term obligations - net of current
   maturities ..............................            131,069      130,447
 Other liabilities .........................              3,233        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; 8,659,832 shares
    issued at June 29, 2002 and 8,641,338
    shares issued at December 29, 2001 .....                 87           87
   Additional paid-in capital ..............             50,010       49,920
   Accumulated deficit .....................            (35,098)     (40,262)
   Common stock held in treasury - at cost
     822,394 shares at June 29, 2002 and
     December 29, 2001 .....................             (6,528)      (6,528)
   Deferred compensation ...................               (284)        (397)
                                                       --------     --------
     Total stockholders' equity ............              8,187        2,820
                                                       --------     --------
     Total liabilities and stockholders'
       equity ..............................          $ 195,591    $ 187,343
                                                       ========     ========

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

<PAGE>

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


                                        Thirteen weeks      Twenty-six weeks
                                             ended               ended
                                       --------------------------------------
                                      June 29,  June 30,  June 29,   June 30,
                                        2002      2001      2002       2001
                                       --------------------------------------
 Net sales .........................  $59,623   $65,858   $110,630   $129,984
 Cost of goods sold ................   44,092    49,954     82,326     99,872
 Special charge, net ...............        -         -          -        110
                                       ------    ------    -------    -------
   Gross profit ....................   15,531    15,904     28,304     30,002

 Operating expenses:
   Selling .........................    4,503     5,032      8,820     10,401
   Administrative ..................    3,376     3,788      6,685      7,718
   Amortization of intangible assets      123       930        253      1,859
   Restructuring and other charges..        -         -          -      2,483
                                       ------    ------    -------    -------
                                        8,002     9,750     15,758     22,461
                                       ------    ------    -------    -------
   Operating profit ................    7,529     6,154     12,546      7,541
                                       ------    ------    -------    -------
 Other income (expense):
   Interest income .................        5         7         54         17
   Interest expense ................   (3,454)   (5,391)    (6,938)   (10,870)
   Other income (expense), net .....     (169)       21       (197)        87
                                       ------    ------    -------    -------
                                       (3,618)   (5,363)    (7,081)   (10,766)
                                       ------    ------    -------    -------
    Income (loss) before income taxes   3,911       791      5,465     (3,225)

 Income tax expense .................    (176)      (31)      (300)       (98)
                                       ------    ------    -------    -------
    Net income (loss) ............... $ 3,735   $   760   $  5,165   $ (3,323)
                                       ======    ======    =======    =======
 Net income (loss) per common share:
    Basic ........................... $  0.48   $  0.10   $   0.67   $  (0.45)
                                       ======    ======    =======    =======
    Diluted ......................... $  0.45   $  0.10   $   0.63   $  (0.45)
                                       ======    ======    =======    =======

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

<PAGE>

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


                                                       Twenty-six weeks ended
                                                        ---------------------
                                                        June 29      June 30,
                                                          2002         2001
                                                        --------     --------
 Operating activities:
  Net income (loss) ..............................     $   5,165    $  (3,323)
  Adjustments to reconcile net income (loss) to
  net cash provided by operating activities:
   Depreciation and amortization .................         5,422        7,965
   Amortization of stock compensation ............           113          112
   Loss on the abandonment of assets .............           186            -
   Other, net ....................................          (627)         (52)
   Changes in current assets and liabilities:
     (Increase) decrease in accounts receivable...        (3,337)       2,665
     Increase in inventories......................        (9,140)      (1,026)
     Decrease in prepaid expenses and other.......           903          360
     Increase (decrease) in accounts payable......         2,806       (4,147)
     Decrease in accrued liabilities..............          (612)      (1,314)
                                                        --------     --------
 Net cash provided by operating activities........           879        1,240
                                                        --------     --------
 Investing activities:
  Proceeds from sale of building, net ............             -        1,218
  Capital expenditures, net ......................        (2,059)      (2,756)
                                                        --------     --------
 Net cash used for investing activities ..........        (2,059)      (1,538)
                                                        --------     --------
 Financing activities:
  Net borrowings under loan and security agreement           592            -
  Net borrowings on revolving line of credit......             -          500
  Payments on term loan borrowings ...............             -       (1,500)
  Payments of capital lease obligation ...........           (93)         (76)
  Exercise of stock options, issuance of common
   stock under stock purchase plan and other......            91            -
                                                        --------     --------
 Net cash provided (used) by financing activities            590       (1,076)
                                                        --------     --------
  Net decrease in cash and cash equivalents.......          (590)      (1,374)
  Cash and cash equivalents at beginning of year..         1,091        3,152
                                                        --------     --------
  Cash and cash equivalents at end of period......     $     501    $   1,778
                                                        ========     ========
 Supplemental disclosures
 Cash paid in the period:
  Interest .......................................     $   6,178    $   9,983
                                                        --------     --------
  Income taxes, net ..............................     $     155    $     208
                                                        --------     --------
 Non-cash financing activities:
  Capital lease obligation .......................     $     123    $       -
                                                        --------     --------


  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  weeks
 ended June  29,  2002  and  June  30,  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 June 29, 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 twenty-six
 weeks ended June 29,  2002 are not necessarily  indicative of the  operating
 results to be expected  for the full year.  Certain amounts in prior  period
 financial statements and related notes have been reclassified to conform  to
 the 2002 presentation.

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


 Note 2. 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.

      Estimated amortization  expense  for the  next  five fiscal  years  and
 thereafter from December  30, 2001 based  on intangible assets  at June  29,
 2002 is as follows (in thousands):

                              Estimated
                            Amortization
          Fiscal Year          Expense
          -----------          -------
             2002                $505
             2003                $505
             2004                $505
             2005                $  3
             2006                $  -
           Thereafter            $  -

      The following  table provides  comparative  earnings and  earnings  per
 share as if the non-amortization provisions of SFAS No. 142 had been adopted
 for all periods presented:

                                        Thirteen weeks      Twenty-six weeks
                                             ended               ended
                                       --------------------------------------
                                      June 29,  June 30,  June 29,   June 30,
                                        2002      2001      2002       2001
                                       --------------------------------------
 Net income (loss), as reported ...   $ 3,735   $   760   $  5,165   $ (3,323)
 Goodwill amortization, as reported         -       770          -      1,540
                                       ------    ------    -------    -------
 Net income (loss), as adjusted ...   $ 3,735   $ 1,530   $  5,165   $ (1,783)
                                       ======    ======    =======    =======
 Basic earnings (loss) per share,
   as reported ....................   $  0.48   $  0.10   $   0.67   $  (0.45)
 Goodwill amortization, as reported         -      0.10          -       0.21
                                       ------    ------    -------    -------
 Basic earnings (loss) per share,
   as adjusted ....................   $  0.48   $  0.20   $   0.67   $  (0.24)
                                       ======    ======    =======    =======
 Diluted earnings (loss) per share,
   as reported ....................   $  0.45   $  0.10   $   0.63   $  (0.45)
 Goodwill amortization, as reported         -      0.10          -       0.21
                                       ------    ------    -------    -------
 Diluted earnings (loss) per share,
   as adjusted ....................   $  0.45   $  0.20   $   0.63   $  (0.24)
                                       ======    ======    =======    =======


 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 29, 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 has not  yet
 determined the effects  SFAS No. 143  will have on  its financial  position,
 results of operations or cash flows.

      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.  The Company is currently  evaluating
 the potential impact, if any, the adoption of SFAS No. 146 will have on  its
 results of operations, cash flows or financial position.


 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.


                                         June 29,     December 29,
                                           2002           2001
                                           ------        ------
   Finished goods.....................    $17,793       $12,016
   Work-in-process....................      2,428         1,717
   Raw materials......................      5,962         3,310
                                           ------        ------
                                          $26,183       $17,043
                                           ======        ======


 Note 5. Net Income (Loss) Per Share

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

                                        Thirteen weeks      Twenty-six weeks
                                             ended               ended
                                       --------------------------------------
                                      June 29,  June 30,  June 29,   June 30,
                                        2002      2001      2002       2001
                                       --------------------------------------

 Net income (loss)                    $ 3,735  $    760  $  5,165   $ (3,323)
 Weighted average common shares
   outstanding: basic                   7,750     7,467      7,744      7,465
 Impact of stock options, warrants
   and restricted stock                   462       156        417          -
                                       ======    ======    =======    =======
 Weighted average common shares
  outstanding: diluted                  8,212     7,623      8,161      7,465
                                       ======    ======    =======    =======

 Net income (loss) per share: basic   $  0.48   $  0.10   $   0.67   $  (0.45)
                                       ======    ======    =======    =======
 Net income (loss) per share: diluted $  0.45   $  0.10   $   0.63   $  (0.45)
                                       ======    ======    =======    =======


      Earnings per common  share - basic  is computed based  on the  weighted
 average number of outstanding  common shares.  Earnings  per common share  -
 diluted includes the weighted average  effect of dilutive options,  warrants
 and restricted stock  on the weighted  average shares  outstanding. For  the
 twenty-six  weeks  ended  June  30,  2001  dilutive  options,  warrants  and
 restricted stock were not  included in the  computation of diluted  earnings
 per share because the assumed exercise  of such equivalents would have  been
 antidilutive.  The antidilutive stock options, warrants and restricted stock
 not included above is 78.


 Note 6. 2001 Special, Restructuring and Other Charges

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

      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 herein as  the "2001  Charges").   All
 planned restructuring initiatives were completed  in 2001 and no  additional
 charges were recorded during  the thirteen and  twenty-six weeks ended  June
 29, 2002.


 The 2001 Charges are summarized as follows:


                                                           2001       2001
                                               2001      Change in    Net
                                              Charge     estimate    charge
                                              ------      ------     ------
 Cost of Goods Sold:
  Special Charges:

    Inventory relocation and liquidation     $   765     $  (590)   $   175
    SKU reduction and inventory
     adjustments related to 1999                   -         (65)       (65)
                                              ------      ------     ------
    Total charge to cost of goods sold           765        (655)       110
                                              ------      ------     ------

 Operating Expenses:

  Restructuring and other charges:
    Plant and facilities:
     Relocation of machinery & equipment       1,179           -      1,179
     Lease termination & sub-lease costs          11         960        971
    Elimination of obsolete assets                 -          29         29
    Employee related costs                       278          63        341
    Other costs                                   36         (73)       (37)
                                              ------      ------     ------
    Total charge to operating expenses         1,504         979      2,483
                                              ------      ------     ------
      Total net charges                      $ 2,269     $   324    $ 2,593
                                              ======      ======     ======


      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.

      A breakdown of  the 2001  Charges between  cash and  non-cash items  is
 summarized as follows.   The special charges are  comprised of $120 of  cash
 and  $55  for  non-cash items.  The  restructuring  and  other  charges  are
 comprised of $2,311 of cash items and a $172 of charges related to  non-cash
 items.

      The Company identified a  total of 124  hourly and salaried  Leominster
 employees to  be  terminated  in  accordance  with  the  2001  restructuring
 initiatives.   As  of  June  29,  2002  all  of  these  employees  had  been
 terminated.

      Restructuring plans established in connection with the 2001 Charges are
 proceeding as planned and remaining restructuring reserves of $3,920, as  of
 June 29, 2002, are considered adequate. Total net cash outlays were $222  in
 the twenty-six  week period  ended June  29,  2002.   Restructuring  reserve
 balances as  of December  29, 2001,  activity during  the current  year  and
 restructuring reserve balances as of June 29, 2002, were as follows:


                                       Reserve     Amounts      Reserve
                                      balance at   Utilized    balance at
                                       12/29/01    in 2002      06/29/02
                                        -------     -----        -------
    Inventory                          $    278    $  (87)      $    191
    Leased plant and facilities           3,116      (172)         2,944
    Obsolete and duplicate
      leased assets                         373       (42)           331
    Employee related costs                   50         -             50
    Other                                   412        (8)           404
                                        -------     -----        -------
                                       $  4,229    $ (309)      $  3,920
                                        =======     =====        =======


 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 million in cash (the "Sale"). The
 net sale proceeds of  $69.5 million (including  transaction costs and  other
 related costs) were used to retire the Company's term debt and a portion  of
 its revolving credit borrowings. 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.

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


                                          Thirteen  Twenty-six
                                           weeks        weeks
                                           ended        ended
                                          --------------------
                                          June 30,     June 30,
                                            2001         2001
                                          --------------------
 Net sales                               $ 54,386     $111,381
                                          =======      =======
 Net income (loss)                       $   (691)     $(3,773)
                                          =======      =======
 Net income (loss) per common share      $  (0.09)      $(0.51)
                                          =======      =======

 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 approximately  $39
 million which expire in 2010 to 2020.  Accordingly, the income tax provision
 primarily reflects foreign taxes.

<PAGE>


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

      This commentary  should  be  read in  conjunction  with  the  Company's
 consolidated  financial  statements  and  related  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 and  estimates  upon
 which its  financial position  and results  of operations  depend are  those
 relating to  revenue  recognition,  inventory  valuation  and  restructuring
 reserves. Since  the end  of the  first  quarter of  fiscal year  2002,  the
 Company added the policy for allowance for doubtful accounts to its list  of
 critical accounting policies. During the second quarter, the Company did not
 change those policies or adopt any new polices.  The Company summarizes  its
 most critical accounting policies below.

 * Revenue recognition. Revenue from the sale of products is recognized  upon
   shipment  of products  to customers.   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 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 purchases  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,  which  are   updated
   periodically and  supported by  actual cost  data.   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  estimated  losses.   The  Company  also
   maintains  reserves  against  inventory  shrinkage.   At  a  minimum,  the
   Company  takes  a physical  inventory  verifying  the items  on  hand  and
   comparing  its perpetual  records  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 not  associated
   with nor do they benefit continuing business activities.  Inherent in  the
   estimation  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 updated
   estimates.


 2001 Special, Restructuring and Other Charges

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

      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 herein as  the "2001  Charges").   All
 planned restructuring initiatives were completed  in 2001 and no  additional
 charges were recorded during the thirteen and twenty-six week periods  ended
 June 29, 2002.


 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,
 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.


 Thirteen weeks ended June 29, 2002 compared to the thirteen weeks ended June
 30, 2001

      In the  discussion and  analysis that  follows, all  references to  the
 second quarter of 2002 are to the  thirteen week period ended June 29,  2002
 and all references to the  second quarter of 2001  are to the thirteen  week
 period ended June 30, 2001.  The following discussion and analysis  compares
 the actual results for the first quarter  of 2002 to the actual results  for
 the first quarter  of 2001 with  reference to the  following (in  thousands,
 except per share amounts; unaudited):


                                                Thirteen weeks ended
                                          ---------------------------------
                                          June 29, 2002       June 30, 2001
                                          --------------     --------------
 Net sales .......................       $59,623   100.0%   $65,858   100.0%
 Cost of goods sold ..............        44,092    74.0     49,954    75.9
                                          ------   -----     ------   -----
   Gross profit ..................        15,531    26.0     15,904    24.1

 Operating expenses ..............         7,879    13.2      8,820    13.4
 Amortization of intangible assets           123     0.2        930     1.4
                                          ------   -----     ------   -----
   Operating profit ..............         7,529    12.6      6,154     9.3

 Interest expense ................        (3,454)   (5.8)    (5,391)   (8.1)
 Other income, net ...............          (164)   (0.3)        28     0.0
                                          ------   -----     ------   -----
   Income before income taxes ....         3,911     6.5        791     1.2

   Income tax  ...................          (176)   (0.3)       (31)   (0.0)
                                          ------   -----     ------   -----
   Net income  ...................       $ 3,735     6.2%   $   760     1.2%
                                          ======   =====     ======   =====

   Net income per share - Basic          $  0.48            $  0.10

   Net income  per share - Diluted       $  0.45            $  0.10

 Weighted average common shares
  Outstanding -
   Basic                                   7,750              7,467
   Diluted                                 8,212              7,623


      Net sales.  Net sales of  $59.6 million in 2002 decreased $6.2  million
 from $65.9 million in 2001.  The divestiture of the servingware product line
 resulted in a sales reduction of  $11.5 million leaving a sales increase  of
 $5.3 million for  the remaining  product lines.   Sales  increases were  the
 result of additional product placement at the Company's top three customers.
 Sales to  the top  three customers  were  $41.4 million  in 2002  and  $32.4
 million in 2001.  The Company's primary selling season is during the  second
 and third quarters  of the calendar  year.  Growth  rates in any  individual
 quarter may not be indicative of the entire year or coming quarters.

      Gross profit.   The Company's  gross profit  in the  quarter was  $15.5
 million as  compared to  $15.9  million in  2001  and gross  profit  margins
 improved to 26.0% from 24.1% a  year ago.  The divested servingware  product
 line contributed  $4.5 million  of  gross profit  in  2001.   Excluding  the
 servingware product line, gross margins were  26.0% as compared to 20.9%  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  $7.9  million
 versus $8.8 million in 2001.  The  sale of PI reduced operating expenses  by
 $1.3 million.  During the 2002 quarter, a bad debt provision of $0.4 million
 was recorded related to certain export receivables.

      Amortization of intangible assets.   Amortization of intangible  assets
 in 2002 was 0.2% of net sales or $0.1 million versus 1.4% or $0.9 million in
 2001. The decrease in  2002 reflects the reduction  of goodwill relating  to
 the disposition of  PI as  well as a  change in  accounting principles  that
 eliminates goodwill  amortization.   Remaining  amortization  of  intangible
 assets relates to patents and trademarks.

      Interest expense.  Interest expense of  $3.5 million in 2002  decreased
 $1.9 million from $5.4 million in 2001. The decrease in interest expense  is
 primarily due to the significant retirement  of debt during the last  twelve
 months.  Outstanding debt at  June 29, 2002 was  $89.3 million lower than  a
 year ago.   Debt  paydowns are  due to  the proceeds  from the  sale of  PI,
 improved operating results and reductions in working capital.

      Other income (expense).  Other income (expense) in both years is due to
 small amounts of interest income and the gain or loss on the sale of retired
 fixed assets.  Such amounts are insignificant to total operating results.

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

      Net income (loss).  In 2002 the Company had net income of $3.7 million,
 or $0.45 per diluted share,  as compared to net  income of $0.8 million,  or
 $0.10 per diluted share in 2001. On a pro forma basis that excludes the 2001
 earnings from PI and  the impact of the  change in accounting for  goodwill,
 the net loss  in 2001  would have been  $0.2 million,  a loss  of $0.02  per
 share.  Improved results on  a pro forma basis  are due to increased  sales,
 improved margins and reduced interest expense.

 The  diluted  weighted  average number of shares  outstanding  increased  to
 8,212,095 from 7,750,251 a year ago.   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.


 Twenty-six weeks ended June 29, 2002 compared to the twenty-six weeks  ended
 June 30, 2001

      In the discussion and analysis that follows, all references to 2002 are
 to the twenty-six week period ended June 29, 2002 and all references to 2001
 are to  the twenty-six  week period  ended  June 30,  2001.   The  following
 discussion and analysis compares the actual  results for 2002 to the  actual
 results for 2001 with reference to  the following (in thousands, except  per
 share amounts; unaudited):

                                               Twenty-six weeks ended
                                          ---------------------------------
                                          June 29, 2002       June 30, 2001
                                          --------------     --------------

 Net sales ...........................   $110,630  100.0%   $129,984  100.0%
 Cost of goods sold ..................     82,326   74.4      99,872   76.8
 Special charges, net ................          -      -         110    0.1
                                          -------  -----     -------  -----
   Gross profit ......................     28,304   25.6      30,002   23.1

 Operating expenses ..................     15,505   14.0      18,119   14.0
 Amortization of intangible assets            253    0.2       1,859    1.4
 Restructuring and other charges                -      -       2,483    1.9
                                          -------  -----     -------  -----
   Operating profit ..................     12,546   11.4       7,541    5.8

 Interest expense ....................     (6,938)  (6.3)    (10,870)  (8.4)
 Other income (expense), net .........       (143)  (0.1)        104    0.1
                                          -------  -----     -------  -----
   Income (loss) before income taxes..      5,465    5.0      (3,225)  (2.5)

 Income tax (expense) ................       (300)  (0.3)        (98)  (0.1)
                                          -------  -----     -------  -----
 Net income (loss) ...................   $  5,165    4.7%   $ (3,323)  (2.6)%
                                          =======  =====     =======  =====

 Net income (loss) per share - Basic..   $   0.67           $  (0.45)

 Net income (loss) per share - Diluted   $   0.63           $  (0.45)

 Weighted average common shares
  Outstanding -
   Basic                                    7,744              7,465
   Diluted                                  8,161              7,465


      Net sales.  Net sales of $110.6 million in 2002 decreased $19.4 million
 from $130.0 million  in 2001.   The divestiture of  the servingware  product
 line resulted in  a sales reduction  of $18.6 million.   An additional  $6.0
 million of  sales was  lost  due to  the  bankruptcy of  several  customers,
 primarily Ames.  More than offsetting  the lost sales to bankrupt  customers
 was favorable sales gains at the Company's largest three customers. Sales to
 the top three customers totaled $76.9  million in 2002 as compared to  $64.9
 million in 2001, an increase  of 18%.  The  higher sales at these  customers
 are the result of increased product placement as well as the shift in  sales
 that has occurred as a result of several retailer bankruptcies.

      Special Charges.  In 2001, the Company recorded 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  year  to date  was  $28.3
 million as  compared to  $30.0  million in  2001  and gross  profit  margins
 improved to 25.6% from 23.1% a  year ago.  The divested servingware  product
 line,  which  had  higher  margins   than  the  housewares  product   lines,
 contributed $7.0 million of gross profit in 2001.  Excluding the servingware
 product line, gross margins were 25.6% in  2002 as compared to 20.8% 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  $15.5  million
 versus  $18.1  million  in  2001.  The sale of PI reduced operating expenses
 by  $3.0  million.  Pro  forma  operating  expenses,  which exclude PI, have
 increased between years due to higher bad debt charges  on  export and Kmart
 receivables.

      Amortization of intangible assets.   Amortization of intangible  assets
 in 2002 was 0.2% of net sales or $0.3 million versus 1.4% or $1.9 million in
 2001. The decrease in  2002 reflects the reduction  of goodwill relating  to
 the disposition of  PI as  well as a  change in  accounting principles  that
 eliminates goodwill  amortization.   Remaining  amortization  of  intangible
 assets relates to patents and trademarks.

      Restructuring  and  Other  Charges.   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
 are comprised of (i) charge for  the relocation of machinery and  equipment,
 (ii) lease termination and sub-lease costs, (iii) write off of obsolete  and
 duplicate assets  that  were  used at  the  Leominster  facility  and  other
 facilities, (iv) employee related severance costs, and (v) reversal of other
 related restructuring costs.

      Interest expense.  Interest expense of  $6.9 million in 2002  decreased
 $4.0 million from $10.9 million in 2001. The decrease in interest expense is
 primarily due to the significant retirement  of debt during the last  twelve
 months.  Debt paydowns are due to the proceeds from the sale of PI, improved
 operating results and reductions in working capital.

      Other income (expense).  Other income (expense) in both years is due to
 small amounts of interest income and the gain or loss on the sale of retired
 fixed assets.  Such amounts are insignificant to total operating results.

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

      Net income (loss).  In 2002 the Company had net income of $5.2 million,
 or $0.63 per diluted share, as  compared to a net  loss of $3.3 million,  or
 $0.45 per diluted share in 2001. On a pro forma basis that excludes the 2001
 earnings from  PI,  the  2001  Charges  and the  impact  of  the  change  in
 accounting for goodwill, the net loss in 2001 would have been $0.1  million,
 a loss of $0.02 per share.

 The diluted  weighted  average number  of  shares outstanding  increased  to
 8,161,168 from 7,465,369 a year ago.   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. For 2001 dilutive options, warrants and restricted stock
 were not included in  the diluted weighted average  number of shares due  to
 the loss in the period.


 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) increased during the second quarter.  Net debt at June 29, 2002 was
 $130.7 million as compared  to $128.3 million on  March 30, 2002 and  $129.5
 million at December 29, 2001.  Negative cash flow during the second  quarter
 was $2.5  million  as  receivables  and  inventory  increased  to  meet  the
 seasonally  higher  sales  levels of  the  second  and  third  quarters.  In
 addition, semi annual high yield bond  interest payments of $6 million  were
 funded during the quarter.  The Company's current working capital, excluding
 cash and short  term debt,  was $14.5 million  or $7.0  million higher  than
 March 30, 2002.

      Capital spending in the  second quarter was  $1.3 million which  brings
 capital spending  for the  first six  months of  the year  to $2.2  million.
 Capital spending in the first six months of 2001 was $2.8 million.   Capital
 spending in the current year is primarily related to new product tooling.

      The Company will make a payment of approximately $2.4 million to A &  E
 Products Group LP, an affiliate of Tyco International, in the third  quarter
 of 2002.  This payment represents a final post-closing adjustment related to
 the sale of the Company's Plastics, Inc.  servingware product line to A &  E
 Products Group LP, which was completed on July 6, 2001.

      The Company believes its $50 million  line of credit together with  its
 cash  flow  from  operations  will   provide  sufficient  capital  to   fund
 operations, make  required interest  payments and  meet anticipated  capital
 spending needs.   Borrowings of $1.5  million were outstanding  at June  29,
 2002 and our borrowing availability was $42.8 million.

      The Company was in  compliance with all loan  covenants as of June  29,
 2002.

 Management Outlook and Commentary


 * 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.  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.   Growth rates  in any individual  quarter
   may not be indicative of the entire year or coming quarters.

 * The sales in  the first six months were below  a year ago due to  customer
   bankruptcies.   As  we  continue through  the  year, comparisons  will  be
   negatively  impacted as  a  result of  the  lost sales  such  bankruptcies
   represent.   Third and fourth  quarter comparisons will  be less  impacted
   than were the first six months.

 * 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.   Although last  year's divestiture of  the
   Servingware  product line  has reduced  the  Company's exposure  to  resin
   price fluctuations,  resin costs continue  to be a  meaningful element  of
   the  Company's  cost  structure.  During  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  six months of 2002, market prices  for
   resin have increased.  Second half 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.

 * Recently announced  steel tariffs will  likely have a  negative impact  on
   the Company's steel costs.   The Company currently uses domestic steel  in
   its ironing  boards.  Due to  the protection afforded  by the 30%  tariff,
   domestic steel suppliers have already announced price increases.

 * 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, 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 estimates that its  tax loss carryforwards as of December  29,
   2001 are in excess of $39 million.

 * The Company  is highly  leveraged with  total debt  representing over  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 half 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 with Fleet Capital provide  increased
   flexibility for  the use of borrowed  funds.  The Company  is now free  to
   pursue selected acquisitions  that would increase shareholder value.   The
   covenants take into account seasonal fluctuations and give recognition  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.

 * 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.
   However, until we are able to significantly increase our cash position  or
   reduce our debt levels, we will not pursue any major 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
 twenty-six weeks ended  June 29,  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.   Management   does  not  anticipate
 significant fluctuations in the cost of these materials during the remainder
 of 2002.   On the other  hand the cost  of these items  is affected by  many
 factors outside of the Company's control  and changes to the current  trends
 are possible. There have been no significant changes in the costs of plastic
 resin, steel and griege fabric during the second quarter 2002 as compared to
 the fourth quarter 2001.  See "Management Outlook and Commentary" above.

      The Company has  entered into commitments  to purchase certain  minimum
 annual volumes of plastic resin.  These purchase commitments approximate 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.

 Forward Looking Statements

      This  quarterly  report  on  Form  10-Q,  including  the  "Management's
 Discussion and Analysis of Financial  Condition and Results of  Operations",
 "Management  Outlook  and  Commentary"  and  "Quantitative  and  Qualitative
 Disclosures about Market Risk" sections, contain forward-looking  statements
 within the meaning of the "safe-harbor" provisions of the Private Securities
 Litigation Reform Act  of 1995. Such  statements are  based on  management's
 current  expectations  and  are   subject  to  a   number  of  factors   and
 uncertainties which could  cause actual  results to  differ materially  from
 those  described  in  the  forward-looking  statements.  Such  factors   and
 uncertainties include, but are not limited to:

 * the impact of the level of the Company's indebtedness
 * restrictive covenants contained in the Company's various debt documents
 * general economic conditions
 * the Company's dependence on a few large customers
 * price fluctuations in the raw materials used by the Company, particularly
   plastic resin
 * competitive conditions in the Company's markets
 * the seasonal nature of the Company's business
 * fluctuations in the stock market
 * the extent to which the Company is able to retain and attract key
   personnel
 * 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 4. Submission of Matters to a Vote of Security Holders

 On May 23, 2002, the 2002 Annual Meeting of Stockholders of the Company  was
 held. The following is a brief description of the matters voted upon at  the
 meeting and tabulation of the voting therefor:

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

               Nominee             For           Withheld
               -------             ---           --------
        Charles R. Campbell     7,671,793          20,506
        Marshall Ragir          7,604,293          88,006
        Jeffrey C. Rubenstein   7,585,932         106,367
        Daniel B. Shure         7,671,793          20,506
        Joel D. Spungin         7,645,799          46,500
        James R. Tennant        7,660,658          31,641



 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  May 13, 2002,
          to  disclose  that  the  Registrant  terminated  the  engagement of
          Arthur Andersen LLP  as its independent  accountant.  The  decision
          to terminate  the engagement of Arthur Andersen LLP was recommended
          by  the Company's Audit Committee  and  approved  by  its  Board of
          Directors.

          Registrant  filed a Current Report on Form 8-K dated  May 20, 2002,
          to  disclose that the  Registrant named KPMG  LLP as  the Company's
          independent accountant to audit the Company's financial statements.

<PAGE>

                                  SIGNATURE



 Pursuant to the requirements of the Securities Exchange Act of 1934, the
 registrant has duly caused this report to be signed on its behalf by the
 undersigned thereunto duly authorized.

                               Home Products International, Inc.

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


 Dated:  August 13, 2002