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



                               FORM 10-Q

(Mark One)
[ X ]            QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934
                For the Period Ended September 27, 1997

                                   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 10, 1997 -
6,673,453
<PAGE>

                    HOME PRODUCTS INTERNATIONAL, INC

                                 INDEX

                                                                     Page
                                                                    Number
 Part I.  Financial Information

          Item 1.  Financial Statements

                   Condensed Consolidated Balance Sheets                 3

                   Condensed Consolidated Statements of Operations
                   and Retained Earnings                                 4 

                   Condensed Consolidated Statements of Cash Flows       5

                   Notes to Condensed Consolidated Financial Statements  6
           
          Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                   8

 Part II. Other Information

          Item 2.  Changes in Securities and Use of Proceeds            16

          Item 6.  Exhibits and Reports on Form 8-K                     16

 Signatures                                                             17
<PAGE>
<TABLE>
PART I    FINANCIAL INFORMATION
          ITEM 1.  FINANCIAL STATEMENTS

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

                                                   September   December
                                                      27,         28,
                                                     1997        1996
                                                  (unaudited)
<S>                  Assets                        <C>         <C>
Current assets:                                  
  Cash and cash equivalents ...................... $  3,521    $  2,879
                                                               
  Accounts receivable, net .......................   18,263       6,594 
  Inventories, net ...............................   15,635       4,391 
  Prepaid expenses and other current assets ......      432         100 
    Total current assets .........................   37,851      13,964 
Property, plant and equipment - at cost...........   43,950      22,515 
Less accumulated depreciation and amortization....  (18,746)    (14,581)
Property, plant and equipment, net................   25,204       7,934 
Intangible and other assets.......................   33,033       2,807 
Total assets......................................  $96,088     $24,705                                                   

     Liabilities and Stockholders' Equity
Current liabilities:
  Current maturities of long-term obligations       $ 3,038     $   838                                                    
  Accounts payable ...............................    7,880       1,956 
  Accrued liabilities ............................    8,260       4,018 
    Total current liabilities ....................   19,178       6,812 
Long-term obligations - net of current maturities.   36,883       6,184 
Stockholders' equity:
    Preferred Stock - authorized, 500,000 shares,
       $.01 par value; none issued................      -           -
    Common Stock - authorized 15,000,000 shares,
       $.01 par value; 6,672,453 shares issued at
       September 27, 1997 and 3,881,423 shares   
       issued at December 28,1996 ................       67          39
    Additional paid-in capital ...................   33,892      10,839 
    Retained earnings ............................    6,539       1,296 
    Common Stock held in treasury - at cost       
    (58,762 shares)...............................     (264)       (264)
    Currency translation adjustments .............     (207)       (201)
       Total stockholders' equity ................   40,027      11,709 
Total liabilities and stockholders' equity........  $96,088     $24,705                                                      

The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
                   HOME PRODUCTS INTERNATIONAL, INC.
 Condensed Consolidated Statements of Operations and Retained Earnings
                               (unaudited)
            (Dollars in thousands, except per share amounts)


                                      Thirteen Weeks  Thirty-nine Weeks
                                           Ended            Ended 
                                        Sept     Sept    Sept     Sept
                                         27,      28,     27,      28,
                                        1997     1996    1997     1996
<S>                                    <C>     <C>      <C>      <C>
Net sales ............................$32,875  $10,726  $97,636  $29,507
Cost of goods sold ................... 22,498    6,338   68,007   17,950
  Gross profit ....................... 10,377    4,388   29,629   11,557
                                                                  
Operating expenses
  Selling ............................  4,877    2,353   13,944    7,140 
  Administrative .....................  1,695    1,071    5,486    3,472 
  Amortization of intangible Assets...    208       52      615      139
                                        6,780    3,476   20,045   10,751
                                                               
  Operating profit  ..................  3,597      912    9,584      806 

Other income (expense)
  Interest income ....................      1       33       49       51
  Interest (expense) ................. (1,067)    (175)  (4,207)    (535)
  Other net ..........................    (42)      (6)      88       35                                                    
                                       (1,108)    (148)  (4,070)    (449)                                             

Earnings before  income taxes ........  2,489      764    5,514      357 

Income tax expense ...................    (68)     -       (271)     -  

Net earnings  ........................  2,421      764    5,243      357 
Retained earnings at beginning of   
  Period .............................  4,118       83    1,296      490
Retaining earnings at end of      
  Period .............................$ 6,539   $  847  $ 6,539   $  847

Net earnings per common and
    common equivalent share ..........$   .36   $ 0.20  $  0.99   $ 0.09
                                             
Number of weighted common and common
    equivalent shares outstanding.....   6,793   3,824    5,275    3,820 

The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
                   HOME PRODUCTS INTERNATIONAL, INC.
            Condensed Consolidated Statements of Cash Flows
                       (unaudited, in thousands)

                                                      Thirty-nine weeks
                                                            Ended
                                                     Sept 27,    Sept 28,
                                                       1997        1996
 <S>                                                 <C>          <C>
 Cash flows from operating activities:
 Net earnings ....................................   $ 5,243      $  357 
 Adjustments to reconcile net earnings to
 net cash (used) by operating activities:
  Depreciation and amortization ..................     5,205       1,649 
  Changes in assets and liabilities:
    (Increase) in accounts receivable ............    (2,809)     (2,611)
    (Increase) decrease in inventories ...........    (5,119)      1,099 
    (Increase) in refundable income taxes.........       -           (71)
    (Decrease) in accounts payable ...............    (6,477)        (19)
    Increase (decrease) in accrued liabilities....       218        (484)
  Other operating activities, net ................      (667)       (247)
Net cash (used) by operating activities...........    (4,406)       (327)

Cash flows from investing activities:
 Tamor Acquisition, net of cash acquired..........   (27,876)         -  
 Proceeds from sale or maturity of marketable      
 securities ......................................       -           286
 Capital expenditures, net .......................    (5,168)     (1,172)
 Loss on sale of fixed assets ....................       -            11 

Net cash (used) for investing activities..........   (33,044)       (875)
Cash flows from financing activities:
 Payments on borrowings ..........................   (33,497)        (47)
 Net proceeds from borrowings and warrants........    51,324         -   
 Net proceeds from secondary stock offering.......    20,171         -   
 Payment of capital lease obligation .............       (28)        (24)
 Exercise of common stock options and issuance of
  common stock under stock purchase plan..........       122          74

Net cash provided by financing activities.........    38,092           3 
 Net increase (decrease) in cash and cash              
  equivalents ....................................       642      (1,199)
 Cash and cash equivalents at beginning of period.     2,879       2,982 
 Cash and cash equivalents at end of period......    $ 3,521     $ 1,783

Supplemental disclosures of cash flow
information:
Cash paid during the period for:
 Interest .......................................    $ 2,787     $   442 
 Income taxes, net ..............................      1,255          71 

The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
                   Home Products International, Inc.
          Notes to Condensed Consolidated Financial Statements
                              (Unaudited)

Note 1.  Unless the context otherwise requires, references herein to (i)
the "Company"  are  to Home  Products  International, Inc.,  a  Delaware
corporation ("HPI"), and its  wholly-owned subsidiaries, Selfix, Inc.  a
Delaware corporation  ("Selfix"),  Tamor  Corporation,  a  Massachusetts
corporation  ("Tamor"),  and  Shutters,  Inc.  an  Illinois  corporation
("Shutters"), (ii)  "Tamor" includes  both Tamor  and Housewares  Sales,
Inc.,  a  Massachusetts  corporation  and  Tamor's  affiliated   product
distribution company which was  merged into Tamor as  part of the  Tamor
Acquisition (as defined), and (iii) the  "Tamor Acquisition" are to  the
acquisition by  the Company  of the  business  of Tamor  and  Housewares
Sales, Inc.  which  was acquired  in  February, 1997,  effective  as  of
January 1, 1997.

The unaudited condensed financial statements  included herein as of  and
for the  thirteen and  thirty-nine weeks  ended September  27, 1997  and
September  28,  1996  reflect,  in  the  opinion  of  the  Company,  all
adjustments (which include only normal recurring accruals) necessary for
the  fair  presentation  of  the  financial  position,  the  results  of
operations and cash flows.  These unaudited financial statements  should
be read in conjunction with the audited financial statements and related
notes thereto included in the Company's 1996 Annual Report on Form 10-K.
The results  for  the  interim periods  presented  are  not  necessarily
indicative of results to be expected for the full year.

Note 2. Inventories are stated at the lower of cost or net realizable
        value with cost determined on a first in first out (FIFO) basis.

        Inventories are summarized as follows (in thousands):

                                               Sept 27,     Dec 28,
                                                 1997        1996

        Finished goods .....................   $9,271       $2,604
        Work-in-process ....................    3,294        1,003
        Raw materials ......................    3,070          784

                                              $15,635      $ 4,391
                                                   

Note 3.  No provision was made for federal income taxes in 1997 or  1996
due  to  net  operating  loss  carryforwards  and  certain  tax   credit
carryforwards available to the Company.  The provision for income  taxes
for 1997 reflects state income taxes in states in which the Company  has
no tax loss carryforwards.

Note 4.   Primary earnings per  common and common  equivalent share  has
been computed  based upon  the weighted  average  number of  common  and
common equivalent shares outstanding in  the period.  Common  equivalent
shares included  in  the computation  of  common and  common  equivalent
shares represent shares issuable upon assumed exercise of stock  options
using the  treasury  stock  method.   Earnings  per  common  and  common
equivalent share, assuming full dilution, is not materially dilutive for
any of the periods presented.
<PAGE>
Note 5.  Pursuant to an  agreement dated October 29, 1996, the  Company,
as of January 1,  1997, took operating and  financial control of  Tamor,
assumed substantially  all  of the  liabilities  of Tamor  and  retained
substantially all  of  the earnings  from  Tamor's operations.    Actual
results are combined since  the date of  effective control although  the
purchase transaction did not close until February 28, 1997.  The thirty-
nine weeks ended September 27, 1997 includes imputed interest and  other
financing related charges resulting from the effective date of the Tamor
Acquisition prior to the closing date.

     The pro  forma impact  of the  Tamor Acquisition  on the  Company's
historical results together with a  detailed description of the  related
financing is  more  fully  described in  Note  15  to  the  Consolidated
Financial Statements of the  Company as included  in the Company's  1996
Annual Report on Form 10-K.

Note 6.  On  June 30, 1997, within  the  Company's  third  quarter, the
Company completed a secondary public offering of 2.0 million  new shares
of its common stock.  Net  proceeds in the  amount of $18.3 million were
used to repay a subordinated note of $7.0  million, term  notes of $11.1
million,  and  accrued interest  of $.2 million.  On  July 16, 1997,  an
additional 280,000  common  shares were sold pursuant to an underwriters
over-allotment  provision.  Net  proceeds  in the amount of $2.6 million
were  used to repay term  notes of $2.5 million  and accrued interest of
$.1  million.  Additional  offering expenses of $.7 million  were funded
through the Company's revolving line of credit.

Note 7.  Effective  August 20, 1997  the Company  adopted  a stockholder
rights plan.  A dividend of one preferred stock  purchase right for each
share of common stock has been  declared and is payable  to shareholders
of record on August 20, 1997.

Note 8.  In February  1997, the  Financial  Accounting  Standards  Board
issued  Statement  No. 128,  "Earning Per Share"  (FAS 128)  which  is
effective  for  financial  statements  issued  for  periods ending after
December 15, 1997.  FAS 128  replaces  primary earnings  per share (EPS)
with a presentation of basic EPS and requires dual presentation of basic
and diluted earnings per  share  on the  face of  the  income statement.
Additionally, a reconciliation of the numerator and  denominator of the
diluted  earnings  per  share  computation  will also be required.  The
adoption  of FAS  128  is not  expected to result in earnings per share
amounts materially different from the amounts reported.

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

     This  quarterly  report  on  Form  10-Q,  including   "Management's
Discussion  and  Analysis   of  Financial  Condition   and  Results   of
Operations" contains 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: (i)  the  anticipated
effect of the  Tamor Acquisition on  the Company's  sales and  earnings;
(ii) the  impact  of the  level  of the  Company's  indebtedness;  (iii)
restrictive covenants contained in the Company's various debt documents;
<PAGE>
(iv)  general  economic   conditions  and  conditions   in  the   retail
environment; (v) the Company's dependence on a few large customers; (vi)
price  fluctuations  in   the  raw  materials   used  by  the   Company,
particularly  plastic  resin;  (vii)   competitive  conditions  in   the
Company's markets; (viii) the seasonal nature of the Company's business;
(ix) the  Company's ability  to execute  its acquisition  strategy;  (x)
fluctuations in the stock market; (xi)  the extent to which the  Company
is able to retain  and attract key  personnel; (xii) relationships  with
retailers;  and  (xiii)   the  impact  of   federal,  state  and   local
environmental requirements (including  the impact of  current or  future
environmental claims against the Company).   As a result, the  Company's
operating results may fluctuate, especially when measured on a quarterly
basis.   The  Company  undertakes no  obligation  to  republish  revised
forward-looking statements to reflect events or circumstances after  the
date hereof  or  to  reflect the  occurrence  of  unanticipated  events.
Readers are  also urged  to carefully  review and  consider the  various
disclosures made  by  the Company  which  attempt to  advise  interested
parties of  the factors  which affect  the Company's  business, in  this
report, as well as  the Company's periodic reports  on Forms 10-K,  10-Q
and 8-K filed with the Securities and Exchange Commission

     In the discussion and analysis that follows, all references to 1997
and 1996 refer to the  13 and 39 week  periods ended September 27,  1997
and September 28, 1996, respectively.

     Tamor Acquisition.   Pursuant  to an  agreement dated  October  29,
1996, the Company, as of January  1, 1997, took operating and  financial
control of Tamor, assumed substantially all of the liabilities of  Tamor
and retained substantially all of the earnings from Tamor's  operations.
Actual results are combined since the date of effective control although
the purchase transaction did not close  until February 28, 1997.   Tamor
designs, manufactures and markets quality plastic housewares products.

     Tamor was  acquired for  a total  purchase price  of $41.9  million
consisting of  approximately  $27.8 million  in  cash, $2.4  million  in
common stock (480,000  shares) and the  assumption of  $11.7 million  in
short and long  term debt.   On February 27,  1997, the Company  entered
into a credit  agreement (the "Credit  Agreement") with certain  lenders
which are  parties  thereto  and General  Electric  Capital  Corporation
("GECC"), as agent, which provided the  funds necessary to complete  the
acquisition and paydown Tamor's existing short and long term debt.

Thirteen weeks ended September 27, 1997  compared to the thirteen  weeks
ended September 28, 1996

     General.    The  Tamor   Acquisition  and  the  related   financing
significantly impacted  the Company's  operating results  for the  third
quarter  of  1997.    The  acquisition  of  Tamor  contributed  to   the
improvement of the Company's net earnings from $.8 million in the  third
quarter of 1996 to net earnings of $2.4 million in the third quarter  of
1997.   The  improved  earnings were  also  the  result  of  significant
improvement in the financial performance  of Selfix.  Tamor  contributed
$1.2 million  of  pre-tax  earnings  in  the  quarter,  net  of  related
financing expenses, transaction costs and goodwill amortization.  Selfix
and Shutters had combined pre-tax profits  of $1.3 million in the  third
quarter of 1997 as compared to $.8 million in the third quarter of 1996.
The improved results were due to higher gross profit margins and reduced
operating expenses consistent with management initiatives implemented in
1996.
<PAGE>
<TABLE>
     The following discussion and analysis compares the results for  the
third quarter of 1997 to the pro forma results for the third quarter  of
1996.   Management  believes that  such  a comparison  is  necessary  to
meaningfully analyze the changes  occurring in such  quarters.  The  pro
forma financial  results  give  effect to  the  Tamor  Acquisition,  and
related financing,  as  if each  of  the transactions  had  occurred  on
December 31,  1995.   The  pro  forma operating  expenses  reflects  (i)
additional amortization expense resulting from the recording of goodwill
associated with the Tamor Acquisition,  (ii) net estimated cost  savings
as a  result of  the Tamor  Acquisition, including  a net  reduction  in
discretionary distributions paid to and on the behalf of related parties
of Tamor and (iii) additional costs associated with the Company's 401(k)
and profit sharing plans and certain other fees.  The pro forma interest
expense reflects the estimated  net increase in  interest expense as  if
the Tamor Acquisition and related financing and occurred on December 31,
1995.   The pro  forma number  of weighted  average shares  assumes  the
shares issued as a result of the Tamor Acquisition (480,000 shares)  and
a warrant  issued  in connection  with  the acquisition  financing  were
outstanding as of December 31, 1995.

     As such, in the discussion that  follows, all comparisons are  made
on a pro  forma basis  with reference  to the  following (in  thousands,
except per share amounts):

                                                            Pro forma
                                     Thirteen weeks      Thirteen weeks
                                          ended               ended
                                    September 27, 1997  September 28, 1996
<S>                                  <C>       <C>       <C>       <C>
Net sales                            $32,875   100.0%    $32,123   100.0%                                    
Cost of goods sold                    22,498    68.4%     22,648    70.5% 
     Gross profit                     10,377    31.6%      9,475    29.5% 
Operating expenses                     6,780    20.7%      6,540    20.4% 
     Operating profit                  3,597    10.9%      2,935     9.1% 

Interest expense                      (1,067)   (3.2%)    (1,553)   (4.8%)
Other income (expense)                   (41)    0.1%        403     1.3% 
  Earnings before income taxes         2,489     7.6%      1,785     5.6% 

Income tax expense                       (68)   (0.2)%       (63)  ( 0.2%)

Net earnings                         $ 2,421     7.4%    $ 1,722     5.4% 
                                                      
Net earnings per share                 $0.36               $0.40 

     Net sales.  Net sales of $32.9 million in the third quarter of 1997
increased $.8 million,  or 2%, from  net sales of  $32.1 million in the
third  quarter  of 1996.  Sales  increases occurred  primarily in  bath
shower and home/closet organization product lines. Sales of home/closet
organization  products  increased 9% ($1.0  million) as a result of new
distribution  of hanger products.  Sales of  bath  and  shower products
increased 14% ($.6 million) due  to new product  introductions and
additional  distribution  of existing products.  Sales of Shutters home
improvement products were  down $.7 million  related to the  August UPS
strike and an overall weakness of the shutters category.
</TABLE>
<PAGE>
     Gross profit.  Gross profit increased 10% from $9.5 million in  the
third quarter of 1996 to $10.4 million in the third quarter of 1997,  as
a result of the  increased sales described  above and improved  margins.
Gross profit margins increased from 29.5%  in the third quarter of  1996
to 31.6%  in the  third  quarter of  1997,  due primarily  to  increased
capacity utilization and a decrease in  the cost of plastic resin.   The
cost of  plastic resin  decreased between  quarters  resulting in  a  3%
improvement in gross profit margin.  During the quarter, the Company was
able to increase the use of  excess capacity at its Selfix and  Shutters
manufacturing facilities to mold and  package products for Tamor,  which
allowed Selfix and Shutters to reduce  per unit overhead costs.   Adding
to the improvement were inventory reserve reversals relating to physical
inventory losses of $.4 million.  Partially offsetting the resin savings
were higher contract  molding and labor  costs for Tamor  to meet  their
July and August  sales demand.   Also  reducing the  resin savings  were
production inefficiencies associated  with the delay  in completing  the
Missouri warehouse expansion.

     Operating expenses.   Operating expenses  in the  third quarter  of
1997 of $6.8  million increased  $.2 million  as compared  to the  third
quarter of  1996.   As a  percentage of  net sales,  operating  expenses
increased from 20.4% in 1996 to 20.7% in 1997.  The primary contributors
to the $.2 million  increase were higher  freight and warehousing  costs
associated  with  the  delay  in  completing  the  Missouri   warehouse
expansion.

     Amortization of  intangibles decreased  slightly from  0.7% of  net
sales in the third quarter of 1996 to .6% in the third quarter of  1997.
The decrease was the result of a higher sales base.

     Operating profit.  As a result  of higher sales and gross  margins,
operating profit increased $0.7 million, or 23%, to $3.6 million in  the
third quarter of 1997  from $2.9 million in  the third quarter of  1996.
In the third quarter of 1997, operating profit was 10.9% of net sales as
compared to 9.1% of net sales in the third quarter of 1996.

     Interest expense.  Interest  expense of $1.1  million in the  third
quarter of 1997 decreased $.5 million from the third quarter of 1996 due
to a stock offering of 2.3 million shares completed during the  quarter.
The net proceeds of the offering,  $20.2 million, were used to pay  down
debt in  July.   Both  periods  reflect amortization  of  debt  discount
related to the Subordinated Note.  The debt discount of $0.4 million was
amortized over the seven month period of time the Subordinated Note  was
outstanding.  Both  periods also reflect  approximately $0.1 million  of
amortization related to  fees and expenses  incurred in connection  with
the Credit Agreement.

     Income tax expense.  The  income tax expense recorded  in the third
quarter of 1997 reflects tax  expenses for state income  taxes in states
where the Company  does not have  net operating loss  carryforwards.  No
carryforwards are available  in Massachusetts, Tamor's  primary state of
business.  The Company does not expect to  record a material federal tax
expense during  1997  as  a result  of  utilizing  net  operating   loss
carryforwards and  certain tax  credit carryforwards.    Accordingly, no
federal tax expense  was  recorded in  the  third  quarter of 1997.  The
Company carries a  valuation allowance of  $1.0 million because although
the  Company  has  restructured its  Selfix  operations  and returned to
profitability  in  1996, the Company has not  yet been able  to conclude
that it is more likely than not that it will  be able to realize certain
<PAGE>
deferred tax assets.   The Company  has based this  determination on its
historical results of  operations and  the uncertainty of  several other
factors, including the successful integration of Tamor's operations into
the Company's  operations,  the maintenance  of  the Company's  existing
customer relationship at current  levels of sales  volume, the continued
successful implementation  of cost  control measures  and  various other
factors beyond  the  Company's  control,  such  as plastic  resin  price
increases and the  effect of general  economic conditions.   However, if
the results of  operations for the  remainder of 1997  remain profitable
the Company expects to be able  to reduce or eliminate  the $1.0 million
valuation allowance in the fourth quarter of 1997.

     Net earnings.  Net earnings increased to  $2.4 million in the third
quarter of  1997  from  $1.7  million  in  the third  quarter  of  1996.
Earnings per share increased to $0.36 in the third quarter of 1997 based
on 6,792,850 common and common equivalent shares outstanding as compared
to the  third quarter  of  1996 earnings  per  share of  $0.40  based on
4,343,527 pro forma common and common equivalent shares outstanding.  If
the Company had incurred a tax expense using a  tax rate of 40% assuming
no federal or  state tax loss  carryforwards and assuming  the secondary
stock offering occurred on December 29, 1996,  net earnings in the third
quarter of 1997 would have been  $1.5 million, or $0.23  per share based
on 6,792,850 common and common equivalent shares outstanding.

Operating Results by Industry Segment

     Housewares

     Third  quarter   1997   performance  in   the   housewares  segment
significantly improved as compared to the third quarter of 1996 on a pro
forma basis.   Net sales increased  5% from  $29.2 million in  the third
quarter of  1996 to  $30.5 million  in the  third quarter  of 1997  as a
result  of   new  product   introductions  and   expanded  distribution.
Operating profit increased 33% from $2.5 million,  8.7% of net sales, on
a pro forma basis in the third quarter of 1996 to $3.4 million, 10.5% of
net sales, in the third quarter of 1997.   Increased profitability was a
result of the increased sales as well as  improved gross margins.  Gross
margins improved  as  a  result  of  lower resin  prices  and  increased
facility utilization.

     Home Improvement Products

     Third quarter 1997 sales of $2.4 million were down $.7 million from
the third quarter of 1996.  Sales in the period were impacted by the UPS
strike  and  an overall weakness of the shutters category.  Gross profit
margins  were  down slightly  but  this was  recovered through operating
expense reductions and increased absorption  through the manufacturing of
Tamor products.  As a result, operating  profits of $.2 million were down
$.2 from the prior year.

Thirty-nine weeks ended September 27,  1997 compared to the  thirty-nine
weeks ended September 28, 1996.

     General.    The  Tamor   Acquisition  and  the  related   financing
significantly impacted the  Company's operating results  for 1997.   The
acquisition of Tamor was a significant factor in the improvement of  the
Company's net earnings from  net earnings of $.4 million in 1996 to  net
earnings of $5.2 million in 1997.   The improved earnings were also  the
result of  significant  improvement  in  the  financial  performance  of
<PAGE>
<TABLE>
Selfix.   Tamor contributed  $2.9 million  of  pre-tax earnings  in  the
period,  net  of  related  financing  expenses,  transaction  costs  and
goodwill amortization.  Selfix and Shutters had pre-tax profits of  $2.6
million in  1997 as  compared to  a $.4  million profit  in 1996.    The
improved results were  due to higher  gross profit  margins and  reduced
operating expenses consistent with management initiatives implemented in
1996.

     The following discussion and analysis compares the results for  the
first thirty-nine weeks of 1997 to  the pro forma results for the  first
thirty-nine weeks  of  1996 as  if  the Tamor  Acquisition  and  related
financing had occurred  as of December  31, 1995.   Management  believes
that such a comparison is necessary to meaningfully analyze the  changes
occurring in  the thirty-nine  week periods.   The  pro forma  financial
results below give effect  to the same adjustments  as are reflected  in
the above pro forma discussion of third quarter results.

     In the discussion that follows, all  comparisons are made on a  pro
forma basis with reference  to the following  (in thousands, except  per
share amounts):
                                                          Pro forma
                                  Thirty-nine weeks     Thirty-nine weeks
                                       ended                 ended       
                                  September 27, 1997   September 28, 1996
<S>                                  <C>      <C>      <C>      <C>
Net sales                            $97,636  100.0%   $87,739  100.0%
Cost of goods sold                    68,007   69.7 %   61,760   70.4%                                                            
     Gross profit                     29,629   30.3%    25,979   29.6%                                                       
Operating expenses                    20,045   20.5%    19,062   21.7% 
     Operating profit                  9,584    9.8%     6,917    7.9% 

Interest expense                      (4,207)  (4.3%)   (4,773)  (5.4%)
Other income                             137    0.1%       545    0.6% 
  Earnings before income taxes         5,514    5.6%     2,689    3.1% 

Income tax expense                      (271)  (0.2%)     (148)  (0.2%)

Net earnings                         $ 5,243    5.4%   $ 2,541    2.9% 
                                                       
Net earnings per share                 $0.99            $ 0.59 

       Net sales.   Net sales of $97.6 million  in 1997  increased  $9.9
million, or 11%, from net sales of $87.7 million in 1996.  The  increase
was  primarily  the   result  of  Tamor's   increased  distribution   of
home/closet organization products  and the introduction  of new  plastic
storage products.   Sales  increases also  occurred in  bath and  shower
products and  juvenile  products  lines.   Sales  of  juvenile  products
increased 12%  ($1.0 million)  primarily as  a result  of a  promotional
shipment to one  customer.  Sales  of home/closet organization  products
increased 10% ($3.3 million)  as a result  of increased distribution  of
hanger products.  Sales of bath  and shower products increased 13% ($1.5
million) and sales  of storage containers  increased 17% ($5.1  million)
due to new product introductions and additional distribution of existing
products.  Sales of Shutters home improvement products decreased 12% due
to the August UPS strike and an overall weakness of the shutters category.
</TABLE>
<PAGE>
     Gross profit.   Gross profit increased  14% from  $26.0 million  in
1996 to  $29.6 million  in 1997,  as  a result  of the  increased  sales
described above.  Gross profit margins were up .7% from 29.6% to  30.3%.
The cost of plastic  resin decreased between periods  resulting in a  1%
gain in gross profit margin.  Increased capacity utilization also had  a
positive impact  on margins.    During 1997,  the  Company was  able  to
increase  the  use  of  excess  capacity  at  its  Selfix  and  Shutters
manufacturing facilities to mold and  package products for Tamor,  which
allowed Tamor to reduce outside molding costs and Selfix and Shutters to
reduce per unit overhead costs.

     Operating expenses.   Operating expenses in  1997 of $20.0  million
increased from $19.1 million in 1996.  The increase in operating expense
is primarily due to variable related  selling and warehousing costs  and
additional personnel to support  sales growth.  As  a percentage of  net
sales, operating expenses were 20.5%,down from 21.7% in 1996.

     Amortization of  intangibles decreased  slightly from  0.7% of  net
sales in 1996 to .6% in 1997.  The  decrease was the result of a  higher
sales base.

     Operating profit.  As  a result of  higher sales, operating  profit
increased $2.7  million, or  39%,  to $9.6  million  in 1997  from  $6.9
million in 1996.   In 1997, operating  profit was 9.8%  of net sales  as
compared to 7.9% of net sales in 1996.

     Interest expense.    Interest  expense  of  $4.2  million  in  1997
decreased $.6 million from 1996 due  to a stock offering of 2.3  million
shares completed during the third quarter of 1997.  The net proceeds  of
the offering, $20.2 million, were used to  pay down debt in July.   Both
periods  reflect   amortization  of   debt  discount   related  to   the
Subordinated Note.  The debt discount of $0.4 million was amortized over
the seven month period  of time the  Subordinated Note was  outstanding.
Both periods  also reflect  approximately $0.4  million of  amortization
related to  fees and  expenses incurred  in connection  with the  Credit
Agreement.

     Income tax  expense.    The income  tax  expense  recorded in  1997
reflects tax expenses for state income taxes in states where the Company
does not have net operating   loss carryforwards.   No carryforwards are
available in  Massachusetts, Tamor's  primary  state of  business.   The
Company does not expect to record a  material federal tax expense during
1997 as  a result  of utilizing  net operating   loss  carryforwards and
certain tax credit carryforwards.   Accordingly, no  federal tax expense
was recorded in the period.

     The Company decreased the valuation allowance  for net deferred tax
assets by  $2.1  million  to $1.0  million.    The  Company carries  the
remaining allowance because  although the  Company has  restructured its
Selfix operations and  returned to  profitability in  1996, there  is no
assurance that the  Company will  be able  to conclude  that it  is more
likely than not  that it will  be able  to realize certain  deferred tax
assets.   The Company  has based  this determination  on  its historical
results of  operations and  the  uncertainty of  several  other factors,
including the  successful  integration of  Tamor's  operations into  the
Company's operations, the maintenance of the Company's existing customer
relationships at current levels of sales volume, the continued successful
implementation of cost control measures and various other factors beyond
<PAGE>
the Company's control,  such as  plastic resin  price increases  and the
effect of  general  economic conditions.    However, if  the  results of
operations for the remainder 1997 remain profitable, the Company expects
to be able to reduce  or eliminate the $1.0  million valuation allowance
in the fourth quarter of 1997.

     Net earnings.  Net earnings increased to  $5.2 million in 1997 from
$2.5 million in  1996.  Earnings  per share  increased to $0.99  in 1997
based on 5,275,436  common and  common equivalent shares  outstanding as
compared to 1996  earnings per  shares of $0.59  based on  4,340,018 pro
forma common and common  equivalent shares outstanding.   If the Company
had incurred a tax expense using  a tax rate of 40%  assuming no federal
or state  tax net  operating loss  carryforwards, net  earnings  in 1997
would have  been $3.3  million, or  $0.63 per  share based  on 5,275,436
common and common equivalent shares outstanding.

Capital Resources and Liquidity

     Cash and cash equivalents at September  27, 1997 were $3.5  million
as compared  to $2.9  million   at  December 28,  1996.   Cash  used  by
operating activities during the first thirty-nine weeks of 1997 was $3.3
million.  Working  capital increased  $13.6 million  in the  thirty-nine
week period   as a result  of higher accounts  receivable and  increased
inventory levels, both  in support of  the 11% growth  in sales for  the
period, as well as a decrease in accounts payable for the period.

     The  required   borrowings  for   the     Tamor  Acquisition   have
significantly changed the  Company's financial structure.   To fund  the
Tamor Acquisition,  financing  facilities were  provided  by  commercial
lenders to replace   and augment  the financing facilities  in place  at
December 28, 1996.  The financing  facilities provided consisted of  $40
million of term notes and a  $20 million revolving line of credit  under
the Credit Agreement and a $7 million Subordinated Note.

     On June 30, 1997, within the Company's third quarter, the Company
completed a secondary public offering of 2.0 million new shares of its
common stock.  Net proceeds in the amount of $18.3 million were used to
repay a subordinated note of $7.0 million, term notes of $11.1 million,
and accrued interest of $.2 million.  On July 16, 1997, an additional
280,000 common shares were sold pursuant to an underwriters over-
allotment provision.  Net proceeds in the amount of $2.6 million were
used to repay term notes of $2.5 million and accrued interest of $.1
million. As a result of the offering, the Company's leverage has been
significantly reduced and the Company's ability to obtain financing for
future acquisitions has been improved.

     At September 27, 1997,  the Company had total  short and long  term
debt outstanding  of $39.9  million and  unused availability  under  the
revolving line  of  credit  of  $4.9 million.    In  the  twelve  months
following September 27, 1997, $3.6 million of debt will come due.

     The Company's capital  spending needs in  1997 are  expected to  be
between $7.5 and  $8.0 million.   Most of  the spending  relates to  new
injection molding presses and molds to support Tamor's sales growth  and
new product development.  Also included in the capital spending forecast
is approximately $2.4 million  to expand Tamor's Missouri  manufacturing
and warehouse facility.
<PAGE>
     The  Company  believes  that  its  existing  financing   facilities
together with  its cash  flow from  operations will  provide  sufficient
capital to fund operations, make the  required debt repayments and  meet
the anticipated capital spending needs.

     Outlook

     Third quarter earnings were below management's expectations due  to
an isolated sales shortfall in September  as many retailers cut back  on
orders and inventories.  Backlog levels entering the fourth quarter  are
higher than a year ago.

     Tamor continues  to experience  significant  sales growth,  up  17%
year-to-date as  it  drives  sales  through  new  product  introductions
primarily in the storage category.   This rate of growth is expected  to
continue through the balance of fiscal 1997.  Selfix and Shutters expect
fourth quarter sales  and earnings consistent  with 1996.   Historically
fourth quarter sales and earnings are slightly lower than the second and
third quarters due to seasonality factors.

     The Company is a significant user  of plastic resin and as such  is
exposed to  fluctuations  in the  cost  of this  primary  raw  material.
Plastic resin costs are difficult to predict, can move up or down  month
to month and cannot be effectively hedged.  As the Company continues  to
grow primarily in the Tamor product  lines, it becomes more  susceptible
to swings in resin pricing.  Gross margins on these products tend to  be
lower due to competitive pressures, and  as such, cost increases  cannot
be readily passed  along to customers.   The  Company currently  expects
resin costs for the remainder of 1997 to stay at or about the same level
as experienced in the third quarter.

     As the Company  aggressively pursues  sales growth  in the  storage
container category, it has outgrown its current productive capacity.  As
a result there  is a need  to evaluate the  most profitable  use of  the
Company's fully utilized capacity.  Such evaluations are in process  and
may result in a  strategy which reduces SKU's  and sales growth.   While
still expecting to grow at 10-15% a year, management believes it will be
able to improve  overall gross profit  margins by reducing  the sale  of
lower volume and/or gross profit items.   In addition, the reduction  of
SKU's will allow for a cutback  in the levels of outsourced  production,
further improving margins.

     Management  will  continue  to   seek  strategic  acquisitions   of
companies and product lines  that fit within  the desired categories  of
products for the home.  Such categories currently include home  storage,
home organization and bathwares.  Management is very much interested  in
product lines and  business that  would allow  for diversification  away
from the  current susceptibility  to  plastic resin  cost  fluctuations.
Management expects continued sales  and earnings growth  as a result  of
future acquisitions but  that additional financing  may be necessary  to
support acquisition activity.  Given the success of the Company's  third
quarter stock offering, management believes it is now better  positioned
to obtain financing  through either  the debt  or equity  markets.   The
current debt to equity  ratio of 1:1 will  provide capital stability  in
support of efforts to obtain financing for strategic acquisitions.
<PAGE> 
PART II      OTHER INFORMATION

    Item 2.  Changes in Securities and Use of Proceeds

             The Company's Registration Statement on Form S-2
             (file No. 333-25871) relating to a stock offering
             was declared effective by the SEC on June 6, 1997.
             The offering by the Company of 2,280,000 shares of
             Common Stock (the "Shares") registered under the
             Registration Statement commenced on June 6, 1997 and
             the sale of the Shares closed on June 30, 1997.  All
             of the Shares registered were sold in the offering
             at an aggregate price of $22.2 million (before
             deducting underwriting discounts and commissions).
             The managing underwriters of the offering were
             Everen Securities, Inc. and Montgomery Securities.
             After deducting total underwriting discounts and
             commissions in the amount of $1.3 million, the
             Company received net proceeds from the offering of
             $20.9 million.

             The Company funded an additional $.7 million of
             additional offering expenses through the revolving
             line of credit.  No offering expenses or
             underwriting discounts and commissions were paid or
             are to be paid to directors, officers or their
             associates, or to any affiliate of the Company or
             any person(s) owning 10% or more of the Company's
             Common Stock.

             Of the total net proceeds from the offering, the
             Company repaid principal on a $7.0 million
             subordinated term note, principal on Senior notes in
             the amount of $13.6 million and accrued interest in
             the amount of $.3 million.

    Item 6.  Exhibits and Reports on Form 8-K      

             a) Exhibit 27 - Financial Data Schedule

             b) On August 18, 1997, Registrant filed Report 8-K,
                reporting the adoption of stockholder rights
                plan.
                
                             SIGNATURE PAGE
                
     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
                                        Chief Financial Officer
Dated:  November 10, 1997