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 March 30, 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 May 4, 2002 - 7,837,438

<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                                      13

           Item 3.  Quantitative and Qualitative Disclosures
                      About Market Risk                               18

 Part II.  Other Information



           Items 1 through 5 are not applicable                      n/a

           Item 6.  Exhibits and Reports on Form 8-K                  20


 Signature                                                            21



<PAGE>

 PART I FINANCIAL INFORMATION.
 Item 1.  Financial Statements


                  HOME PRODUCTS INTERNATIONAL, INC.

                Condensed Consolidated Balance Sheets
                (in thousands, except share amounts)

                                                      (Unaudited)
                                                       March 30,  December 29,
                                                         2002         2001
                                                       --------     --------
                     Assets
 Current assets:
   Cash and cash equivalents ...................      $   1,380     $  1,091
   Accounts receivable, net ....................         36,395       36,577
   Inventories, net ............................         19,802       17,043
   Prepaid expenses and other current assets              1,809        2,275
                                                       --------     --------
     Total current assets ......................         59,386       56,986
                                                       --------     --------
 Property, plant and equipment - at cost .......         88,328       87,502
 Less accumulated depreciation and amortization         (47,326)     (44,871)
                                                       --------     --------
 Property, plant and equipment, net ............         41,002       42,631
                                                       --------     --------
 Patents and non-compete agreements, net .......          1,490        1,616
 Goodwill, net .................................         74,759       74,759
 Other non-current assets ......................         11,179       11,351
                                                       --------     --------
     Total assets ..............................      $ 187,816     $187,343
                                                       ========     ========
      Liabilities and Stockholders' Equity
 Current liabilities:
   Accounts payable ............................      $  15,546    $  16,834
   Accrued liabilities .........................         34,978       33,916
   Current maturities of long-term obligations              158          158
                                                       --------     --------
     Total current liabilities .................         50,682       50,908
                                                       --------     --------
 Long-term obligations - net of current
   maturities ..................................        129,539      130,447
 Other liabilities .............................          3,200        3,168
 Stockholders' equity (deficit):
   Preferred Stock - authorized, 500,000 shares,
     $.01 par value; - None issued .............              -            -
   Common Stock - authorized 15,000,000 shares,
     $.01 par value; 8,659,832 shares issued at
     March 30, 2002 and 8,641,338 shares issued
     at December 29, 2001.......................             87           87
   Additional paid-in capital ..................         50,010       49,920
   Accumulated deficit .........................        (38,833)     (40,262)
   Common stock held in treasury - at cost
     822,394 shares at March 30, 2002 and
     December 29, 2001 .........................         (6,528)      (6,528)
   Deferred compensation .......................           (341)        (397)
                                                       --------     --------
     Total stockholders' equity ................          4,395        2,820
                                                       --------     --------
     Total liabilities and stockholders' equity       $ 187,816    $ 187,343
                                                       ========     ========

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

<PAGE>

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


                                                           Thirteen weeks
                                                               ended
                                                       ---------------------
                                                       March 30,    March 31,
                                                         2002         2001
                                                       --------     --------
   Net sales ..........................               $  51,007    $  64,126
   Cost of goods sold .................                  38,234       49,918
   Special charge, net ................                       -          110
                                                       --------     --------
      Gross profit ....................                  12,773       14,098

   Operating expenses:
      Selling..........................                   4,317        5,369
      Administrative...................                   3,309        3,930
      Amortization of intangible assets                     130          929
      Restructuring and other charges..                       -        2,483
                                                       --------     --------
                                                          7,756       12,711
                                                       --------     --------
      Operating profit.................                   5,017        1,387
                                                       --------     --------
   Other income (expense):
      Interest income .................                      49           10
      Interest (expense) ..............                  (3,484)      (5,479)
      Other income (expense), net .....                     (28)          66
                                                       --------     --------
                                                         (3,463)      (5,403)
                                                       --------     --------
      Income (loss) before income taxes                   1,554       (4,016)

   Income tax (expense) ...............                    (124)         (67)
                                                       --------     --------
      Net income (loss) ...............               $   1,430    $  (4,083)
                                                       ========     ========
   Net income (loss) per common share:

      Basic ...........................               $    0.19    $   (0.55)
                                                       ========     ========
      Dilutive ........................               $    0.18    $   (0.55)
                                                       ========     ========

 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)



                                                        Thirteen weeks ended
                                                        ---------------------
                                                        March 30,    March 31,
                                                          2002         2001
                                                        --------     --------
 Operating activities:
   Net income (loss).............................      $   1,430    $  (4,083)
   Adjustments to reconcile net income (loss)
   to net cash provided by operating activities:
    Depreciation and amortization ...............          2,585        3,996
    Amortization of stock compensation ..........             56           56
    Loss on the abandonment of assets ...........            167            -
    Other, net ..................................            198          197
    Changes in current assets and liabilities:
      Decrease in accounts receivable ...........            182        2,505
      (Increase) in inventories .................         (2,759)      (1,372)
      Decrease in prepaid expenses and other                 466          272
      (Decrease) in accounts payable ............         (1,288)      (1,534)
      Increase (decrease) in accrued liabilities.          1,062         (334)
                                                        --------     --------
 Net cash provided (used) by operating activities          2,099         (297)
                                                        --------     --------
 Investing activities:
   Capital expenditures, net.....................           (993)      (1,676)
                                                        --------     --------
 Net cash used for investing activities .........           (993)      (1,676)
                                                        --------     --------
 Financing activities:
   Payments under loan and security agreement...            (859)           -
   Net borrowings on revolving line of credit...               -        2,750
   Payments on term loan borrowings.............               -       (1,500)
   Payment of capital lease obligation..........             (49)         (37)
   Exercise of stock options, issuance of common
     stock under stock purchase plan and other..              91            -
                                                        --------     --------
                                                            (817)       1,213
                                                        --------     --------
 Net cash (used) provided by financing activities
  Net increase (decrease) in cash and cash
    equivalents..................................            289         (760)
  Cash and cash equivalents at beginning of
    period.......................................          1,091        3,152
                                                        --------     --------
  Cash and cash equivalents at end of period           $   1,380    $   2,392
                                                        ========     ========
  Supplemental disclosures - Cash paid in the
   period for:
    Interest.....................................      $      85    $   1,751
                                                        --------     --------
    Income taxes, net............................      $      15    $       2
                                                        --------     --------

  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 March  30,  2002  and March  31,  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  March 30,  2002 and  for  all
 periods presented.

      Certain information  and  footnote  disclosures  normally  included  in
 financial statements  prepared  in  accordance  with  accounting  principles
 generally accepted in the  United States of America  have been condensed  or
 omitted. These condensed consolidated financial statements should be read in
 conjunction with  the consolidated  financial statements  and notes  thereto
 incorporated by reference  in the  Company's Form  10-K for  the year  ended
 December 29, 2001. The  results of operations for  the thirteen weeks  ended
 March 30, 2002 are not necessarily indicative of the operating results to be
 expected for  the full  year. Certain  amounts in  prior periods'  financial
 statements and related notes have been  reclassified to conform to the  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 1. 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.


 Note 2. Advertising Costs.

      In accordance with  Statement of Position  ("SOP") 93-7, "Reporting  on
 Advertising Costs," advertising done on the Company's behalf by retailers is
 negotiated with each retailer as part of an overall trade allowance  program
 and is paid  through advertising allowances.   All  trade allowance  program
 costs (including advertising allowances) are  expensed and accrued as  sales
 are  recorded.   Trade   allowance  program  costs  (including   advertising
 allowances) in  first quarter  of  2002 and  2001  were $5,191  and  $7,413,
 respectively.


 Note 3.  New Accounting Standards

      In May 2000, the FASB's Emerging  Issues Task Force ("EITF") reached  a
 consensus on Issue No. 14, "Accounting for Certain Sales Incentives"  ("EITF
 No. 00-14").  This issue addresses the recognition, measurement, and  income
 statement classification  of various  types of  sales incentives,  including
 discounts, coupons, rebates, and  offers for free  products.  Upon  adopting
 EITF No. 00-14, which is  effective with the fourth  quarter of 2001, it  is
 required that these sales incentives be classified as deductions from  sales
 within the  income statement.  The adoption of  these new standards did  not
 have an effect  on the  Company's results  of operations  as its  historical
 accounting policy has been to include  these types of sales incentives as  a
 deduction from sales.

      In April 2001, the EITF reached  a consensus on Issue No. 00-25  ("EITF
 00-25"), "Accounting  for  Consideration from  a  Vendor to  a  Retailer  in
 Connection with the Purchase or Promotion  of the Vendor's Products,"  which
 requires the costs of  certain vendor consideration,  such as slotting  fees
 and off-invoice  arrangements, to  be classified  as  a reduction  of  sales
 rather than as marketing expense. The Company adopted EITF No. 00-25 in  the
 fourth quarter of 2001. The adoption of these new standards did not have  an
 effect on the Company's results of  operations as its historical  accounting
 policy has been to include these types of sales arrangements as a  deduction
 of sales.


 Note 4. Goodwill and Other Intangibles

      In July 2001  the Financial  Accounting Standards  Board (FASB)  issued
 SFAS No. 141 "Business  Combinations" and SFAS No.  142 "Goodwill and  Other
 Intangible Assets." SFAS  No. 141 requires  business combinations  initiated
 after June  30,  2001 to  be  accounted for  using  the purchase  method  of
 accounting, and  broadens  the  criteria  for  recording  intangible  assets
 separate from goodwill. Recorded goodwill and intangibles will be  evaluated
 against this  new  criteria and  may  result in  certain  intangibles  being
 combined into  goodwill, or  alternatively,  amounts initially  recorded  as
 goodwill may be  separately identified and  recognized apart from  goodwill.
 SFAS No. 142 requires the use of a 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 each statement,  which apply to  goodwill
 and intangible assets acquired prior to  June 30, 2001, were adopted by  the
 Company on December 30, 2001.

      Upon adoption of SFAS No. 142, the Company performed an impairment test
 of its goodwill 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 its adoption have not been restated.

      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
                                                             ended
                                                     ----------------------
                                                     March 30,    March 31,
                                                       2002         2001
                                                       ------     --------
   Net income (loss), as reported ......              $ 1,430    $  (4,083)
   Goodwill amortization, as reported...                    -          799
                                                       ------     --------
   Net income (loss), as adjusted ......              $ 1,430    $  (3,284)
                                                       ======     ========
   Basic earnings (loss) per share, as
     reported ..........................              $  0.19    $   (0.55)
   Goodwill amortization, as reported...                 0.00         0.11
                                                       ------     --------
   Basic earnings (loss) per share, as
     adjusted ..........................              $  0.19    $   (0.44)
                                                       ======     ========
   Diluted earnings (loss) per share, as
     reported ..........................              $  0.18    $   (0.55)
   Goodwill amortization, as reported...                 0.00         0.11
                                                       ------     --------
   Diluted earnings (loss) per share, as
     adjusted ..........................              $  0.18    $   (0.44)
                                                       ======     ========

 Note 5. Long-Lived Assets

      The FASB issued SFAS 144, "Accounting for the Impairment or Disposal of
 Long-Lived Assets", dated August 2001.  This statement supercedes SFAS  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 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 144 on  December
 29, 2001.  As of March 30,  2002, the Company determined that no  impairment
 of long-lived assets existed.


 Note 6.  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.


                                            March 30,     December 29,
                                              2002            2001
                                             ------           ------
   Finished goods.....................      $14,029          $12,016
   Work-in-process....................        1,769            1,717
   Raw materials......................        4,004            3,310
                                             ------           ------
                                            $19,802          $17,043
                                             ======           ======


 Note 7. Net Income (Loss) Per Share

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

                                                    Thirteen weeks
                                                         ended
                                                -----------------------
                                                March 30,     March 31,
                                                   2002          2001
                                                 ---------------------
 Net income (loss) .........................    $  1,430      $  (4,083)
 Weighted average common shares outstanding:
   basic....................................       7,702          7,429
 Impact of stock options, warrants and
   restricted stock ........................         373              -
                                                  ------       --------
 Weighted average common shares outstanding:
   diluted..................................       8,075          7,429
                                                  ======       ========
 Net income (loss) per share: basic              $  0.19      $   (0.55)
                                                  ======       ========
 Net income (loss) per share: diluted            $  0.18      $   (0.55)
                                                  ======       ========

      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. In  the
 first quarter 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.


 Note 8. 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  and
 $2.5 million  as  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-week period ended March 30, 2002.
 The 2001 Charges are summarized as follows:

                                             Q1-2001     Q1-2001      Q1-2001
                                            Additional  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 & 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 net charge (excluding the impact of the 1999 Special
 Charges) between cash  and non-cash  items is  summarized as  follows.   The
 special charges are comprised  of $120 of cash  and $55 for non-cash  items.
 The restructuring and other  charges are comprised of  $2,311 of cash  items
 and 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  March  30,  2002 all  of  these  employees  had  been
 terminated.

      Restructuring  plans  established  in  connection  with  the  2000/2001
 charges are proceeding  as planned and  remaining restructuring reserves  of
 $4,070, as  of March  30,  2002, are  considered  adequate. Total  net  cash
 outlays were $107 in the first quarter 2002.  Restructuring reserve balances
 as of December 29, 2001, activity during the current year and  restructuring
 reserve balances as of March 30, 2002, were as follows:

                                                 Amounts
                                   Reserve       Utilized      Reserve
                                  balance at        in        balance at
                                   12/29/01        2002        03/30/02
                                    -------        -----        ------
    Inventory                      $    278       $  (52)      $   226
    Plant and facilities              3,116          (86)        3,030
    Obsolete and duplicate assets       373          (21)          352
    Employee related costs               50            -            50
    Other                               412            -           412
                                    -------        -----        ------
                                   $  4,229       $ (159)      $ 4,070
                                    =======        =====        ======


 Note 9. Divestiture of Product Line

      On June 7,  2001, the Company  entered into a  definitive agreement  to
 sell its  commercial servingware  product line,  Plastics, Inc.,  to A  &  E
 Products  Group  LP,  an  affiliate  of  Tyco  International.   The  company
 completed the sale on July 6, 2001 for $71 million in cash (the "Sale"). The
 net sale proceeds of  $69.5 million (including  transaction costs and  other
 related costs) were used to retire the Company's term debt and a portion  of
 its revolving credit borrowings. 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 weeks ended
 March 31, 2001, as if the Plastics, Inc.  product line had been sold at  the
 beginning of fiscal 2001, are estimated to be:

                                                    Thirteen weeks
                                                         ended
                                                 ---------------------
                                                 March 30,   March 31,
                                                    2002       2001
                                                   ------------------
 Net sales ...........................            $ 51,007   $ 56,995
                                                   =======    =======
 Net income (loss), excluding the 2001
   Charges ...........................            $  1,430    $  (489)
                                                   =======    =======
 Net income (loss) per common share,
   excluding the 2001 Charges ........            $   0.18    $ (0.07)
                                                   =======    =======
 EBITDA, excluding the 2001 Charges               $  7,574    $ 6,810
                                                   =======    =======

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


 Note 10.   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.


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

      This commentary  should  be  read in  conjunction  with  the  Company's
 consolidated financial  statements and  related footnotes  and  management's
 discussion and analysis  of financial  condition and  results of  operations
 contained in the Company's Form 10-K for the year ended December 29, 2001.


 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  and
 $2.5 million  as  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-week period ended March 30, 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  March 30, 2002  compared to the  thirteen weeks  ended
 March 31, 2001

      In the  discussion and  analysis that  follows, all  references to  the
 first quarter of 2002 are to  the thirteen-week period ended March 30,  2002
 and all references  to the first  quarter of 2001  are to the  thirteen-week
 period ended March 31, 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;
 unaudited):

                                                  Thirteen weeks ended
                                         --------------------------------------
                                          March 30, 2002       March 31, 2001
                                         -----------------    -----------------
 Net sales ........................     $ 51,007    100.0%   $ 64,126    100.0%
 Cost of goods sold ...............       38,234     75.0      49,918     77.8
 Special charges, net .............            -        -         110      0.2
                                         -------    -----     -------    -----
  Gross profit ....................       12,773     25.0      14,098     22.0
 Operating expenses ...............        7,626     15.0       9,299     14.5
 Amortization of intangible assets.          130      0.3         929      1.4
 Restructuring and other charges...            -        -       2,483      3.9
                                         -------    -----     -------    -----
  Operating profit ................        5,017      9.7       1,387      2.2

 Interest expense .................       (3,484)    (6.8)     (5,479)    (8.5)
 Other income .....................           21      0.0          76      0.1
                                         -------    -----     -------    -----
  Income (loss) before income taxes        1,554      2.9      (4,016)    (6.2)

 Income tax (expense) .............         (124)    (0.2)        (67)   (0.1)
                                         -------    -----     -------    -----
  Net income (loss) ...............     $  1,430      2.7%   $ (4,083)    (6.3)%
                                         =======    =====     =======    =====

  Net income (loss) per share - Basic      $0.19               $(0.55)

  Net income (loss) per share - Diluted    $0.18               $(0.55)

 Weighted average common shares
 Outstanding -
  Basic                                    7,702                7,429
  Diluted                                  8,075                7,429


      Net sales.  Net sales of $51.0 million in 2002 decreased $13.1  million
 from $64.1 million in 2001. Approximately $4.0 million of the sales  decline
 was due to the bankruptcy of several customers, primarily Ames.  Kmart sales
 were down $2 million to a year ago as they balanced inventory to accommodate
 their announced store closings.  Also impacting comparisons to 2001 was  the
 divestiture of the servingware product line which accounted for $7.1 million
 of the sales decrease.  Sales to the Company's top three customers were  70%
 of total sales in 2002 as compared to 51% in the prior year.

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

      Gross profit.   The Company's  gross profit  in the  quarter was  $12.8
 million as  compared to  $14.1  million in  2001  and gross  profit  margins
 improved to 25.0% from 22.0% a  year ago.  The divested servingware  product
 line contributed  $2.5 million  of  gross profit  in  2001.   Excluding  the
 servingware product line, gross margins were  25.0% as compared to 20.6%  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  $7.6  million
 versus $9.3 million in 2001.  The  sale of PI reduced operating expenses  by
 $1.6 million.  During the quarter, a bad debt provision of $0.5 million  was
 recorded relating  to  January 2002  sales  prior to  the  Kmart  bankruptcy
 filing.  In 2001, bad debt expense was $0.3 million.

      Amortization of intangible assets.   Amortization of intangible  assets
 in 2002 was 0.3% of net sales or $0.1 million versus 1.4% or $0.9 million in
 2001. The decrease in  2001 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 non-compete agreements.

      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  $3.5 million in 2002  decreased
 $2.0 million from $5.5 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 March 30,  2002 was $93.1 million lower than  a
 year ago.  Debt paydowns are due to the proceeds from the sale of PI as well
 as over $22 million of positive cash flow from operating results.

      Other income.  Other income  in both years is  due to small amounts  of
 interest income and  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 taxes were recognized in either
 year due to the Company's significant tax loss carryforwards.

      Net income (loss).  In 2002 the Company had net income of $1.4 million,
 or $0.18 per diluted share, as  compared to a net  loss of $4.1 million,  or
 $0.55 per share in 2001. On a pro  forma basis that excludes the results  of
 PI from 2001 as well as  the 2001 Charges, the net  loss in 2001 would  have
 been $0.5 million, $0.07 per share.

      The  weighted  average  number  of  shares  outstanding  increased   to
 8,075,198 from 7,428,549 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.

 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) was reduced in the first quarter.   Net debt was $128.3 million  on
 March 30, 2002  as compared to  $129.5 million at  December 29,  2001.   The
 decrease of $1.2 million was due to positive operating results offset by  an
 increase in working capital.

      The Company's working capital, excluding cash and short term debt,  was
 $7.5 million or $2.4 million higher than December 29, 2001.  The increase in
 working capital  was  due  to higher  inventories  in  anticipation  of  the
 Company's seasonally higher sales in the second quarter.

      Capital spending in the first quarter  was $1.0 million as compared  to
 $1.7 million a year ago.  Capital spending in the current year is  primarily
 related to new product development.

      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  debt  repayments and  meet  anticipated  capital
 spending needs.   There were  no borrowings  outstanding under  the line  of
 credit at March 30,  2002 and our  borrowing availability was  approximately
 $38 million.

      The Company was in compliance with  all loan covenants as of March  30,
 2002.

 Management Outlook and Commentary

 * The  first  quarter  sales  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.

 * 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, Kmart  has been unable to  estimate the likely  impact of the  store
   closings on our sales.

 * 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.   Management  does  not
   expect to  see a  significant change  in the  cost of  these materials  as
   compared to  2001.  However the  cost of these items  is affected by  many
   variables outside the  control of the Company  and changes to the  current
   perceived trends  are possible.  During  the first quarter, market  prices
   for resin were about the same as in the fourth quarter of 2001.

 * 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.  There is  no assurance that the current costing  levels
   will continue  or 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 quarter of  2002
   and will continue through the second quarter.

 * 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 2  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 quarter of  2002, the Company  operated
   well within its financial  and operating covenants and expects to  operate
   within the covenants in 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.

 * Over the  past 4  years, the Company's  growth has  come 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.

 Critical Accounting Policies

      In the Company's Form  10-K for the year  ended December 29, 2001,  the
 Company's most critical  accounting policies  and estimates  upon which  our
 financial status depends upon were identified  as those relating to  revenue
 recognition, inventory  valuation and  restructuring reserves.  The  Company
 reviewed its policies  and determined that  those policies  remain our  most
 critical accounting  policies for  the quarter  ended  March 30,  2002.  The
 Company did not make any changes in those policies during the quarter.


 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

      The Company's primary market  risk is impacted  by changes in  interest
 rates and price volatility of certain commodity based raw materials.

      Interest Rate Risk.  The Company's revolving credit agreement is LIBOR-
 based and is subject to interest  rate movements.  During the first  quarter
 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 first 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 120  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 6. Exhibits and Reports on Form 8-K

       (a) Exhibits

           Exhibit Index


           99.1 Press release dated February 26, 2002
           99.2 Press release dated April 30, 2002


       (b) Reports on Current Form 8-K.

           Registrant filed a Current Report on  Form 8-K dated February  26,
           2002, to  disclose  that the  Registrant  issued a  press  release
           disclosing its financial results for its fourth quarter and fiscal
           year end 2001 results.

           Registrant filed a Current Report on  Form 8-K dated May 2,  2002,
           to disclose that the Registrant issued a press release  disclosing
           its financial results for its first quarter 2002.


<PAGE>

                                  SIGNATURE



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

                               Home Products International, Inc.

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


 Dated:  May 7, 2002