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

                                  FORM 10-Q

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

                 For the Quarterly Period Ended June 28, 2003

                                      or

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

                         Commission file number 0-17237

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



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


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

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

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

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

 Common shares, par value $0.01, outstanding as of August 2, 2003 - 7,865,434

<PAGE>
                      HOME PRODUCTS INTERNATIONAL, INC.

                                    INDEX


                                                                     Page
                                                                    Number
                                                                    ------
  Part I. Financial Information
          ---------------------

          Item 1.  Financial Statements

                   Condensed Consolidated Balance Sheets               3

                   Condensed Consolidated Statements of Operations     4

                   Condensed Consolidated Statements of Cash Flows     5

                   Notes to Condensed Consolidated Financial
                     Statements                                        6

          Item 2.  Management's Discussion and Analysis of
                   Financial Condition and Results of Operations      12

          Item 3.  Quantitative and Qualitative Disclosures
                     About Market Risk                                20

          Item 4.  Controls and Procedures                            21


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

          Items 1, 2, 3 and 5                                        n/a

          Item 4.  Submission of Matters to a Vote of
                     Security Holders                                 23

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


  Signature                                                           25

<PAGE>

 PART I.  FINANCIAL INFORMATION

 Item 1.  Financial Statements


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

                                                     (Unaudited)
                                                       June 28,   December 28,
                                                         2003         2002
                                                       --------     --------
                       Assets
 Current assets:
   Cash and cash equivalents ...............          $   3,495    $   3,974
   Accounts receivable, net ................             36,083       48,937
   Inventories .............................             27,887       25,357
   Deferred income taxes ...................              2,559        2,559
   Prepaid expenses and other current assets              1,519        1,879
                                                       --------     --------
     Total current assets...................             71,543       82,706
                                                       --------     --------

 Property, plant and equipment - at cost ...             95,054       91,917
 Less accumulated depreciation .............            (58,533)     (54,728)
                                                       --------     --------
 Property, plant and equipment, net ........             36,521       37,189
                                                       --------     --------
 Deferred income taxes .....................              5,207        5,207
 Other intangibles, net ....................                859        1,111
 Goodwill, net .............................             73,752       73,752
 Other non-current assets ..................              3,264        3,553
                                                       --------     --------
     Total assets...........................          $ 191,146    $ 203,518
                                                       ========     ========

       Liabilities and Stockholders' Equity
 Current liabilities:
   Accounts payable ........................          $  24,188    $  22,986
   Accrued liabilities .....................             21,711       28,993
   Current maturities of long-term
     obligations............................                158          158
                                                       --------     --------
     Total current liabilities..............             46,057       52,137
                                                       --------     --------
 Long-term obligations - net of current
   maturities ..............................            129,576      129,621
 Other liabilities .........................              4,380        4,293
 Stockholders' equity:
   Preferred Stock - authorized, 500,000
     shares, $.01 par value; - None issued..                  -            -
   Common Stock - authorized 15,000,000
    shares, $.01 par value; 8,681,196 shares
    issued at June 28, 2003 and 8,671,079
    shares issued at December 28, 2002......                 87           87
   Additional paid-in capital ..............             50,064       50,036
   Accumulated deficit .....................            (32,433)     (25,958)
   Common stock held in treasury - at cost;
    822,394 shares at June 28, 2003 and
    December 28, 2002 ......................             (6,528)      (6,528)
   Unearned employee benefits ..............                (57)        (170)
                                                       --------     --------
     Total stockholders' equity.............             11,133       17,467
                                                       --------     --------
     Total liabilities and stockholders'
       equity ..............................          $ 191,146    $ 203,518
                                                       ========     ========

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

<PAGE>

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



                                        Thirteen weeks      Twenty-six weeks
                                             ended               ended
                                       --------------------------------------
                                      June 28,  June 29,  June 28,   June 29,
                                        2003      2002      2003       2002
                                       --------------------------------------
 Net sales .......................... $54,049   $59,623   $103,178   $110,630
 Cost of goods sold .................  46,425    44,092     86,884     82,326
                                       ------    ------    -------    -------
     Gross profit ...................   7,624    15,531     16,294     28,304

 Operating expenses:
    Selling and marketing ...........   4,085     4,503      8,405      8,820
    General and administrative ......   3,297     3,376      7,209      6,685
    Amortization of intangible assets     126       123        252        253
                                       ------    ------    -------    -------
     Operating profit ...............     116     7,529        428     12,546
                                       ------    ------    -------    -------

 Non-operating income (expense):
     Interest income.................      15         5         62         54
     Interest expense................  (3,451)   (3,454)    (6,928)    (6,938)
     Other income (expense), net.....      11      (169)         7       (197)
                                       ------    ------    -------    -------
     Net non-operating expense.......  (3,425)   (3,618)    (6,859)    (7,081)
                                       ------    ------    -------    -------
     Earnings (loss) before
       income taxes .................  (3,309)    3,911     (6,431)     5,465

 Income tax expense .................     (20)     (176)       (44)      (300)
                                       ------    ------    -------    -------
     Net earnings (loss)  ........... $(3,329)  $ 3,735   $ (6,475)  $  5,165
                                       ======    ======    =======    =======

 Net earnings (loss) per common share:
     Basic .......................... $ (0.42)  $  0.48    $ (0.82)  $   0.67
                                       ======    ======    =======    =======
     Diluted ........................ $ (0.42)  $  0.45    $ (0.82)  $   0.63
                                       ======    ======    =======    =======
 Weighted average common shares
   outstanding-basic ................   7,936     7,750      7,935      7,744
                                       ======    ======    =======    =======
 Weighted average common shares
   outstanding-diluted ..............   7,936     8,212      7,935      8,161
                                       ======    ======    =======    =======

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

<PAGE>


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


                                                       Twenty-six weeks ended
                                                        ---------------------
                                                        June 28,     June 29,
                                                          2003         2002
                                                        --------     --------
 Operating activities:
  Net earnings (loss) .............................    $  (6,475)   $   5,165
  Adjustments to reconcile net earnings (loss) to
  net cash provided by operating activities:
   Depreciation and amortization ..................        4,498        5,422
   Amortization of restricted stock compensation...          113          113
   Loss on the abandonment of assets ..............            3          186
   Other, net .....................................          462         (627)
   Changes in current assets and liabilities:
    (Increase) decrease in accounts receivable.....       12,769       (3,337)
    (Increase) in inventories .....................       (2,530)      (9,140)
    Decrease in prepaid expenses and other                   360          903
    Increase in accounts payable ..................        1,202        2,806
    (Decrease) in accrued liabilities .............       (7,282)        (612)
                                                        --------     --------
 Net cash provided by operating activities                 3,120          879
                                                        --------     --------
 Investing activities:
  Capital expenditures, net .......................       (3,582)      (2,059)
                                                        --------     --------
 Net cash used in investing activities ............       (3,582)      (2,059)
                                                        --------     --------
 Financing activities:
  Net borrowings under loan and security agreement.            -          592
  Payments of capital lease obligation ............          (45)         (93)
  Exercise of stock options, issuance of common
   stock under stock purchase plan and other.......           28           91
                                                        --------     --------
 Net cash provided by (used in) financing activities         (17)         590
                                                        --------     --------

  Net decrease in cash and cash equivalents.........        (479)        (590)
  Cash and cash equivalents at beginning of period..       3,974        1,091
                                                        --------     --------
  Cash and cash equivalents at end of period........   $   3,495    $     501
                                                        ========     ========
 Supplemental disclosures
 Cash paid in the period:
  Interest .........................................   $   6,633    $   6,178
                                                        --------     --------
  Income taxes, net ................................   $      54    $     155
                                                        --------     --------
 Non-cash financing activities:
  Capital lease obligation .........................   $       -    $     123
                                                        --------     --------

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

<PAGE>

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


 Note 1. General Information

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

      The condensed consolidated  financial statements for  the thirteen  and
 twenty-six weeks ended  June 28,  2003 and June  29, 2002,  include, in  the
 opinion of  management,  all  adjustments (consisting  of  normal  recurring
 adjustments) necessary to present fairly the financial position, results  of
 operations and cash flows as of June 28, 2003 and for all periods presented.

      Certain information and note disclosures normally included in financial
 statements prepared  in  accordance  with  accounting  principles  generally
 accepted in the  United States of  America have been  condensed or  omitted.
 These  condensed  consolidated  financial  statements  should  be  read   in
 conjunction with  the consolidated  financial statements  and notes  thereto
 incorporated by reference  in the  Company's Form  10-K for  the year  ended
 December 28, 2002. The results of operations for the thirteen and twenty-six
 weeks ended June 28,  2003 are not necessarily  indicative of the  operating
 results to be expected for the full year.

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


 Note 2. Stock-Based Compensation Plans

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

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


                                        Thirteen weeks      Twenty-six weeks
                                             ended               ended
                                       --------------------------------------
                                      June 28,  June 29,  June 28,   June 29,
                                        2003      2002      2003       2002
                                       -------   -------   -------    -------
 Net earnings (loss)                  $ (3,329) $  3,735  $ (6,475)  $  5,165
 Deduct: Total stock-based employee
  compensation expense determined
  under fair value method for all
  awards, net of related tax effects       (48)      (63)      (95)      (102)
                                       -------   -------   -------    -------
 Pro forma net earnings (loss)        $ (3,377) $  3,672  $ (6,570)  $  5,063
                                       =======   =======   =======    =======
 Earnings (loss) per share:
   Basic-as reported                  $  (0.42) $   0.48  $  (0.82)  $   0.67
                                       =======   =======   =======    =======
   Basic-pro forma                    $  (0.43) $   0.47  $  (0.83)  $   0.65
                                       =======   =======   =======    =======

   Diluted-as reported                $  (0.42) $   0.45  $  (0.82)  $   0.63
                                       =======   =======   =======    =======
   Diluted-pro forma                  $  (0.43) $   0.45  $  (0.83)  $   0.62
                                       =======   =======   =======    =======

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


 Note 3. Net Earnings (Loss) Per Share

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

                                  Thirteen weeks        Twenty-six weeks
                                      ended                   ended
                              ---------------------------------------------
                               June 28,    June 29,    June 28,    June 29,
                                 2003        2002        2003        2002
                                -------     -------     -------     -------
 Net earnings (loss)           $ (3,329)   $  3,735    $ (6,475)   $  5,165

 Weighted average shares
   outstanding - basic        7,936,215   7,750,251   7,935,349   7,744,052
 Impact of stock options,
   warrants and restricted
   stock                              -     461,844           -     417,116
                              ---------   ---------   ---------     -------
 Weighted average shares
   outstanding - diluted      7,936,215   8,212,095   7,935,349   8,161,168
                              =========   =========   =========   =========
 Net earnings (loss)
   per share - basic            $ (0.42)    $  0.48     $ (0.82)    $  0.67
                                =======     =======     =======     =======
 Net earnings (loss)
   per share - diluted          $ (0.42)    $  0.45     $ (0.82)    $  0.63
                                =======     =======     =======     =======
 Anti-dilutive stock options,
   warrants and restricted
   stock excluded from
   calculation                  425,075           -     457,799           -
                                =======     =======     =======     =======

      Net earnings (loss) per share - basic is computed based on the weighted
 average number of outstanding common shares.  Net earnings (loss) per  share
 - diluted includes the  weighted average effect  of dilutive stock  options,
 warrants and restricted  stock on the  weighted average shares  outstanding.
 There were no dilutive stock options, warrants and restricted stock included
 in the computation  of diluted earnings  per share during  the thirteen  and
 twenty-six weeks ended June  28, 2003 because the  assumed exercise of  such
 common stock equivalents would have been antidilutive.


 Note 4. Goodwill and Other Intangibles

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

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

      Other intangibles consist of the following:


                                    June 28, 2003        December 28, 2002
                                ---------------------- ----------------------
                       Average   Gross                  Gross
                         Life   Carrying  Accumulated  Carrying  Accumulated
                        (Yrs.)   Amount   Amortization  Amount   Amortization
                       ------------------------------------------------------
 Amortized intangible
 assets:
   Patents             7 to 14  $ 1,008   $    (759)   $  1,008   $   (710)
   Non-compete
     agreements          10       2,928      (2,318)      2,928      (2,115)
                                 ------    --------     -------    --------
   Total                        $ 3,936   $  (3,077)   $  3,936   $  (2,825)
                                 ======    ========     =======    ========

      Aggregate  amortization  expense  for  the  twenty-six weeks ended June
 28, 2003 and  June  29, 2002  was  $252  and $253,  respectively.  Aggregate
 amortization expense in  the second quarter  of 2003 and  2002 was $126  and
 $123, respectively.

      Estimated amortization expense for the  remaining six months of  fiscal
 2003 and the next two  fiscal years based on  intangible assets at June  28,
 2003 is as follows:

                                 Estimated
                                Amortization
        Fiscal Year               Expense
        -----------               -------
           2003                    $253
           2004                    $505
           2005                    $101


 Note 5. Recent Accounting Pronouncements

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

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

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

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

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

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


 Note 6.  Inventories

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


                                           June 28,    December 28,
                                             2003          2002
                                            -------       -------
   Finished goods.....................     $ 21,588      $ 17,611
   Work-in-process....................        1,809         1,891
   Raw materials......................        4,490         5,855
                                            -------       -------
                                           $ 27,887      $ 25,357
                                            =======       =======

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

      During 2000 and 2001  the Company implemented  a restructuring plan  to
 reduce  fixed  costs   and  better  position   the  Company  for   sustained
 profitability.   The  restructuring   plan  entailed  the  closure  of   the
 Leominster,   Massachusetts   manufacturing   and   warehouse    facilities,
 reconfiguration  of  remaining  manufacturing  facilities,  a  reduction  in
 headcount and  a  realignment  of the  selling  process.  The  restructuring
 charges were accounted for  under EITF No. 94-3.   The Company identified  a
 total of 124 hourly  and salaried Leominster employees  to be terminated  in
 accordance with the 2001  restructuring initiatives.  As  of June 28,  2003,
 all  but  one  of   these  employees  had   been  terminated.  All   planned
 restructuring initiatives were completed in 2001.

      Restructuring reserves were determined  based on estimates prepared  at
 the time  the restructuring  actions were  approved by  management and  also
 reflect  any  subsequent  changes  in  management  estimates.  Restructuring
 reserves of $1,734, as of June 28, 2003, are considered adequate. Total  net
 cash outlays were $445  in the twenty-six week  period ended June 28,  2003.
 Restructuring reserve balances as of December 28, 2002, activity during  the
 current period and restructuring reserve balances as of June 28, 2003,  were
 as follows:

                                        Reserve     Amounts      Reserve
                                       balance at   utilized    balance at
                                        12/28/02    in 2003      06/28/03
                                         -------     ------       ------
  Inventory                             $     27    $   (10)     $    17
  Leased plant and facilities              1,821       (407)       1,414
  Obsolete and duplicate leased
    assets                                   289        (38)         251
  Employee related costs                      52          -           52
                                         -------     ------       ------
                                        $  2,189    $  (455)     $ 1,734
                                         =======     ======       ======

      As of June 28, 2003, inventory reserves of $17 are primarily related to
 the estimated cost  to liquidate the  obsolete inventory;  leased plant  and
 facilities reserves of $1,414 are primarily related to future minimum  lease
 payments on  a partially  vacated facility;  obsolete and  duplicate  leased
 assets reserves of  $251 are  related to  future minimum  lease payments  on
 machinery and  equipment  no  longer used  in  the  Company's  manufacturing
 process and  employee  related reserves  of  $52 are  primarily  related  to
 employee severance and benefits.


 Note 8.  Income Taxes

      The Company uses  the asset  and liability method  of SFAS  No. 109  in
 accounting for income  taxes.   Under this  method deferred  tax assets  and
 liabilities are recognized for the  future tax consequences attributable  to
 temporary differences between  the financial statement  carrying amounts  of
 existing assets and liabilities and their respective tax bases, tax  credits
 and operating loss  carryforwards. Deferred tax  assets and liabilities  are
 measured using the enacted tax rates expected to apply to taxable income  in
 the years in which those temporary differences are expected to be  recovered
 or settled. As  required by SFAS  No. 109, the  Company records a  valuation
 allowance to reduce its deferred  tax assets if it  is more likely than  not
 that the deferred tax assets will not be fully utilized.


 Note 9. Segment of an Enterprise

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

 Product Category Information - Net Sales

                                  Thirteen weeks        Twenty-six weeks
                                      ended                   ended
                              ---------------------------------------------
                               June 28,    June 29,    June 28,    June 29,
                                 2003        2002        2003        2002
                                -------     -------    --------    --------
 General storage  ..........   $ 21,457    $ 19,695   $  41,627   $  34,243
 Laundry management  .......     19,818      24,643      36,439      45,098
 Closet storage  ...........      6,818       6,757      13,451      15,148
 Bathware  .................      3,585       5,691       7,296      10,373
 Kitchen storage  ..........      2,371       2,837       4,365       5,768
                                -------     -------    --------    --------
   Total net sales .........   $ 54,049    $ 59,623   $ 103,178   $ 110,630
                                =======     =======    ========    ========

 Major Customers

      The Company is dependent  upon a few customers  for a large portion  of
 its net sales. In the second quarter of 2003, three customers each accounted
 for more  than 10%  of consolidated  net  sales.   The Company's  top  three
 customers, Walmart, Kmart and Target accounted for 29.9%, 28.0% and 12.7% of
 consolidated net sales, respectively, in the  second quarter of 2003.  These
 same three customers accounted  for 30.0%, 30.4%  and 11.0% of  consolidated
 net sales, respectively, during  the twenty-six weeks  ended June 28,  2003.
 In the second quarter of 2002  three customers each accounted for more  than
 10% of consolidated  net sales.   Walmart, Kmart, and  Target accounted  for
 28.2%,  27.7%  and   13.7%  of   the  Company's   consolidated  net   sales,
 respectively, in  the second  quarter of  2002. These  same three  customers
 accounted  for  31.7%,   24.0%  and   13.9%  of   consolidated  net   sales,
 respectively, during the twenty-six weeks ended  June 29, 2002. The loss  of
 one of these  customers could have  a material effect  on the  Company.   No
 other customer accounted  for more  than 10%  of consolidated  net sales  in
 either 2003 or 2002.


 Note 10. Subsequent Events

      On July 29,  2003, the  Company announced  its intention  to close  its
 Eagan, Minnesota  manufacturing and  warehouse facility  as of  January  31,
 2004.  This  closure is  being done to  reduce operating  costs and  utilize
 capacity in  the  Company's  other injection  molding  plants.  The  Company
 identified a total of approximately 130 hourly and salaried employees to  be
 terminated as part of  the Eagan facility  closure.  The  total cost of  the
 closing is expected  to be  about $4.5 million  of which  $2.5 million  will
 relate  to  non-cash  asset  writedowns.   Remaining   expenditures   relate
 primarily  to  employee  severance  and  the  relocation  of  equipment  and
 inventory.  The Company expects to  realize annual cash savings as a  result
 of the plant closing  and currently estimates that  the cash savings in  the
 first year will be approximately $2 million (excluding plant closing costs).


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

       This  commentary should  be  read in  conjunction with  the  Company's
 consolidated  financial  statements  and  related  notes  and   management's
 discussion and analysis  of financial  condition and  results of  operations
 contained in the Company's Form 10-K for the year ended December 28, 2002


 Critical Accounting Policies

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

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

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

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

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

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

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

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

 Thirteen weeks ended June 28, 2003 compared to the thirteen weeks ended June
 29, 2002

      In the discussion and analysis that follows, all references to 2003 are
 for the thirteen week period ended June 28, 2003 and all references to  2002
 are for the thirteen week period ended June 29, 2002.

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

                                                  Thirteen weeks ended
                                          ---------------------------------
                                          June 28, 2003       June 29, 2002
                                          --------------     --------------
 Net sales .......................       $ 54,049  100.0%   $ 59,623  100.0%
 Cost of goods sold ..............         46,425   85.9      44,092   74.0
                                          -------  -----     -------  -----
   Gross profit ..................          7,624   14.1      15,531   26.0

 Selling, general and
   administrative expenses........          7,382   13.7       7,879   13.2
 Amortization of intangible assets            126    0.2         123    0.2
                                          -------  -----     -------  -----
   Operating profit ..............            116    0.2       7,529   12.6

 Interest expense ................         (3,451)  (6.4)     (3,454)  (5.8)
 Other income, net ...............             26    0.0        (164)  (0.3)
                                          -------  -----     -------  -----
   Earnings (loss) before
     income taxes ................         (3,309)  (6.2)      3,911    6.5

 Income tax expense ..............            (20)  (0.0)       (176)  (0.3)
                                          -------  -----     -------  -----
   Net earnings (loss) ...........       $ (3,329)  (6.2%)  $  3,735    6.2%
                                          =======  =====     =======  =====
 Net earnings (loss) per share:
   Basic  ........................         $(0.42)             $0.48
   Diluted  ......................         $(0.42)             $0.45

 Weighted average common shares
  outstanding:
   Basic  ........................          7,936              7,750
   Diluted  ......................          7,936              8,212


      Net sales.   Net  sales of  $54.0 million  in 2003  were down  9.3%  as
 compared to net sales in 2002 of $59.6 million.  Net sales declined  between
 periods due primarily to Kmart store  closures, a decline in shelf space  at
 other customers  and  selling  price declines  in  response  to  competitive
 pressures.  In  January 2003,  Kmart announced  the closure  of 326  stores,
 approximately 18% of their total store count.   Most of the stores had  been
 closed by the  end of  April.  This  resulted in  a reduction  in net  sales
 between periods of about $3 million.  Laundry sales in the quarter were down
 21% compared to  a year ago  due in part  to lost market  share and  pricing
 actions related to far east imports.   There was also  a sales mix shift  as
 sales increased in general storage products while declining in other  higher
 margin product lines.  Changes in estimates related to retailer recovery  of
 deductions and customer programs resulted in a reduction of sales allowances
 between periods.  Such program and deduction expenses, which are recorded as
 a reduction of gross  sales, were 7.3% of  gross sales in  2003 and 9.0%  of
 gross sales in 2002.  The  Company's customer concentration was  essentially
 unchanged between periods.  Sales to  the top three customers were 70.6%  of
 net sales in 2003 as compared to 69.6% in the prior period.

      Gross profit.   The Company's gross  profit in the  second quarter  was
 $7.6 million in 2003 as compared to  $15.5 million in 2002 and gross  profit
 margins decreased  to  14.1% of  net  sales from  26.0%  a  year  ago.   The
 increased cost of  plastic resin was  the primary reason  for the  decreased
 gross margins.   Plastic  resin  increased $0.11  per  pound in  the  second
 quarter  as  compared  to  the  second  quarter  of  2002,  resulting  in  a
 $3.6 million  cost  increase  (650  basis  point decline in  margins).  Also
 contributing to the gross margin decline was a change in product mix towards
 lower margin general storage products.  The lower sales levels in the period
 also  meant  reduced   production  volume   over  which   to  absorb   fixed
 manufacturing costs.   Additional depreciation expense  of $0.2 million  was
 recorded due to a change in  estimated useful lives for certain assets  that
 will be effected by the closure of the Eagan, Minnesota facility.

      Selling,  general,   administrative   expenses  and   amortization   of
 intangible   assets.   Selling,   general,   administrative   expenses   and
 amortization of intangible  assets decreased to  $7.5 million  in 2003  from
 $8.0 million  in 2002.   As  a percentage  of net  sales, selling,  general,
 administrative expenses and amortization  of intangible assets increased  to
 13.9% in  2003 from  13.4% in  2002.   Selling, general  and  administrative
 expenses decreased  primrily  due  to  lower  bad  debt  expense  on  export
 receivables, reduced incentive compensation and reduced warehousing costs on
 the lower 2003 sales volume.  Amortization of intangible assets in 2003  was
 unchanged from a year ago.

      Interest expense.  Interest expense of $3.5 million in 2003 was flat to
 the prior year period.  There  were no variable rate borrowings  outstanding
 during the second quarter.

      Other income.  Other  income was not significant  to either period  and
 consisted primarily of interest income on cash balances and gains/losses  on
 fixed asset retirements.

      Income tax expense.  The income tax provision recorded in both  periods
 relates to  state and  foreign taxes.   No  federal income  tax expense  was
 recorded in  either  period  due  to  the  Company's  significant  tax  loss
 carryforwards.  At December 28, 2002 the Company had tax loss  carryforwards
 of $35 million which may be  used to reduce taxes  in the future.   However,
 there is no assurance that future income will be sufficient to utilize these
 tax loss carryforwards.

      Net earnings  (loss).   In 2003  the Company  had a  net loss  of  $3.3
 million primarily due to increased raw  material costs and lower net  sales.
 This resulted in  a loss per  share of ($0.42).   In the  second quarter  of
 2002, the Company  had net earnings  of $3.7 million,  or $0.45 per  diluted
 share.

      The diluted weighted average number of shares outstanding decreased  to
 7,936,215 in  2003 from  8,212,095  in 2002.   In  2003,  dilutive  options,
 warrants and restricted stock are not included in the computation of diluted
 weighted average shares  outstanding because  the assumed  exercise of  such
 equivalents would have reduced the loss per share.

 Twenty-six weeks ended June 28, 2003 compared to the twenty-six weeks  ended
 June 29, 2002

      In the discussion and analysis that follows, all references to 2003 are
 for the twenty-six  week period ended  June 28, 2003  and all references  to
 2002 are for the twenty-six week period ended June 29, 2002.

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

                                                Twenty-six weeks ended
                                          ---------------------------------
                                          June 28, 2003       June 29, 2002
                                          --------------     --------------
 Net sales ...........................   $103,178  100.0%   $110,630  100.0%
 Cost of goods sold ..................     86,884   84.2      82,326   74.4
                                          -------  -----     -------  -----
   Gross profit ......................     16,294   15.8      28,304   25.6

 Selling, general and
   administrative expenses ...........     15,614   15.1      15,505   14.0
 Amortization of intangible assets....        252    0.2         253    0.2
                                          -------  -----     -------  -----
   Operating profit ..................        428    0.5      12,546   11.4

 Interest expense ....................     (6,928)  (6.7)     (6,938)  (6.3)
 Other income, net ...................         69    0.1        (143)  (0.1)
                                          -------  -----     -------  -----
   Earnings (loss) before income taxes     (6,431)  (6.1)      5,465    5.0

 Income tax expense ..................        (44)  (0.0)       (300)  (0.3)
                                          -------  -----     -------  -----
   Net earnings (loss)  ..............   $ (6,475)  (6.1%)  $  5,165    4.7%
                                          =======  =====     =======  =====
 Net earnings (loss) per share:
   Basic  ............................   $  (0.82)          $   0.67
   Diluted  ..........................   $  (0.82)          $   0.63

 Weighted average common shares
  outstanding:
   Basic  ............................      7,935              7,744
   Diluted  ..........................      7,935              8,161


      Net sales.   Net sales  of $103.2  million in  2003 were  down 6.7%  as
 compared to net sales in 2002 of $110.6 million.  Net sales declined between
 periods due primarily to Kmart store  closures, a decline in shelf space  at
 other customers, selling price declines in response to competitive pressures
 and a weak retailer environment  in the first quarter  of 2003.  In  January
 2003, Kmart announced the closure of 326 stores, approximately 18% of  their
 total store count.  Most of the stores had been closed by the end of  April.
 This resulted  in a  reduction in  net  sales between  periods of  about  $5
 million. Laundry sales in the first six  months were down 21% compared to  a
 year ago due in part to lost market share and pricing actions related to far
 east imports.  There was also a mix shift as net sales increased in  general
 storage products while  declining in all  other product lines.   Changes  in
 estimates related to retailer recovery  of deductions and customer  programs
 resulted in a reduction of sales  allowances between periods.  Such  program
 and deduction expenses, which  are recorded as a  reduction of gross  sales,
 were 7.2% of  gross sales in  2003 and  9.1% of gross  sales in  2002.   The
 Company's customer concentration increased slightly.  Sales to the top three
 customers were 71.4% of net sales in 2003 as compared to 69.6% in the  prior
 period.

      Gross profit.  The Company's gross profit in the first half of 2003 was
 $16.3 million as compared to $28.3 million in 2002 and gross profit  margins
 decreased to 15.8% of net sales from 25.6%  a year ago.  Increased costs  of
 plastic resin were the  primary driver behind  the decreased gross  margins.
 Plastic resin increased  $0.08 per pound  in the twenty-six  week period  as
 compared to the prior year period, resulting in a $6.5 million cost increase
 (630 basis point  decline in  margins).   Contributing to  the gross  margin
 decline was a  change in product  mix towards lower  margin general  storage
 products.   The  lower  sales  levels  in  the  period  also  meant  reduced
 production  volume  over   which  to  absorb   fixed  manufacturing   costs.
 Additional depreciation expense of $0.2 million was recorded due to a change
 in estimated useful lives  for certain assets that  will be effected by  the
 closure of the Eagan, Minnesota facility.

      Selling,  general,   administrative   expenses  and   amortization   of
 intangible   assets.   Selling,   general,   administrative   expenses   and
 amortization of intangible assets  increased to $15.9  million in 2003  from
 $15.8 million in  2002.   As a percentage  of net  sales, selling,  general,
 administrative expenses and amortization  of intangible assets increased  to
 15.3% in  2003 from  14.2% in  2002.   Selling, general  and  administrative
 expenses increased  due  to  premiums associated  with  accounts  receivable
 insurance ($0.7 million) as well as  professional fees related to  corporate
 governance and Sarbanes-Oxley  matters ($0.4 million)  which were  partially
 offset by declines in incentive compensation expense, warehousing costs  and
 bad debt expense.  Amortization of  intangible assets in 2003 was  unchanged
 from a year ago.

      Interest expense.  Interest expense of $6.9 million in 2003 was flat to
 the prior year period.  There  were no variable rate borrowings  outstanding
 during the first twenty-six weeks of 2003.

      Other income.  Other  income was not significant  to either period  and
 consists primarily of interest income on  cash balances and gains/losses  on
 fixed asset retirements.

      Income tax expense.   The income tax provision recorded in both periods
 relates to  state and  foreign taxes.   No  federal income  tax expense  was
 recorded in  either  period  due  to  the  Company's  significant  tax  loss
 carryforwards.  At December 28, 2002 the Company had tax loss  carryforwards
 of $35 million which may be  used to reduce taxes  in the future.   However,
 there is no assurance that future income will be sufficient to utilize these
 tax loss carryforwards.

      Net earnings (loss).  In the first twenty-six weeks of 2003 the Company
 had a net loss of $6.5 million primarily due to increased raw material costs
 and lower net sales.  This resulted in a loss per share of ($0.82).  In  the
 comparable period of 2002, the Company had net earnings of $5.2 million,  or
 $0.63 per diluted share.

      The diluted weighted average number of shares outstanding decreased  to
 7,935,349 in  2003 from  8,161,168  in 2002.   In  2003,  dilutive  options,
 warrants and restricted stock are not included in the computation of diluted
 weighted average shares  outstanding because  the assumed  exercise of  such
 equivalents would have reduced the loss per share.

 Capital Resources and Liquidity

      The Company's  primary  sources  of  liquidity  and  capital  resources
 include cash provided  from operations  and borrowings  under the  Company's
 credit facility.

      The Company's cash position decreased to $3.5 million at June 28,  2003
 from $4.0 million at December 28, 2002.  The decrease in cash since December
 28, 2002 is primarily the result  of the year-to-date loss of $6.5  million.
 Most of the cash reduction caused by  the decline in earnings was offset  by
 reductions in working capital.   Working capital  (excluding cash and  short
 term debt) at June 28,  2003 was down $4.6  million from December 28,  2002.
 Receivables decreased $12.9 million due to lower sales in the second quarter
 of 2003 as compared to the fourth quarter of 2002 primarily attributable  to
 a seasonal reduction  in the Company's  sales.   Inventories increased  $2.5
 million in the twenty-six week period due to seasonal builds for the  higher
 third quarter  shipping  period.   Accrual  balances declined  $7.3  million
 during the twenty-six  week period  due to the  $6 million  payment of  semi
 annual interest  on the  Company's  high yield  bonds,  and the  payment  of
 various annual volume rebates and other sales program incentives.

      Capital spending  in the  twenty-six week  period was  $3.6 million  as
 compared to $2.2 million in the comparable period of 2002.  Capital spending
 was primarily  related to  new product  tooling  and normal  replacement  of
 equipment.

      The Company believes its $50 million line of credit, together with  its
 existing cash and cash flow from operations, will provide sufficient capital
 to fund operations,  make required  interest payments  and meet  anticipated
 capital spending needs for the next 12 months.  No line of credit borrowings
 were outstanding at June 28, 2003 and total borrowing availability under the
 line of  credit was  $43 million.   There  are  no required  debt  principal
 repayments until May 2008.

      The Company was in  compliance with all loan  covenants as of June  28,
 2003.

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

      The following is  a table  providing the  aggregate annual  contractual
 obligations of the  Company including  debt, capital  lease obligations  and
 future minimum rental commitments  under operating leases  at June 28,  2003
 and the effect such  obligations are expected to  have on our liquidity  and
 cash flows in future periods.

                                            Payments due by period
                                            ----------------------
                                                (in thousands)
                                                                       After
   Contractual Obligations      Total   1 year  2-3 years  4-5 years  5 years
   -----------------------     -------   -----    ------     -------   ------
 Long-term debt               $125,000  $    -   $     -    $125,000  $     -
 Capital lease obligations      14,367     954     1,876       1,848    9,689
 Minimum rental commitments
   under operating leases       22,593   6,123     9,126       5,050    2,294
                               -------   -----    ------     -------   ------
 Total contractual
   cash obligations           $161,960  $7,077   $11,002    $131,898  $11,983
                               =======   =====    ======     =======   ======

      The Company has  entered into commitments  to purchase certain  minimum
 annual volumes of  plastic resin at  formula-based prices.   The  agreements
 expire  in  December  2003  and   December  2004.  Future  related   minimum
 commitments to purchase  plastic resin, assuming  current price levels,  are
 $45,890 in 2003 and $30,840 in 2004.  The purchase commitment pricing is not
 tied to  fixed rates;  therefore, the  Company's  results of  operations  or
 financial position could be  affected by significant  changes in the  market
 cost of plastic resin. See "Item 3 Quantitative and Qualitative  Disclosures
 About Market Risk" - Commodity Risk,  which is incorporated by reference  to
 this section, for further details.


 Management Outlook and Business Risks

 * The Company's largest customer in 2002  and the first twenty six weeks  of
   2003 was  Kmart.  The  Company's net sales  to Kmart were  $74 million  in
   fiscal year 2002 and $31.4 million in the first twenty six weeks of  2003.
   In January 2003, Kmart announced the closure of 326 stores,  approximately
   18% of  their total store  count.  The  store closings  have resulted  and
   will likely  continue to result in  a reduction in net  sales to Kmart  in
   2003 as compared to 2002. In May 2003, Kmart emerged from bankruptcy  with
   secured  financing of  $2  billion. As  in  2002, opportunities  exist  to
   further  expand our  business with  Kmart.   These will  be considered  in
   light of  Kmart's financial situation,  our manufacturing capacity  levels
   and other  factors deemed appropriate  by management.   Given the  dynamic
   nature and the  size of the Company's sales  to Kmart, future results  may
   be  either favorably  or unfavorably  impacted by  any number  of  factors
   related to the retailer.

 * Historically, plastic  resin has represented approximately  20% to 25%  of
   the  Company's cost  of  goods sold.   In  the  first  half of  2003,  the
   percentage increased to 28% due  to higher plastic resin costs and  usage.
   Plastic resin  costs are impacted by  several factors outside the  control
   of  the Company  including  supply  and demand  characteristics,  oil  and
   natural gas prices  and the overall health of the  economy.  Any of  these
   factors could  potentially have a positive  or negative impact on  plastic
   resin prices and  the Company's profitability.   Resin costs in the  first
   twenty six  weeks of 2003 were  about $0.06 per pound  higher than 5  year
   historic averages and $0.08 per pound over last year's comparable  period.
   Resin costs are expected to decrease during the remainder of 2003 but  are
   not  expected to  return  to last  year's  levels. We  expect  that  third
   quarter costs  could be $0.08-$0.10 per  pound over historic averages  and
   $0.06-$0.08 per  pound over  last year's third  quarter.   We expect  that
   third quarter  results in 2003 as  compared to the  third quarter of  2002
   will be negatively affected.  While  we will make every effort to  recover
   the higher cost of plastic resin, there is no assurance that future  resin
   cost  increases can  be passed  on to  customers.   In 2002,  the  Company
   purchased 157  million pounds of  plastic resin.   Through June 2003,  the
   Company has purchased 72 million pounds of plastic resin.

 * On July 29, 2003, the Company announced its intention to close its  Eagan,
   Minnesota manufacturing  and warehouse facility  as of  January 31,  2004.
   This closure is being done to reduce operating costs and utilize  capacity
   in the Company's  other injection molding plants.   The total cost of  the
   closing is expected  to be about $4.5 million  of which $2.5 million  will
   relate  to  non-cash  asset  writedowns.   Remaining  expenditures  relate
   primarily  to employee  severance  and  the relocation  of  equipment  and
   inventory.   The  Company expects  to  realize annual  cash savings  as  a
   result of the plant closing and currently estimates that the cash  savings
   in  the first  year  will be  approximately  $2 million  (excluding  plant
   closing  costs).   However,  the  process of  closing  facilities,  moving
   equipment  and reallocating  production  and sourcing  capabilities  often
   involves  unforeseen  difficulties  and  may  require  a  disproportionate
   amount  of  the   Company's  financial  and  other  resources,   including
   management time.  Accordingly, there can be no assurance that the  Company
   will  not   incur  unanticipated   plant  closing   costs  or   experience
   unanticipated difficulties  and costs  associated with  the relocation  of
   equipment or the manufacture or  sourcing of products, any of which  could
   have a material adverse effect on the Company's anticipated cash savings.

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

 * In 2002, our highest sales occurred  in the fourth quarter.  This was  due
   to large promotional orders  related to the post Christmas retail  selling
   season.   Normally, our primary  selling season is  during the second  and
   third quarters of the calendar year in connection with the back to  school
   retail season.   Our profitability in  2002 was higher  in the second  and
   third quarters due  to the mix of product sold  and also due to lower  raw
   material costs.   There is no assurance that  our seasonality of sales  or
   profits in 2002 is indicative of future seasonality.

 * Steel tariffs  announced in 2002  had a negative  impact on the  Company's
   steel costs  in the second half  of 2002.  The  tariffs had the effect  of
   not only raising foreign steel prices, but domestic steel prices as  well.
   We expect  steel prices in 2003  to exceed prior year  levels.  We do  not
   expect that this cost increase can be passed on to customers.

 * During  2002, Congress  enacted  legislation designed  to  provide  higher
   standards of  corporate governance.  While  the legislation provides  many
   good  measures  to  protect  shareholders,  it  also will add  to our cost
   of  operations  and  the  cost of retaining competent  Board  members.  We
   estimate that  the cost  of compliance with  the new  legislation and  the
   increased  costs  associated   with  our  Board  of  Directors  will   add
   approximately $0.8 million to our operating expenses in 2003.

 * As  a  result  of  operating  losses and restructuring write-offs incurred
   in  2000,  the Company  has  significant  tax  loss  carryforwards.  These
   carryforwards may  be used  to reduce  taxable income  in future  periods.
   The Company  had tax loss  carryforwards of $35  million (amount  includes
   carryforwards of $9 million  subject to annual limitation) as of  December
   28, 2002.

 * The Company  is highly leveraged with  total debt representing nearly  two
   times our net tangible assets.  Although all of the Company's  outstanding
   debt  at June  28,  2003 is  at  fixed  rates, any  deterioration  in  our
   business could lead to additional borrowings at adjustable rates.  Thus  a
   deterioration  of our  business  combined  with a  significant  change  in
   interest  rates   could  materially   impact  earnings   and  cash   flow.
   Furthermore,  the  financial  and  operating  covenants  related  to   the
   Company's debt agreements  place some restrictions on operations.   During
   all  of 2002  the  Company operated  within  its financial  and  operating
   covenants and expects to  continue to operate within the covenants  during
   2003.

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

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

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


 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

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

      Interest Rate Risk.  The Company's revolving credit agreement is LIBOR-
 based and is subject  to interest rate movements.   During the thirteen  and
 twenty-six weeks ended  June 28, 2003,  the Company did  not experience  any
 material changes in  interest rate risk  that would  affect the  disclosures
 presented in the Company's Annual Report on Form 10-K for the fifty-two week
 period ended December 28, 2002.

      Commodity Risk.    The Company  is  subject to  price  fluctuations  in
 commodity based  raw  materials such  as  plastic resin,  steel  and  griege
 fabric. Changes in the cost of these materials may have a significant impact
 on the Company's operating results. The  cost of these items is affected  by
 many factors outside  of the Company's  control and changes  to the  current
 trends are possible. See "Management Outlook and Business Risks" above.

      The Company has  entered into commitments  to purchase certain  minimum
 annual volumes of  plastic resin at  formula-based prices.   The  agreements
 expire  in  December  2003  and   December  2004.  Future  related   minimum
 commitments to purchase  plastic resin, assuming  current price levels,  are
 $45.9 million in  2003 and $30.8  million in 2004.  The purchase  commitment
 pricing is not  tied to  fixed rates;  therefore, the  Company's results  of
 operations or financial position could be affected by significant changes in
 the market cost of plastic resin.  In the event there  is a major change  in
 economic conditions  affecting the  Company's overall  annual plastic  resin
 volume requirements, the Company and the  vendor will mutually agree on  how
 to mitigate  the  effects  on  both  parties.   Mitigating  actions  include
 deferral of  product  delivery within  the  agreement term,  agreement  term
 extension and/or elimination of excess quantities without liability.


 Item 4. Controls and Procedures

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

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

    Quarterly Review.  Under the supervision  and with  the participation  of
 the  Company's  management,  including  the  Company's  principal  executive
 officer and principal financial officer, the Company conducted an evaluation
 of its disclosure  controls and procedures,  as such term  is defined  under
 Rule 12a-14  promulgated  under the  Securities  Exchange Act  of  1934,  as
 amended, as  of June  28, 2003.   Based  on that  evaluation, the  Company's
 principal executive officer and principal financial officer concluded  that,
 as of the  date of such  evaluation, the Company's  disclosure controls  and
 procedures were adequate  and designed to  ensure that material  information
 relating to the Company and its consolidated subsidiary would be made  known
 to them by others within the those entities, particularly during the periods
 when periodic reports under the Exchange Act are being prepared.

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

 Forward Looking Statements

      This  quarterly  report  on  Form  10-Q,  including  the  "Management's
 Discussion and Analysis of Financial  Condition and Results of  Operations",
 "Management Outlook and  Business Risks" and  "Quantitative and  Qualitative
 Disclosures about Market Risk" sections, contain forward-looking  statements
 within the meaning of the "safe-harbor" provisions of the Private Securities
 Litigation Reform Act of 1995.  Forward-looking statements generally may  be
 identified by  the  use  of terminology  such  as  "may,"  "will,"  "could,"
 "should," "potential," "continue,"  "expect," "intend," "plan,"  "estimate,"
 "anticipate," "believe," or similar phrases or the negatives of such  terms.
 Such statements  are  based on  management's  current expectations  and  are
 subject to risks, uncertainties and assumptions, including those  identified
 below and in the  foregoing "Business Risks," as  well as other matters  not
 yet known  to  the Company  or  not  currently considered  material  by  the
 Company, which could cause  actual results to  differ materially from  those
 described in the forward-looking statements. Such factors and  uncertainties
 include, but are not limited to:

      * the Company's dependence on a few large customers
      * price fluctuations in the raw materials used by the Company,
        particularly plastic resin
      * unanticipated plant closing costs
      * unanticipated difficulties and costs associated with the relocation
        of equipment and the manufacture or sourcing of products
      * competitive conditions in the Company's markets
      * general economic conditions and conditions in the retail environment
      * the impact of the level of the Company's indebtedness
      * restrictive covenants contained in the Company's various debt
        documents
      * the seasonal nature of the Company's business
      * fluctuations in the stock market
      * the extent to which the Company is able to retain and attract key
        personnel
      * relationships with retailers
      * the impact of federal, state and local environmental requirements
        (including the impact of current or future environmental claims
        against the Company)
      * our ability to develop and introduce new products and product
        modifications necessary to remain competitive
      * other factors discussed in "Management Outlook and Business Risks"
        above

       Given these risks  and uncertainties, investors  are cautioned not  to
 place undue  reliance on  such forward-looking  statements.  Forward-looking
 statements do not  guarantee future  performance.   The Company's  operating
 results may fluctuate, especially when measured  on a quarterly basis.   The
 Company  undertakes  no  obligation  to  republish  revised  forward-looking
 statements to reflect events  or circumstances after the  date hereof or  to
 reflect the occurrence of unanticipated events.   Readers are also urged  to
 carefully review and consider the various disclosures made by the Company in
 this report and in the Company's periodic reports on Forms 10-K, 10-Q and 8-
 K filed with the Securities and  Exchange Commission.  Such reports  attempt
 to advise  interested  parties of  the  factors that  affect  the  Company's
 business.


 PART II. OTHER INFORMATION

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


 ITEM 4. Submission of Matters to a Vote of Security Holders

 On May 28, 2003, the 2003 Annual Meeting of Stockholders of the Company  was
 held. The following is a brief description of the matters voted upon at  the
 meeting and tabulation of the voting therefor:

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


             Nominee            Votes Received    Votes Withheld
             -------            --------------    --------------
      Charles R. Campbell          7,446,178         207,285
      Jeffrey C. Rubenstein        7,218,687         434,776
      Daniel B. Shure              7,445,535         207,928
      Joel D. Spungin              7,378,158         275,305
      James R. Tennant             7,292,835         360,628


 ITEM 6. Exhibits and Reports on Form 8-K

       (a)       Exhibits

           10.1 First Amendment to Loan and Security Agreement made as of
                June 1, 2003 by and among Home Products International -
                North America, Inc. and Fleet Capital Corporation.

           10.2 Second Amendment to Loan and Security Agreement made as of
                July 31, 2003 by and among Home Products International -
                North America, Inc. and Fleet Capital Corporation.

           10.3 Third Amendment to Loan and Security Agreement made as of
                July 31, 2003 by and among Home Products International -
                North America, Inc. and Fleet Capital Corporation.

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

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

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

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

           99.1  Press release dated August 6, 2003.


       (b) Current reports on Form 8-K.

       Registrant  filed a Current Report  on Form 8-K dated  May 2, 2003  to
       disclose  that the Registrant  issued a press  release disclosing  its
       financial results for its first quarter 2003.

<PAGE>

                                  SIGNATURE

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

                            Home Products International, Inc.

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


 Dated:  August 11, 2003