<PAGE>   1
 
================================================================================

                                  FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------
(MARK ONE)
[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
 
                 FOR THE FISCAL YEAR ENDED DECEMBER 29, 1996
 
                                      OR

[]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES ACT OF 1934 (NO FEE REQUIRED)
 
                           COMMISSION FILE NO. 1-7484
                                      
                                EKCO GROUP, INC.
             (Exact name of registrant as specified in its charter)

                            ------------------------
 
                   DELAWARE                                    11-21676167
       (State or other jurisdiction of                       (I.R.S. Employer
        incorporation or organization)                     Identification No.)

              98 SPIT BROOK ROAD
            NASHUA, NEW HAMPSHIRE                                 03062
   (Address of principal executive offices)                     (Zip Code)
 
                            ------------------------

     REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (603) 888-1212
                                      
         SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 

                                                      Name of each exchange
             Title of each class                       on which registered
                                                   
         Common Stock, $.01 par value                New York Stock Exchange
       Preferred Share Purchase Rights               New York Stock Exchange
                                                   
 
         SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                     NONE
 
     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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K, or any amendment to
this Form 10-K.  [X]
 
     The aggregate market value of the shares of voting capital stock held by
non-affiliates (without admitting that any person whose shares are not included
in determining such value is an affiliate) was approximately $96 million based
upon the closing price of the shares on the New York Stock Exchange Composite
Tape on March 21, 1997.
 
     As of March 21, 1997, there were issued and outstanding 18,696,593 shares
of Common Stock of the registrant.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
     Portions of the registrant's Annual Report to Stockholders for the fiscal
year ended December 29, 1996: Parts I and II. Portions of the registrant's
definitive proxy statement with respect to the Annual Meeting of Stockholders to
be held on May 20, 1997: Part III.

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<PAGE>   2
                                                           


                                     Part I
                                     ------

Item 1.  BUSINESS
-------  --------

General
-------

     Ekco Group, Inc. ("Ekco" or the "registrant" and, together with its
subsidiaries, the "Company") is a leading U.S. manufacturer, developer and
marketer of multiple categories of branded houseware products for everyday home
use. The Company believes it is the leading U.S. supplier of metal bakeware,
kitchen tools and gadgets and non-toxic pest control products. In addition, the
Company believes it is a leading U.S. supplier of cleaning products (primarily
brushes, brooms and mops) and small animal care and control products. The
Company markets its products primarily in the U.S. through substantially all
distribution channels that sell houseware products for everyday home use,
including mass merchandisers, supermarkets, home centers, hardware, drug and
specialty stores.

     The Company was incorporated in Delaware in 1968. The current business of
the Company was established in 1987 through the Company's purchase of Ekco
Housewares, Inc. and through subsequent acquisitions and internal development.
The Company has acquired or developed the following businesses and product
categories (net of divestitures):

     October 1987 -- acquisition of Ekco Housewares, Inc. ("Housewares"), a
     manufacturer and marketer of bakeware and kitchen tools and gadgets.

     January 1989 -- acquisition of Woodstream Corporation ("Woodstream"), a
     manufacturer and marketer of non-toxic pest control products.

     December 1989 -- acquisition of the non-toxic pest control product line of
     McGill Metal Products Company.

     December 1991 -- acquisition of the small animal care product line of
     Beacon Industries, Inc.

     January 1992 -- acquisition of Frem Corporation, now known as Ekco Consumer
     Plastics, Inc. ("Plastics"), a manufacturer and marketer of molded plastic
     products. (See "Recent Developments" below for information regarding
     Plastics as a discontinued operation.)

     April 1993 -- acquisition of Kellogg Brush Manufacturing Co. and
     subsidiaries ("Kellogg"), a manufacturer and marketer of brushes, brooms
     and mops.

     January 1995 -- introduction of an internally developed line of upscale
     bakeware and kitchen tools, gadgets and other houseware products by B. VIA
     International Housewares, Inc. ("VIA"), a newly formed subsidiary of the
     Company.

     December 1996 -- sublicense of the Farberware brand name from Meyer
     Marketing Company Ltd. for use on the Company's bakeware products.

     The Company operates in one industry segment with revenues derived from
sales in four principal product categories: (i) bakeware, (ii) kitchenware,
(iii) cleaning products, and (iv) pest control and small animal care and control
products. See Note 14 of Notes to Consolidated Financial Statements appearing in
Exhibit 13 hereto, incorporated herein by reference, for industry and geographic
area information.

         The Company's business strategy is to be a marketing- and sales-driven
company that holds profit as its measurement of success. The Company is
implementing its

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strategy by making the changes more fully described in "Recent Developments"
below in refocusing its operations and improving operating efficiencies. The
Company will seek to introduce new products more quickly, create innovative and
attractive products and strengthen its customer relationships. The Company also
intends to pursue growth through acquisition of additional consumer product
lines and businesses as opportunities arise.

Recent Developments
-------------------

     During the fourth quarter of Fiscal 1996 and the first quarter of its
current fiscal year, the Company has initiated certain strategic actions
intended to increase the future profitability of the Company, including the
following, each of which is more fully described below: Consolidating the
Company's cleaning products manufacturing activities into a single site in
Hamilton, Ohio; entering into a licensing agreement for the use of the
Farberware trade name on a line of the Company's bakeware products and
introducing that line at the January 1997 National Housewares Show; and, because
of the Company's relatively small presence in the plastics market, entering into
an agreement to sell Plastics, which will facilitate greater focus on the
Company's core product categories. In addition, Malcolm L. Sherman, who was
elected as the Company's Chairman in July 1996, was appointed as Chief Executive
Officer in December 1996 to replace the Company's former CEO. Several management
changes were made within the Company's core houseware businesses aimed at
refocusing operations: Robert Varakian, the Company's Vice President of
Marketing and President of VIA, now heads sales, marketing and product
development for Housewares. Donato A. DeNovellis, the Company's Executive Vice
President, Finance and Administration, and Chief Financial Officer, now is also
responsible for managing the manufacturing and distribution of Housewares'
products and organizing that company's administrative processes. In addition,
three distinguished individuals have been appointed as directors of the Company
and bring a wealth of retail and financial experience to complement the
Company's current board of directors: George W. Carmany, III, Michael G. Frieze
and Avram J. Goldberg.

     During the fourth quarter of Fiscal 1996, the Company announced the
consolidation of its Easthampton, Massachusetts cleaning products manufacturing
plant. The facility will be consolidated into the Company's existing
manufacturing facility in Hamilton, Ohio. See Note 17 of Notes to Consolidated
Financial Statements appearing in Exhibit 13 hereto, incorporated herein by
reference, for information regarding the special charge associated therewith.

     In December 1996, the Company announced that it entered into a
sub-licensing agreement with Meyer Marketing Company Ltd. to market bakeware
products under the Farberware brand name. The sub-licensing agreement includes
an initial five-year term which renews automatically for successive one-year
periods until April 30, 2196. The addition of the new Farberware line of
bakeware is intended to provide the Company with a strong entrance into
department and specialty store channels and will broaden the market position for
the Company's bakeware products.

     In January 1997, the Board of Directors approved management's plan to sell
Plastics. As a result, the Company reported the results of Plastics and the loss
on disposal as a discontinued operation. The Company's Phoenix, Arizona
manufacturing and distribution facility associated with that division was sold
in January 1997 for $4 million. In February 1997, the Company announced that it
had entered into a letter of intent to sell substantially all of Plastics'
assets. As part of the sale transaction, it is anticipated that the purchaser
will license the Ekco(R) trademark for use in the sale of plastic products
previously manufactured and sold by Plastics and will lease the Company's
Worcester, Massachusetts facility. It is anticipated that the sale will close at
the end of March 1997. See Note 2 of Notes to Consolidated Financial Statements
appearing in Exhibit 13 hereto, incorporated herein by reference, for
information regarding Plastics as a discontinued operation.

                                       2
<PAGE>   4


Products
--------

     BAKEWARE. The Company manufactures and markets a broad line of metal
bakeware for home use, including non-stick coated bakeware marketed under a
group of Baker's Secret(R) trademarks, uncoated bakeware marketed under the
Ekco(R) trademark, insulated non-stick coated "no burn" bakeware marketed under
the Baker's Secret(R) Air Insulated(TM) trademark and non-stick coated bakeware
marketed under the Farberware brand name, more fully described below. Sales of
bakeware accounted for 33.8% of net revenues from continuing operations in
Fiscal 1996. Through Housewares, the Company has over 100 years of experience in
the metal bakeware market, and its bakeware products include cookie sheets,
muffin tins, brownie pans, loaf pans and similar metal bakeware items. The
Company emphasizes value, quality, functionality and, in the case of coated
products, ease of cleaning and release. The Company believes it is the leading
U.S. supplier of metal bakeware in the U.S.

     The Company continually develops new products to capitalize on its high
consumer brand recognition and broad retail distribution. New product
development efforts are conducted by the Company's internal staff and by third
parties on a contract basis. At the National Housewares Show in January 1997,
the Company launched its upscale bakeware products to be sold by VIA under the
Farberware brand name. The Company also introduced its new Baker's Secret(R)
non-stick coating, an extremely durable non-staining coating, new tri-lingual
bakeware packaging for all of the Company's bakeware products, and a number of
new items, including a selection of mini-pans for single and child-size
servings.

     KITCHENWARE. The Company sells kitchen tools and gadgets under the Ekco(R),
Ekco Pro(TM) and Baker's Secret(R) trademarks. The Company markets more than
1,000 kitchen tool and gadget products, including multiple colors of the same
item and various packaging combinations. Sales of kitchenware products accounted
for 26.4% of net revenues from continuing operations in Fiscal 1996. Kitchen
tools include metal, plastic and wooden spoons, spatulas, serving forks, ladles
and other cooking accessories. Gadgets include peelers, corkscrews, whisks, can
openers, bottle openers and similar items. The Company also markets stainless
steel and carbon steel cutlery and stainless steel flatware, mixing bowls and
colanders. The Company believes that it is the leading U.S. supplier of kitchen
tools and gadgets. The Company believes that it has obtained this position
because of its broad product offerings, brand name recognition, quality and
service.

     The Company believes that the sale of kitchenware is more dependent on
impulse buying by the consumer than any other line of products the Company
offers. The Company continually updates its kitchenware line and introduces new
items. For example, in January 1997 at the National Housewares Show the Company
introduced a line of barbecue tools and other barbecue items, including a
collapsible turner, fork and tongs which fit easily into drawers and
dishwashers, sauces, spice rubs and wood chips, anti-bacterial cutting boards
marketed under the Ekco(R) trademark with GermAway(TM), tools and gadgets for
baking marketed under the Baker's Secret(R) trademark, and tools and gadgets,
some of which have oversized handles with a unique thumb grip, marketed under
the Ekco PRO(TM) trademark and multi-function tools marketed under the 2 In 1
Tools(TM) trademark.

     In January 1997, the Company also introduced as part of its houseware
offerings a variety of tea kettles, in classic, decorated and novelty styles, 
and carafes and pump pots, which keep hot drinks hot and cold drinks cold for 
up to 8 hours.

     VIA. The Company's VIA(TM) bakeware and kitchenware products are designed
for the upscale and specialty marketplace and include kitchen tools and gadgets
such as pasta, garlic and pizza cooking and storage items, multi-

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function items, such as a combination spoon rest/tea bag holder/utility dish,
and bakeware products, including cookie sheets, loaf pans and muffin tins in
heavy-gauge coated and uncoated steel, tin steel pans, and heavy-gauge coated
steel roasting pans, racks, bakers and broilers. VIA's sales of bakeware and
kitchenware accounted for 4.2% of net revenues from continuing operations in
Fiscal 1996. In January 1997 at the National Housewares Show, the VIA(TM) family
of products was expanded to include Zoo Tools(TM), a creative and fun line of 28
kitchen tools based on animal themes to be jointly marketed with Housewares, and
a line of bakeware marketed under the Farberware brand name.


     CLEANING PRODUCTS. The Company manufactures and markets a broad line of
cleaning products, including brushes, brooms and mops for home use marketed
under the Ekco(R) and Clean Results(R) trademarks and indoor and outdoor
specialty cleaning products for janitorial use marketed under the
Wright-Bernet(TM) and Cleaning Specialty(TM) trademarks. Sales of cleaning
products accounted for 21.7% of net revenues from continuing operations in
Fiscal 1996. The Company believes that it is a leading manufacturer of cleaning
brushes for household, kitchen and personal use.

     Among the product offerings introduced at the January 1997 National
Housewares Show were anti-bacterial cleaning products, such as sponges and brush
products marketed under the Ekco(R) and GermAway(TM) trademarks, a jumbo sponge
mop marketed under the Ekco(R) and E-Z Wringer(TM) trademarks and scrub brushes
with animal themes marketed under the Ekco(R) and Cleaning Critters(TM)
trademarks.

     PEST CONTROL AND SMALL ANIMAL CARE AND CONTROL PRODUCTS. The Company
manufactures and markets non-toxic pest control and small animal care and
control products under the Victor(R) and Havahart(R) trademarks, respectively.
Sales of pest control and small animal care and control products accounted for
13.9% of net revenues from continuing operations in Fiscal 1996. The Company's
products include spring-action rodent traps and other rodent and insect traps
marketed under the Victor(R) trademark, pet cages marketed under the Havahart(R)
trademark and live animal cage traps marketed under the Havahart(R) trademark,
which are used to control garden pests and other nuisance animals such as
raccoons. The Company believes it is the leading supplier of non-toxic pest
control products, rodent traps and live animal cage traps in the U.S. In Fiscal
1996, the Company introduced two storage-saving collapsible live animal cage
traps marketed under the Havahart(R) trademark, and the following products
marketed under the Victor(R) trademark: a mouse trap that requires one quick
click to set, rodent trays which catch rodents and hold them without poisons, a
reusable multi-catch "mice" trap and "mini-cat" repeating mouse trap both of
which catch up to 4 mice without poison, a non-poisonous mosquito barrier spray
for grass, plants and shrubs that repels mosquitoes for up to two weeks and "the
ultimate" flea trap that attracts fleas by use of an electrical heat-emitting
device.

     Customers and Distribution
     --------------------------

     Management believes that the Company has one of the broadest distribution
networks of any company in the housewares industry. The Company markets its
products primarily in the U.S. through substantially all distribution channels
that sell houseware products for everyday home use, including mass
merchandisers, supermarkets, home centers, hardware stores, drug stores,
specialty stores and other retail channels. The Company sells its products to
each of the 30 largest mass merchandisers (as ranked in the January 1997 Home
World Business Magazine category analysis of the top 100 retailers), including
Wal-Mart and Kmart but excluding warehouse clubs. The Company estimates that it
sells its products in over 90% of the approximately 38,000 U.S. supermarkets,
including Winn-Dixie, Kroger and Albertson's. The Company sells its products to
many of the largest hardware chains, including Ace Hardware, Home Depot, True
Value, ServiStar and Lowe's Home Centers. Of its customers, Wal-Mart and Kmart
accounted for 11.0% and 9.5%, respectively, of the Company's net revenues from
continuing operations in Fiscal 1996.

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<PAGE>   6


     The Company's products are distributed through the following retail
channels: Bakeware is distributed primarily through mass merchandisers and
supermarkets; kitchenware is distributed primarily through supermarkets and mass
merchandisers, as well as hardware and drug stores; cleaning products are
marketed under the Ekco(R) trademark primarily to mass merchandisers and
supermarkets; broom and brush products are marketed under the Wright-Bernet(TM)
trademark to hardware and home center retailers and mops are marketed to
janitorial supply and professional cleaning companies; pest control and small
animal care and control products are marketed to mass merchandisers,
supermarkets, hardware, drug and variety stores, agricultural centers, farm
stores, home centers and professional pest control companies; and VIA(TM)
products are distributed primarily through department stores and upscale and
specialty stores.

Sales and Marketing
-------------------

     The Company markets its products directly through its own sales and
marketing organization and through a network of representatives and brokers.
Outside the U.S., the Company's products are marketed through its Canadian and
U.K. subsidiaries and distributors and agents who provide marketing support to
supermarkets, mass merchandising stores, specialty stores and department stores.
The Company's agreements with its distributors and agents are generally
terminable upon 30 days notice and are not deemed to be material by the Company.

Manufacturing and Sourcing
--------------------------

     The Company manufactures most of its bakeware, cleaning and pest control
and small animal care and control products. High volume kitchenware products
(representing approximately 23% of kitchenware sales) are generally manufactured
and assembled by the Company and the remainder are sourced from third parties.
The Company utilizes a variety of standard manufacturing processes, including
metal stamping, injection molding, mesh welding, wire forming and automatic
staple setting. The Company regularly evaluates its manufacturing and third
party sourcing options to maintain an appropriate balance of quality and
cost.

Raw Materials and Components
----------------------------

     The Company purchases primary raw materials, including steel, wood, natural
and synthetic fibers, sponges, corrugated boxes and card stock for packaging,
from a number of suppliers, including several major steel companies. All of
these materials are of a commodity nature and are subject to price fluctuations
as supply and demand change which may adversely affect the Company's
profitability. The Company also purchases components and complete products,
primarily kitchen tools and gadgets, from several domestic and foreign
suppliers. The Company believes that raw materials, component items and complete
products are available from numerous other suppliers, and that the loss of any
one of its suppliers would not have a material adverse effect on the Company.

Trademarks and Patents
----------------------

     The Company believes that its Ekco(R) trademark, as well as its Baker's
Secret(R), Havahart(R), Victor(R), Wright-Bernet(TM) and VIA(TM) trademarks are
significant to its competitive position. The Company holds a number of patents,
none of which is believed to be material to the Company's business.

Competition
-----------

     The Company believes that the markets for all of its products are highly
competitive and that competition for retail sales to consumers is based on
several factors, including brand name recognition, value, quality, price and
availability. 

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Primary competitive factors with respect to selling such products to retailers
are brand reputation, number of product categories offered, broad product
coverage within each product category, support and service to the retailer and
price.

     The Company competes with established companies, several of which have
substantially greater resources than those of the Company. There are no
substantial regulatory or other barriers to entry by new competitors in the
housewares industry. However, suppliers that are able to maintain, or increase,
the amount of retail space allocated to a product may gain a competitive
advantage in that product market. The Company believes that the allocation of
space by retailers is influenced by many factors, including brand name
recognition by consumers, quality and price of the supplier's products, the
level of service provided by the supplier and the supplier's ability to support
promotions.

     The Company believes that its ability to compete successfully is based on
the wide recognition of its brand names, its multiple category product
offerings, its ability to design, develop, acquire, manufacture and market
competitively priced products, its broad product coverage within most product
categories, its attention to retailer and consumer needs and its access to major
channels of distribution. There can be no assurance that the Company will be
able to compete successfully against current and future sources of competition
or that the competitive pressures faced by the Company will not adversely affect
its profitability or financial performance.

Seasonality
-----------

     Many of the Company's product categories are affected by seasonal consumer
purchasing patterns, including holiday cooking and baking and spring cleaning.
Historically, the Company's revenues in the last half of the fiscal year have
been greater than in the first half. See Note 16 of Notes to Consolidated
Financial Statements appearing in Exhibit 13 hereto, incorporated herein by
reference, for information regarding quarterly results of operations.

Backlog
-------

     Information as to backlog is not material to an understanding of the
Company's business because most of the Company's net revenues result from short
lead-time customer orders. The Company generally is able to fill orders from
inventory, and has generally been able to adjust production levels to meet
increases in customers' orders that cannot be filled from inventory.

Employees
---------

     As of December 29, 1996, the Company employed 1,213 persons in the U.S.
including 147 employees of Plastics of whom 664 were represented under
collective bargaining agreements which expire on dates ranging from October 1997
to February 2002. As of such date, the Company also employed 33 persons in
Canada, 13 of whom were represented under a collective bargaining agreement
which expires in July 1997, and four persons in the U.K. The Company considers
its employee relations to be satisfactory.

Business Outlook
----------------

     This annual report on Form 10-K, including "Business," "Properties," "Legal
Proceedings" and "Management's Discussion and Analysis of Results of Operations
and Financial Condition" in Exhibit 13 hereto, contains forward-looking
statements within the meaning of the "safe-harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Such statements are based on
management's current expectations and are subject to a number of factors and
uncertainties which could cause actual results to differ materially from those
described in the forward-looking statements. Such factors and uncertainties
include, but are not limited to: the impact of the level of the Company's
indebtedness; restrictive covenants

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contained in the Company's various debt documents; general economic conditions
and conditions in the retail environment; the Company's dependence on a few
large customers; price fluctuations in the raw materials used by the Company;
competitive conditions in the Company's markets; the timely introduction of new
products; the impact of competitive products and pricing; certain assumptions
related to consumer purchasing patterns; the seasonal nature of the Company's
business; and the impact of federal, state and local environmental requirements
(including the impact of current or future environmental claims against the
Company). As a result, the Company's operating results may fluctuate, especially
when measured on a quarterly basis. These forward-looking statements represent
the Company's best estimate as of the date of this annual report on Form 10-K.
The Company assumes no obligation to update such estimates except as required by
the rules and regulations of the Securities and Exchange Commission.


Item 2.  PROPERTIES
------   ----------

     As of December 29, 1996, the Company owned or leased for use in its
business the properties set forth in the table below:
<TABLE>
<CAPTION>

                                                        Approximate        Owned or       Lease
Description of Property(1)(2)       Location           Square Footage       Leased       Expires
------------------------------------------------------------------------------------------------

<S>                                 <C>                    <C>              <C>          <C>   
Executive offices                   Nashua,                  8,000          Leased       11/06/97
                                    New Hampshire

Administrative offices              Franklin Park,         190,000          Leased       01/31/99
for the housewares division         Illinois
and warehousing and
distribution center for VIA
products

Manufacturing, warehousing          Massillon, Ohio        244,000          Owned        N/A
and distribution center for
bakeware

Warehousing and                     Bolingbrook,           260,000          Leased       06/30/02
distribution center for             Illinois               109,000          Leased       11/06/99
kitchen tools, gadgets,
bakeware and other Company
products

Manufacturing, warehousing,         Lititz,                330,000          Owned        N/A
distribution and office             Pennsylvania
facility for pest control
and small animal care and
control products

Manufacturing, warehousing,         Easthampton,           326,000          Owned        N/A
office and distribution             Massachusetts (3)
facility for brushes,
brooms and mops

Manufacturing, warehousing,         Worcester,             177,000          Owned        N/A
distribution and office             Massachusetts (4)
facility for molded plastic
products

Warehousing facility for            Worcester,             135,000          Leased       01/31/00
molded plastic products             Massachusetts (4)

</TABLE>

                                       7

<PAGE>   9

<TABLE>
<CAPTION>

                                                          Approximate       Owned or      Lease
Description of Property             Location              Square Footage    Lease        Expires
------------------------------------------------------------------------------------------------

<S>                                 <C>                    <C>              <C>           <C>      
Manufacturing, warehousing          Phoenix,               104,000          Owned         N/A
and distribution facility           Arizona (5)
for molded plastic products

Manufacturing, warehousing,         Hamilton, Ohio         100,000          Owned         N/A
distribution and office
facility for brushes,
brooms and mops

Manufacturing and                   Obregon,                27,000          Leased        02/03/98
warehousing facility for            Sonora, Mexico
kitchen tools and gadgets

Office and warehousing              Niagara Falls,          60,000          Owned         N/A
facility for products for           Ontario, Canada
sale and distribution in
Canada

Manufacturing and                   Nashville,              42,000          Leased        12/31/97
distribution facility for           Tennessee
institutional mop
and broom products

Office facility for VIA(TM)         Englewood Cliffs,        3,000          Leased        11/30/97
products                            New Jersey

Office facility for                 Caldicot, Gwent,         2,000          Leased        09/01/98
products for sale and               U.K.
distribution in the U.K.
-----------------------
<FN>

(1)  In addition to the properties listed in the table, as of December 29, 1996
     the Company owned approximately 513,000 square feet of floor space which is
     being held for sale or lease. The Company leases other real properties not
     set forth above which, in the aggregate, are not deemed material.

(2)  Substantially all of the properties owned by the Company are subject to
     mortgage liens granted in connection with the Company's Revolving Credit
     Facility. The Company believes that its properties are generally suitable
     and adequate for its purposes for the foreseeable future.

(3)  The cleaning products manufacturing activities performed at the Company's
     Easthampton, Massachusetts facility are in the process of being
     consolidated into the Company's Hamilton, Ohio facility, and the
     Easthampton, Massachusetts property is being held for sale or lease.

(4)  The Worcester, Massachusetts properties are associated with the 
     discontinued operation of Plastics.

(5)  The Company sold its Phoenix, Arizona facility on January 17, 1997.

</TABLE>

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<PAGE>   10

Item 3.  LEGAL PROCEEDINGS
------   -----------------

Litigation
----------

     The Company is a party to several pending legal proceedings and claims,
including the matters described below. Although the outcome of such proceedings
cannot be determined with certainty, the Company's management, after
consultation with legal counsel, is of the opinion that the expected final
outcome should not have a material adverse effect on the Company's financial
position, results of operations or liquidity. In April 1996, the U.S. District
Court for the Northern District of Ohio ruled that certain insulated bakeware
products manufactured by the Company infringed a patent held by a third-party
plaintiff. The Company ceased manufacturing such products in December 1995. In
July 1996, the court enjoined the Company from infringing the patent and awarded
the plaintiff a royalty of 2% of sales, or approximately $88,000. The Company
believes that it is not liable for infringement, and in December 1996, the
Company filed a notice of appeal, and thereafter, the third-party plaintiff
filed a cross-appeal. The Company and its counsel believe that the Company has
meritorious grounds for its appeal of the court's decision. The Company's
management believes that the final outcome will not have a material adverse
effect on the Company's financial position, results of operation or liquidity.

Environmental Regulation and Claims
-----------------------------------

     From time to time, the Company has had claims asserted against it by
regulatory agencies or private parties for environmental matters relating to the
generation or handling of hazardous substances by the Company or its
predecessors and has incurred obligations for investigations or remedial actions
with respect to certain of such matters. While the Company does not believe that
any such claims asserted or obligations incurred to date will result in a
material adverse effect upon the Company's financial position, results of
operations or liquidity, the Company is aware that at its facilities at
Massillon (more fully described below) and Hamilton, Ohio; Easthampton,
Massachusetts (more fully described in Note 13 of Notes to Consolidated
Financial Statements appearing in Exhibit 13 and incorporated herein by
reference); Chicago, Illinois and Lititz, Pennsylvania, and at its previously
owned facility in Hudson, New Hampshire hazardous substances and oil have been
detected and that additional investigations will be, and remedial actions will
or may be, required at such facilities. Operations at these and other facilities
currently or previously owned or leased by the Company utilize, or in the past
have utilized, hazardous substances. There can be no assurance that activities
at these or any other facilities or future facilities may not result in
additional environmental claims being asserted against the Company or additional
investigations or remedial actions being required.

     Prior to the Company's acquisition of Housewares in 1987, Housewares'
Massillon, Ohio steel bakeware manufacturing facility was the subject of
administrative proceedings before the United States Environmental Protection
Agency by issuance of an administrative complaint alleging violations of the
Resource Conservation and Recovery Act resulting from operation of a wastewater
lagoon at the facility. American Home Products Corporation ("AHP"), a former
owner of Housewares, pursuant to an indemnity agreement (the "Indemnity
Agreement") with Housewares relating to acts occurring prior to September 7,
1984, assumed the costs of remediation measures in addition to the defense of
the administrative proceedings with federal and state environmental protection
agencies, as well as preparation of closure plans and other plans called for as
a result of these proceedings. While AHP has acknowledged its full
responsibility under the Indemnity Agreement with respect to the wastewater
lagoon, it has asserted that Housewares should contribute to the cost of a
remediation study and certain remediation measures to the extent that Housewares
exacerbated contamination at the facility since September 7, 1984. Housewares
has denied that it has exacerbated contamination at the facility since such
date. AHP and Housewares have agreed to allocate such costs in proportion to
their respective responsibilities based on the results of an engineering study
but in no event will Housewares' share with respect to the wastewater lagoon
exceed the lesser of 25% of the total cost or $750,000. The Company is unable to
determine to what extent, if any, it will be responsible to contribute to such
costs but the Company does not believe that any such contribution that it may be
required to make will have a material adverse effect on its financial position,
results of operations or liquidity.


                                       9
<PAGE>   11


Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------  ---------------------------------------------------

     Not applicable.

                                       10

<PAGE>   12
<TABLE>

                      EXECUTIVE OFFICERS OF THE REGISTRANT
                      ------------------------------------
<CAPTION>
Name                    Age  Office Held
----                    ---  -----------
<S>                     <C>  <C>             

Malcolm L. Sherman      65   Chief Executive Officer, December 1996 to present;
                             Chairman of the Board, July 1996 to present; and
                             consultant to the Company, February 1993 to
                             December 1996. Mr. Sherman is Chairman of the Board
                             of Advisors of Gordon Brothers Partners, Inc. (a
                             group of companies which provide merchant and
                             financial services to the retail community as well
                             as serve as wholesalers and retailers of fine
                             jewelry) and has served in that capacity since
                             February 1993. He served as Chairman and Director
                             of K.T. Scott, Ltd. (a chain of wallpaper and
                             window treatment stores) from January 1991 to
                             August 1995, and President and Chief Executive
                             Officer of Morse Shoe, Inc. (a manufacturer,
                             importer and retailer of shoes) from January 1992
                             until December 1993. Previously, he was Chairman of
                             Channel Home Centers, Inc. (a chain of home
                             improvement stores), Regina Electric (a
                             manufacturer of vacuum cleaners) and, for many
                             years, Zayre Stores Inc. (a group of retail chain
                             stores).

Donato A. DeNovellis    52   Executive Vice President, October 1994  to
                             present; Chief Financial Officer, July 1993 to present; Vice
                             President, July 1993 to October 1994; Senior Vice President and
                             Chief Financial Officer of Ekco Housewares, Inc. from
                             September 1996 to present.  Prior to joining the Company,
                             Mr. DeNovellis served Xerox Corporation and its
                             subsidiary companies from 1980 to 1992 in a number of capacities,
                             including the following: Managing Director from May 1992 to October 1992,
                             and Executive Vice President and Chief Administrative Officer
                             from April 1991 to May 1992 of Crum & Forster, Inc. (a
                             property/casualty insurance holding company); and Senior Vice
                             President, Operations Analysis, from January 1990 to
                             April 1991 of Xerox Financial Services (a financial services company).

Jeffrey A. Weinstein    46   Executive Vice President, April 1985 to present; Secretary, February 1988
                             to present; General Counsel, October 1978 to present; and
                             President, Ekco Consumer Plastics, Inc., July 1996 to
                             present.

</TABLE>


                                      11




<PAGE>   13

<TABLE>

                      EXECUTIVE OFFICERS OF THE REGISTRANT
                      ------------------------------------
<CAPTION>
Name                    Age  Office Held
----                    ---  -----------
<S>                     <C>  <C>             

Stuart W. Cohen         50   Vice President, Strategic Planning and Business Development,
                             June 1995 to present.  Prior to joining the Company, from
                             May 1991 to December 1994 Mr. Cohen served as First Vice
                             President of Van Kampen Merritt, Inc. ("VKM") (an investment
                             products and management firm), where he was responsible for
                             strategic planning and business development.  From August
                             1986 to April 1991, Mr. Cohen was an investment banker and
                             Vice President, Mergers and Acquisitions, Capital Markets
                             Division of VKM.

Brian R. McQuesten      47   Vice President, February 1996 to present; and Controller, May 1987 to present.

Robert A. Varakian      41   Vice President of Marketing, July 1996 to present; Senior Vice
                             President--Marketing & Sales of Ekco Housewares, Inc.;
                             President of B. VIA International Housewares, Inc., October
                             1995 to present and from February 1994 to October 1994; and
                             President of Ekco Consumer Products, Ltd. from October 1994
                             to October 1995.  Prior to joining the Company, from 1983 to
                             February 1994 Mr. Varakian served M. Kamenstein, Inc. in a
                             number of capacities, including Senior Vice President, Sales
                             & Marketing from 1988 to February 1994.

Susan M. Scacchi        32   Treasurer from February 1997 to present;
                             Vice President--Finance of Ekco Housewares, Inc.
                             from July 1996 to February 1997; Corporate
                             Accounting Manager from August 1994 to July 1996.
                             Prior to joining the Company, from January 1993 to August 1994,
                             Ms. Scacchi was an independent financial management consultant,
                             and from July 1986 to September 1992 she served Coopers & Lybrand
                             (a financial accounting firm) in several positions, including
                             Manager--Business Investigative Services Practice from January 1990
                             to September 1992.

</TABLE>

     The executive officers of the Company are elected annually by the Board of
Directors and serve, subject to the provisions of any employment agreement
between the executive and the Company, until their respective successors are
chosen and qualified or until their earlier resignation or removal.


                                       12





<PAGE>   14

                                     Part II
                                     -------

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
------   ---------------------------------------------------------------------

     The information set forth in the section entitled "Common Stock Price Range
and Dividends" appearing in Exhibit 13 hereto is incorporated herein by
reference.


Item 6. SELECTED FINANCIAL DATA 
------  -----------------------

     The information set forth in the section entitled "Selected Consolidated
Financial Data" appearing in Exhibit 13 hereto is incorporated herein by
reference.


Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The information set forth in the section entitled "Management's Discussion
and Analysis of Results of Operations and Financial Condition" appearing in
Exhibit 13 hereto is incorporated herein by reference.


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
------   -------------------------------------------
 
     The information set forth in the consolidated financial statements and
notes thereto (including the note which sets forth certain supplementary
information) and the Report of Independent Auditors appearing in Exhibit 13
hereto are incorporated herein by reference. Reference is also made to Item
14(a)2 with respect to Financial Statement Schedules filed herewith.


Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     None.

                                       13
<PAGE>   15

                                    Part III
                                    --------

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-------  --------------------------------------------------

     a) Directors - The information set forth in the section entitled "Election
of Directors" appearing in the Company's definitive proxy statement with respect
to the 1997 Annual Meeting of Stockholders is incorporated herein by reference.

     b) Executive Officers - See "Executive Officers of the Registrant"
appearing in Part I above.


Item 11. EXECUTIVE COMPENSATION
-------  ----------------------

     The information set forth in the sections entitled "Compensation of
Directors" and "Compensation of Executive Officers" (except for the information
under the captions "Report of the Compensation Committee on Executive
Compensation" and "Performance Graph") appearing in the Company's definitive
proxy statement with respect to the 1997 Annual Meeting of Stockholders is
incorporated herein by reference.


Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-------  --------------------------------------------------------------

     The information set forth in the section entitled "Security Ownership of
Certain Beneficial Owners and Management" appearing in the Company's definitive
proxy statement with respect to the 1997 Annual Meeting of Stockholders is
incorporated herein by reference.


Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------  ----------------------------------------------

     The information set forth in the section entitled "Certain Relationships
and Related Transactions" appearing in the Company's definitive proxy statement
with respect to the 1997 Annual Meeting of Stockholders is incorporated herein
by reference.

                                       14

<PAGE>   16

                                     Part IV
                                     -------

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
-------  ----------------------------------------------------------------
                                                           Page Number in
                                                           Exhibit 13
                                                           --------------

(a) 1.         Financial Statements:
--- --         --------------------
               Report of independent auditors.............      35

               Consolidated balance sheets at December 29,
               1996 and December 31, 1995 ................      15

               Consolidated statements of operations for
               the fiscal years ended December 29, 1996, 
               December 31, 1995 and January 1, 1995......      16

               Consolidated statements of stockholders'
               equity for the fiscal years ended
               December 29, 1996, December 31, 1995 and
               January 1, 1995............................      17

               Consolidated statements of cash flows
               for the fiscal years ended December 29, 1996, 
               December 31, 1995 and January 1, 1995......      18

               Notes to consolidated financial
               statements.................................      19

                                                           Page Number in
                                                           Form 10-K
                                                           -------------- 
               Independent auditors' report...............      17



    2.         Financial Statement Schedule:
    --         ----------------------------
 
               VIII Valuation and Qualifying Accounts.....      18


Schedules other than that listed above have been omitted because they are not
required, not applicable or the required information is furnished in the
consolidated financial statements or notes thereto.

    3.        Exhibits:  (See Index to Exhibits beginning on page 19.)

(b) Reports on Form 8-K -- 
--- -------------------  

On October 15 and December 5, 1996, the registrant filed reports on Form 8-K as 
of October 9, 1996 and December 9, 1996, respectively, to report under "Item 5.
Other Events" the filing of two press releases announcing anticipated lower
than expected third quarter and full year 1996 results and the appointment of
Malcolm L. Sherman as Chief Executive Officer, respectively.


                                       15
<PAGE>   17



                                   SIGNATURES
                                   ----------

       Pursuant to the requirements of Section 13 or 15(d) 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.

                                   EKCO GROUP, INC.

                                   By: /s/MALCOLM L. SHERMAN
                                      -----------------------------------------
                                   Malcolm L. Sherman, Chief
                                   Executive Officer
                                   (Principal Executive Officer)
                                   Date: March 27, 1997

                                   By: /s/DONATO A. DeNOVELLIS
                                      -----------------------------------------
                                   Donato A. DeNovellis, Executive Vice
                                   President, Finance and Administration,
                                   and Chief Financial Officer
                                   (Principal Financial Officer)
                                   Date: March 27, 1997

                                   By: /s/BRIAN R. McQUESTEN
                                      -----------------------------------------
                                   Brian R. McQuesten, Vice President and
                                   Controller
                                   (Principal Accounting Officer)
                                   Date: March 27, 1997

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

/s/GEORGE W. CARMANY, III Director                    March 27, 1997
-------------------------
George W. Carmany, III

/s/MICHAEL G. FRIEZE      Director                    March 27, 1997
-------------------------
Michael G. Frieze

/s/AVRAM J. GOLDBERG      Director                    March 27, 1997
-------------------------
Avram J. Goldberg

/s/T. MICHAEL LONG        Director                    March 27, 1997
-------------------------
T. Michael Long

/s/STUART B. ROSS         Director                    March 27, 1997
-------------------------
Stuart B. Ross

/s/MALCOLM L. SHERMAN     Director                    March 27, 1997
-------------------------
Malcolm L. Sherman

/s/BILL W. SORENSON       Director                    March 27, 1997
-------------------------
Bill W. Sorenson

/s/HERBERT M. STEIN       Director                    March 27, 1997
-------------------------
Herbert M. Stein

/s/JEFFREY  A. WEINSTEIN  Director                    March 27, 1997
-------------------------
Jeffrey A. Weinstein


                                       16
<PAGE>   18


                          INDEPENDENT AUDITORS' REPORT




Board of Directors and Stockholders
Ekco Group, Inc.


     Under date of January 31, 1997, we reported on the consolidated balance
sheets of Ekco Group, Inc. and subsidiaries as of December 29, 1996 and December
31, 1995, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the fiscal years in the three-year period
ended December 29, 1996, as contained in the 1996 annual report to stockholders.
These consolidated financial statements and our report thereon are incorporated
by reference in this annual report on Form 10-K for the fiscal year 1996. In
connection with our audits of the aforementioned consolidated financial
statements, we also audited the related consolidated financial statement
schedule as listed in Item 14(a)2 of this report. This financial statement
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion on this financial statement schedule based on our
audits.

     In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth herein.




                                            /s/ KPMG Peat Marwick LLP




Boston, Massachusetts
March 24, 1997


                                       17

<PAGE>   19
 


                      EKCO GROUP, INC. AND SUBSIDIARIES
              SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
                                      
                            (Amounts in thousands)

<TABLE>
<Captions>

------------------------------------------------------------------------------------------------------------------------------------
  Column A                       Column B                 Column C                          Column D               Column E
------------------------------------------------------------------------------------------------------------------------------------
                                                   --Additions to reserves--       --Deductions from reserves--
                                 Balance at        Additions       Charged to       Settlements                    Balance
                                 beginning         charged to        other               or            Write-      at close   
    Description                  of period       income or loss     accounts          payments          offs       of period
------------------------------------------------------------------------------------------------------------------------------------
<C>                               <C>               <C>              <C>               <C>             <C>          <C>
Year ended December 29, 1996:
 Allowance for doubtful
  accounts                        $  948            $   130          $    -            $    -          $  318       $  760
 Provisions related to
  consolidation of
  cleaning business                    -              4,921               -                 -           3,224        1,697
 Provision for disposal of
  discontinued operations              -              5,500               -                 -               -        5,500
                                  ------            -------          ------            ------          ------       ------
                                  $  948            $10,551          $    -            $    -          $3,542       $7,957
                                  ======            =======          ======            ======          ======       ======
Year Ended December 31, 1995:
 Allowance for doubtful
  accounts                        $1,395            $  (290)         $    -            $    -          $  157       $  948
 Reserves related to plant
  consolidations                   3,305                  -               -             3,305               -            -
                                  ------            -------          ------            ------          ------       ------
                                  $4,700            $  (290)         $    -            $3,305          $  157       $  948
                                  ======            =======          ======            ======          ======       ======
Year Ended January 1, 1995:
 Allowance for doubtful
  accounts                        $1,473            $   165          $    -            $    -          $  243       $1,395
Provisions related to
  restructuring/reorganization
  and excess facilities cost       8,323                  -               -             5,018               -        3,305
                                  ------            -------          ------            ------          ------       ------
                                  $9,796            $   165          $    -            $5,018          $  243       $4,700
                                  ======            =======          ======            ======          ======       ======
</TABLE>













                                       18
<PAGE>   20


                                INDEX TO EXHIBITS


Exhibit
Number      Exhibit Description
-------------------------------

3.1(i)(a)   Restated Certificate of Incorporation dated February 17, 1987,
            as amended, originally filed as Exhibit 3.1(a) to Form 10-K for
            the year ended December 31, 1989 (incorporated herein by
            reference to Exhibit 3.1(i)(a) to Form 10-K for the year ended
            December 31, 1995).

3.1(i)(b)   Certificate of Designations of Series A Junior Participating
            Preferred Stock, originally filed as Exhibits 3.1(b) and 4.2(c)
            to Form 10-K for the year ended December 28, 1986, included in
            Exhibit 4.1 (incorporated herein by reference to Exhibit 3.1(b)
            to Form 10-K for the year ended January 1, 1995).

3.1(i)(c)   Certificate of Designations of Series B ESOP Convertible
            Preferred Stock, originally filed as  Exhibit 3.1(d) to Form
            10-K for the year ended January 1, 1989 (incorporated herein by
            reference to Exhibit 3.1(c) to Form 10-K for the year ended
            January 1, 1995).

3.1(ii)     By-laws as currently in effect.

4.1         Rights Agreement dated as of March 27, 1987, including Form of
            Rights Certificate and Form of Certificate of Designations of Series
            A Junior Participating Preferred Stock, originally filed as Exhibit
            4.2(c) to Form 10-K for the year ended December 28, 1986; First
            Amendment dated as of June 9, 1988, originally filed as Exhibit
            4.2(a)(2) to Form 10-K for the year ended January 1, 1989; [Second]
            Amendment dated as of January 10, 1989, originally filed as Exhibit
            4.2(a)(3) to Form 10-K for the year ended January 1, 1989; Third
            Amendment dated as of March 23, 1992, originally filed as Exhibit 8
            to Form 8 Amendment No. 2 to Form 8-A dated June 30, 1992; and
            Fourth Amendment dated as of December 22, 1992, originally filed as
            Exhibit 9 to Form 8 Amendment No. 3 dated January 8, 1993 to Form
            8-A (incorporated herein by reference to Exhibit 4.2 to Form 10-K
            for the year ended January 3, 1993).
--------------------------------------------------------------------------------
            (1) Numbered in accordance with Item 601 of Regulation S-K. 
            (2) An asterisk (*) denotes the Company's management contracts or
                compensatory plans or arrangements.


                                       19
<PAGE>   21



4.2(a)      Indenture dated as of March 25, 1996 among the
            registrant, its U.S. operating subsidiaries and
            Fleet National Bank of Connecticut
            (incorporated herein by reference to Exhibit
            4.2(a) to Form 10-K for the year ended December
            31, 1995).

4.2(b)      Form of 9 1/4% Senior Note due 2006, included in Exhibit
            4.2(a)(incorporated herein by reference to Exhibit 4.2(b) to
            Form 10-K for the year ended December 31, 1995).

4.2(c)      Registration Rights Agreement dated as of March 25, 1996 among
            the registrant, its U.S. operating subsidiaries, Bear, Stearns &
            Co. Inc. and Smith Barney Inc. (incorporated herein by reference
            to Exhibit 4.2(c) to Form 10-K for the year ended December 31,
            1995).

4.3         Ekco Group, Inc. Dividend Reinvestment and Stock Purchase Plan
            (incorporated herein by reference to Exhibit 4.3 to Form 10-K
            for the year ended December 31, 1995).

10.1(a)*    1984 Restricted Stock Purchase Plan, as amended,
            originally filed as Exhibit 10.1(a) to Form 10-K for the
            year ended December 29, 1991.

10.1(b)*    1985 Restricted Stock Purchase Plan, as amended,
            originally filed as Exhibit 10.3(a) to Form
            10-K for the year ended December 29, 1991.

10.1(c)(1)* Form of Restricted Stock Purchase Agreement, as
            amended (incorporated herein by reference to
            Exhibit 10.1(b) to Form 10-K for the year ended
            January 1, 1995 and Exhibit 10.1(c)(3) to Form
            10-K for the year ended December 31, 1995).

10.1(c)(2)  Schedule to Form of Restricted Stock Purchase Agreement.

10.1(d)(1)* Form of Restricted Stock Purchase Agreement, as
            amended, for the quarterly purchase of
            restricted stock (incorporated by reference to
            Exhibit 10.1(d) to Form 10-K for the year ended
            December 31, 1995).

10.1(d)(2)  Schedule to Form of Restricted Stock Purchase Agreement, as amended.

10.2(a)(1)* 1987 Stock Option Plan, as amended.

10.2(a)(2)* Form of incentive stock option and non-qualified stock option
            agreements (incorporated herein by reference to Exhibit 10.11(a) to
            Form 10-K for the year ended December 29, 1991).

10.2(b)(1)* Form of Non-Qualified Stock Option and
            Repurchase Agreement dated as of September 8,
            1987, as amended (incorporated herein by
            reference to Exhibit 10.1(b)(1) to Form 10-K
            for the year ended December 31, 1995).


10.2(b)(2)  Schedule to Form of Non-Qualified Stock Option and Repurchase
            Agreement, as amended.

10.2(c)(1)* Form of Non-Qualified Stock Option and
            Repurchase Agreement dated various dates, as
            amended (incorporated herein by reference to
            Exhibit 10.2(b)(2)(i) to Form 10-K for the year
            ended December 31, 1995).

                                       20
<PAGE>   22


10.2(c)(2)  Schedule to Form of Non-Qualified Stock Option and Repurchase
            Agreement, as amended.

10.2(d)(1)* Form of Incentive Stock Option Agreement with Robert 
            Varakian dated as of February 4, 1994, January 24, 1995,
            and February 6, 1996 (incorporated herein by reference to Exhibit 
            10.3(d) to Form 10-K for the year ended January 1995).

10.2(d)(2)  Schedule to Form of Incentive Stock Option Agreement.

10.2(e)*    Form of Non-Qualified Stock Option Agreement dated as of 
            February 5, 1997.

10.3(a)*    Form of Indemnity Agreement for officers and
            directors (incorporated herein by reference to
            Exhibit 10.3(c) to Form 10-K for the year ended
            January 1, 1995).

10.3(b)     Schedule to Form of Indemnity Agreement.

10.4*       Ekco Group, Inc. 1988 Directors' Stock Option Plan, originally filed
            as Exhibit 10.15 to Form 10-K for the year ended December 31, 1989,
            as amended (incorporated herein by reference to Exhibit 10.4 to Form
            10-K for the year ended December 31, 1995). 

10.5(a)(1)* Ekco Group, Inc. Employees' Stock Ownership
            Plan ("ESOP") effective as of January 1, 1989,
            originally filed as Exhibit 10.13(a) to Form
            10-K for the year ended January 1, 1989, as
            amended (incorporated herein by reference to
            Exhibits 10.6(a)(1) and (2) to Form 10-K for
            the year ended January 1, 1995).

10.5(a)(2)* Amendment to ESOP dated May 26, 1995.

10.5(a)(3)* Amendment to ESOP dated November 6, 1996.

10.5(b)     ESOP Loan Agreement dated as of October 1,
            1990, originally filed as Exhibit 10.10(c) to
            Form 10-K for the year ended December 30, 1990
            (incorporated herein by reference to Exhibit
            10.5(b) to Form 10-K for the year ended
            December 31, 1995).

10.5(c)     ESOP Loan Agreement dated as of March 30, 1995
            (incorporated herein by reference to Exhibit
            10.5(c) to Form 10-K for the year ended
            December 31, 1995).

10.6*       Employment Agreement with Malcolm L. Sherman dated December 4,
            1996.

                                       21
<PAGE>   23


10.7*       Amended and Restated Employment Agreement with Donato A.
            DeNovellis dated as of May 25, 1995, as amended (incorporated
            herein by reference to Exhibit 10.3 to Form 10-Q for the
            quarterly period ended October 1, 1995, Exhibit 10.9(b) to Form
            10-Q for the period ended June 30, 1996 and Exhibit 10.10
            hereinbelow).

10.8*       Amended and Restated Employment Agreement with Jeffrey A.
            Weinstein dated as of May 25, 1995 (incorporated herein by
            reference to Exhibit 10.2 to Form 10-Q for the quarterly period
            ended October 1, 1995 and Exhibit 10.10 hereinbelow).

10.9*       Employment Agreement with Stuart W. Cohen dated as of June 12,
            1995 (incorporated herein by reference to Exhibit 10.4 to Form
            10-Q for the quarterly period ended October 1, 1995).

10.10*      Form of Amendment to Employment Agreement with Donato A.
            DeNovellis and Jeffrey A. Weinstein.

10.11*      Employment Agreement with Robert Varakian dated as of September
            25, 1996.  

10.12*      Ekco Group, Inc. Incentive Compensation Plan for Executive
            Employees of Ekco Group, Inc. and Subsidiaries, as amended
            (incorporated herein by reference to Exhibit 10.9 to Form 10-K
            for the year ended December 29, 1991 and Exhibit 10.12(b) to
            Form 10-K for the year ended January 1, 1995).

10.13*      1995 Restatement of Incentive Compensation Plan for Executive
            Employees of Ekco Group, Inc. and its Subsidiaries, as amended
            (incorporated herein by reference to Exhibit 10.13 to Form 10-K
            for the year ended January 1, 1995 and Exhibit 10.1 to Form 10-Q
            for the quarterly period ended September 29, 1996).

10.14*      Ekco Group, Inc. Supplemental Executive
            Retirement Plan dated as of July 1, 1992
            (incorporated herein by reference to Exhibit
            10.13 to Form 10-K for the year ended January
            2, 1994).

10.15(a)*   Form of Split Dollar Agreement (incorporated herein by reference
            to Exhibit 10.14 to Form 10-K for the year ended January 2,
            1994).

10.15(b)    Schedule to Form of Split Dollar Agreement.

10.16(a)*   Ekco Group, Inc. Amended 1996 Performance Unit Rights Award
            Plan.

10.16(b)*   Form of Award Agreement dated as of September 25, 1996
            (incorporated herein by reference to Exhibit 10.2 to Form 10-Q
            for the period ended September 29, 1996).

                                       22
<PAGE>   24


10.16(c)*   Form of Award Agreement dated as of December 4, 1996 with Robert
            Stein.

10.17*      Severance agreement dated December 4, 1996 with Robert
            Stein.

10.18       Standstill Agreement with Stephen Weinroth dated as of March 30,
            1987, originally filed as Exhibit 10.15 to Form 10-K for the
            year ended December 28, 1986 (incorporated herein by reference
            to Exhibit 10.13 to Form 10-K for the year ended January 3,
            1993).

10.19       Standstill Agreement with G. Chris Andersen dated as of March
            30, 1987, originally filed as Exhibit 10.17 to Form 10-K for the
            year ended December 28, 1986 (incorporated herein by reference
            to Exhibit 10.14 to Form 10-K for the year ended January 3,
            1993).

10.20(a)    Indemnification Letter from American Home Products
            Corporation dated February 8, 1985 to The Ekco
            Group, Inc., originally filed as Exhibit 2.2 to
            Form 8-K as of October 23, 1987 (incorporated
            herein by reference to Exhibit 10.15(a) to Form
            10-K for the year ended January 3, 1993).

10.20(b)    Letter of Restatement and Confirmation of the
            Indemnification of American Home Products
            Corporation to The Ekco Group, Inc. from
            American Home Products Corporation to
            Centronics Corporation dated October 1, 1987,
            originally filed as Exhibit 2.3 to Form 8-K as
            of October 23, 1987 (incorporated herein by
            reference to Exhibit 10.15(b) to Form 10-K for
            the year ended January 3, 1993).

10.20(c)    Letter from American Home Products Corporation dated
            December 19, 1988, originally filed as Exhibit
            10.17(d) to Form 10-K for the year ended
            January 1, 1989 (incorporated herein by
            reference to Exhibit 10.18(c) to Form 10-K for
            the year ended January 1, 1995).

10.21       Agreement dated as of March 7, 1989 with Howard R. Curd et al.,
            originally filed as Exhibit 10.16 to Form 10-K for the year ended
            January 1, 1989 (incorporated herein by reference to Exhibit 10.19
            to Form 10-K for the year ended January 1, 1995).

10.22(a)    Credit Agreement dated as of April 11, 1995 among the registrant,
            Ekco Housewares, Inc., Frem Corporation (now Ekco Consumer
            Plastics, Inc.), Fleet Bank of Massachusetts, N.A., as agent, and 
            the Lenders party thereto, as amended (incorporated herein by 
            reference to Exhibit 10.28 to Form 10-Q for the quarterly period 
            ended April 2, 1995; Exhibit 10.28(b) to Form 8-K as of December 
            31, 1995; and Exhibit 10.23(c) to Form 10-K for the year ended 
            December 31, 1995).

10.22(b)    Third Amendment to Credit Agreement dated as of November 13, 1996.

11          Statement re: computation of per share earnings.  (Reference is 
            made to Note 12 of Notes to Consolidated Financial Statements in 
            Exhibit 13 hereto.)

13          1996 Annual Report to Stockholders (Sections
            entitled "Common Stock Price Range and
            Dividends," "Selected Consolidated Financial
            Data," "Management's Discussion and Analysis of
            Results of Operations and Financial Condition,"
            "Consolidated Balance Sheets," "Consolidated
            Statement of Operations," "Consolidated
            Statements of Stockholders' Equity,"
            "Consolidated Statements of Cash Flows," "Notes
            to Consolidated Financial Statements" and
            "Report of Independent Auditors").

21          Subsidiaries of the registrant.

23          Consent of KPMG Peat Marwick LLP.

27          Financial Data Schedule.

Schedules to Exhibits 10.21 and 10.22 will be supplied upon
request by the Commission.


THE FOREGOING EXHIBITS WILL NOT BE INCLUDED IN COPIES OF THIS ANNUAL REPORT ON
FORM 10-K SUPPLIED TO STOCKHOLDERS. A COPY OF THESE EXHIBITS WILL BE    
FURNISHED TO STOCKHOLDERS UPON WRITTEN REQUEST ADDRESSED TO SUSAN M. SCACCHI,
TREASURER, EKCO GROUP, INC., 98 SPIT BROOK ROAD, NASHUA, NEW HAMPSHIRE 03062.

                                       23

<PAGE>   25


                     INDEX TO EXHIBITS FILED WITH FORM 10-K
                   FOR THE FISCAL YEAR ENDED DECEMBER 29, 1996


Exhibit No.   Description
----------    -----------

3.1(ii)       By-laws as currently in effect, originally
              filed as Exhibit 3.2 to Form 10-K for the year
              ended December 29, 1991.

10.1(a)*      1984 Restricted Stock Purchase Plan, as amended,
              originally filed as Exhibit 10.1(a) to Form 10-K for the
              year ended December 29, 1991.

10.1(b)*      1985 Restricted Stock Purchase Plan, as amended,
              originally filed as Exhibit 10.3(a) to Form
              10-K for the year ended December 29, 1991.

10.1(c)(2)*   Schedule to Form of Restricted Stock Purchase Agreement.

10.1(d)(2)    Schedule to Form of Restricted Stock Purchase Agreement, as
              amended.

10.2(a)(1)*   1987 Stock Option Plan, as amended.

10.2(b)(2)    Schedule to Form of Non-Qualified Stock Option and Repurchase
              Agreement, as amended.

10.2(c)(2)    Schedule to Form of Non-Qualified Stock Option and Repurchase
              Agreement, as amended.

10.2(d)(2)    Schedule to Form of Incentive Stock Option Agreement.

10.2(e)*      Form of Non-Qualified Stock Option Agreement dated as of
              February 5, 1997.

10.3(b)       Schedule to Form of Indemnity Agreement.

10.5(a)(2)    Amendment to ESOP dated May 26, 1995.

10.5(a)(3)    Amendment to ESOP dated November 6, 1996.

10.6*         Employment Agreement with Malcolm L. Sherman dated 
              December 4, 1996.
    
10.10         Form of Amendment to Employment Agreement with Donato A.
              DeNovellis and Jeffrey A. Weinstein.

10.11*        Employment Agreement with Robert Varakian dated
              as of September 25, 1996.

10.15(b)*     Schedule to Form of Split Dollar Agreement.

10.16(a)*     Ekco Group, Inc. Amended 1996 Performance Unit Rights Award
              Plan.

10.16(c)*     Form of Award Agreement dated as of December 4, 1996 with Robert
              Stein.

10.17*        Severance agreement dated December 4, 1996 with Robert
              Stein.

10.22(b)      Third Amendment to Credit Agreement dated as of November 13, 1996.

11            Statement re: computation of per share earnings. (Reference is
              made to Note [12] of Notes to Consolidated Financial Statements 
              in Exhibit 13 hereto.)

13            1996 Annual Report to Stockholders (Sections
              entitled "Common Stock Price Range and
              Dividends," "Selected Consolidated Financial
              Data," "Management's Discussion and Analysis of
              Results of Operations and Financial Condition,"
              "Consolidated Balance Sheets," "Consolidated
              Statement of Operations," "Consolidated
              Statements of Stockholders' Equity,"
              "Consolidated Statements of Cash Flows," "Notes
              to Consolidated Financial Statements", and
              "Report of Independent Auditors").

21            Subsidiaries of the registrant.

23            Consent of KPMG Peat Marwick LLP.

27            Financial Data Schedule.

-------------------------------------------------------------------------------
(1) Numbered in accordance with Item 601 of Regulation S-K.
(2) An asterisk (*) denotes the Company's management contracts or
    compensatory plans or arrangements.