<PAGE>   1
 
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                                   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
 
                   FOR THE FISCAL YEAR ENDED JANUARY 3, 1999
 
                                       OR
[ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES ACT OF 1934
 
                           COMMISSION FILE NO. 1-7484
 
                                EKCO GROUP, INC.
             (Exact name of registrant as specified in its charter)
                            ------------------------
 
<TABLE>
<S>                                            <C>
                   DELAWARE                                     11-21676167
       (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                      Identification No.)
        98 SPIT BROOK ROAD, SUITE 102
            NASHUA, NEW HAMPSHIRE                                  03062
   (Address of principal executive offices)                      (Zip Code)
</TABLE>
 
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      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (603) 888-1212
          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 
<TABLE>
<S>                                            <C>
                                                           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
</TABLE>
 
          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.  [ ]
 
     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
$71 million based upon the closing price of the shares on the New York Stock
Exchange Composite Tape on March 26, 1999.
 
     As of March 26, 1999, there were issued and outstanding 19,101,326 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 January 3, 1999: 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 25, 1999: 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 United States developer, manufacturer
and marketer of branded consumer products that are broadly marketed primarily in
the United States through major mass merchant, supermarket, home, hardware,
specialty and department stores. The Company's products include household items
such as bakeware, kitchenware, pantryware, brooms, brushes and mops, as well as
non-poisonous and low-toxic household pest control products and small animal
care and control products. In addition, the Company also markets pet products,
such as ropes, chews, collars and leashes. The Company believes it is the
leading United States supplier of metal bakeware, kitchen tools and gadgets and
non-toxic pest control products. In addition, the Company believes it is a
leading United States manufacturer and marketer of small animal care and control
products, marketer of other kitchenware products and cleaning products
(primarily brushes, brooms and mops), and marketer and supplier of pet supplies
and accessories.

          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. ("EKCO
          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.

          April 1993--acquisition of Kellogg Brush Manufacturing Co., a supplier
          of brushes, brooms and mops. (Kellogg Brush Manufacturing Co.'s name
          was changed to EKCO Cleaning, Inc. ("EKCO Cleaning") in March 1998.

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

          December 1996--sublicense of the FARBERWARE(R) brand name from Meyer
          Marketing Company Ltd. for use on certain of the Company's bakeware
          products.

          July 1997--formation of EKCO International, Inc. ("EKCO
          International"), a subsidiary organized to grow the Company's business
          in international markets.

          January 1998--acquisition of Aspen Pet Products, Inc. ("Aspen"), a
          marketer of dog and cat supplies and accessories, as well as other pet
          products.

          May 1998--acquisition of the exclusive North American rights to sell
          cutlery and flatware products under the Regent Sheffield(R) and
          Wiltshire(R) brands.


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<PAGE>   3


          March 1999--license of the exclusive North American rights to the
          Cuisinart(R) brand name from Conair Corporation for use on certain of
          the Company's kitchen tools, gadgets and bakeware products.

          The Company's business strategy is to continue to focus on growth
through its emphasis on marketing and sales of brand name consumer products,
both in the United States and internationally. The Company seeks to create
innovative and attractive products, introduce new products quickly and
strengthen customer relationships. The Company also intends to pursue growth
through acquisition of additional consumer product lines and businesses as
opportunities arise.

BUSINESS SEGMENTS

          The Company operates in three primary business segments: (i)
Housewares Products, (ii) Pest Control and Small Animal Care and Control
Products, and (iii) Pet Products. Financial information by industry segment for
the three years ended January 3, 1999 is set forth in Note 14 of Notes to
Consolidated Financial Statements appearing in Exhibit 13 hereto, incorporated
herein by reference. Note 14 reflects the adoption by the Company of Statement
of Financial Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information ("Statement 131") which establishes new
standards for reporting information about operating segments in annual financial
statements, requires selected information about operating segments in interim
financial reports and establishes standards for related disclosures about
products and services, geographic areas and major customers. Statement 131 is
effective beginning with the Company's fiscal year ended January 3, 1999
("Fiscal 1998").

ACQUISITIONS

          In January 1998, the Company completed the acquisition (the
"Acquisition") of all of the outstanding equity securities of APP Holding
Corporation ("APP"), the parent corporation and sole stockholder of Aspen, a
leading marketer and supplier of pet accessories, such as ropes, chews, collars
and leashes. Pursuant to the stock purchase and sale agreement, the Company paid
approximately $25 million in cash (including $450,000 of expenses incurred in
connection with the Acquisition) and refinanced APP's outstanding bank debt of
approximately $9.1 million. In addition, if Aspen achieves certain predetermined
financial results during Fiscal 1998, 1999, 2000, 2001 and 2002, the Company
will make annual payments to certain former APP stockholders. The Company funded
the Acquisition with its existing cash and borrowings made pursuant to a
December 15, 1997 amendment to its bank credit facility. See Notes 2 and 5 of
Notes to Consolidated Financial Statements appearing in Exhibit 13 hereto,
incorporated herein by reference, for information about the Acquisition and the
amendment to the Company's credit facility.

         In May 1998, the Company completed the acquisition of the exclusive
North American rights to sell cutlery and flatware products under the
Regent Sheffield(R) and Wiltshire(R) brands. The Company paid approximately $2.5
million in cash for the rights and inventory with a value of approximately $2.3
million, and is obligated to make future royalty payments pursuant to a license
agreement and to pay for subsequently acquired inventory.

RECENT DEVELOPMENTS

          DIVESTITURES. In Fiscal 1998, the Company continued the repositioning
program it initiated two years ago by selling the assets of two businesses which
no longer fit its strategic plans: The Wright-Bernet, Inc. and Cleaning
Specialty Co. divisions of the Company's Housewares Products segment's cleaning
products business and Woodstream's animal leg trap product line. During the
fourth quarter, the Company decided to sell the business and assets of the
Wright-Bernet, Inc. and Cleaning Specialty Co. divisions. The sale was completed
in January 1999 and was effective as of December 31, 1998. The expected proceeds
consist of $5.8 million, including a $747,000 note due in July 1999, a $500,000
cash payment made in January 1999 and $4.5 million of additional 


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<PAGE>   4
cash payments to be received in fiscal 1999. The sale agreement also provided
for royalty payments over a five-year period with minimum annual payments of
$200,000. The Company recorded a special charge of $16.2 million in the fourth
quarter of Fiscal 1998 in connection with this transaction. See Note 17 of Notes
to Consolidated Financial Statements appearing in Exhibit 13 hereto,
incorporated herein by reference, for information about the sale and special
charge in connection with this sale. In January 1999, the Company also completed
the sale of the assets of Woodstream's animal leg trap product line for
consideration and on terms which are not material.

          LICENSE. In March 1999, the Company announced that it entered into an
exclusive licensing agreement with Conair Corporation for the design,
manufacture and distribution of kitchen tools, gadgets and bakeware under the
Cuisinart(R) brand name in the United States and Canada. The license agreement
provides for an initial six year term, which renews automatically for successive
one-year periods subject to certain limitations. The addition of the new
Cuisinart(R) line of kitchen tools, gadgets and bakeware is intended to further
broaden the Company's market position in high-end distribution channels, such as
department and specialty stores.

HOUSEWARES PRODUCTS

          BAKEWARE. The Company manufactures and markets a broad line of metal
bakeware for home use, including the following: 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) trademark; non-stick coated and
uncoated bakeware marketed under the FARBERWARE(R) brand name and baking
equipment, such as cooling racks, cookie cutter sets and cast aluminum ovenware,
marketed under the VIA(R) brand name. Through EKCO 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. Sales of bakeware
accounted for 28.8% of consolidated net revenues for Fiscal 1998. The Company
believes it is the leading United States supplier of metal bakeware in the
United States.

          KITCHENWARE. The Company markets and sells a broad line of kitchenware
products which it sources from third parties, including the following: Kitchen
tools and gadgets, such as spoons, spatulas, ladles and other cooking
accessories, and peelers, corkscrews, whisks, can openers and similar items,
marketed under the EKCO(R), EKCO PRO(TM), Baker's Secret(R) and VIA(R)
trademarks; pantryware, such as canister sets, spice racks and napkin and paper
towel holders, under the VIA(R) trademark; stainless steel and
porcelain-on-steel tea kettles and carafes under the EKCO(R) and VIA(R)
trademarks; and cookware under the EKCO(R) trademark. The Company also markets
stainless steel and carbon steel cutlery, stainless steel flatware, mixing bowls
and colanders. The Company markets more than 1,000 kitchenware items, including
multiple colors of the same item and various packaging combinations particularly
in its line of kitchen tools and gadgets. Sales of kitchenware accounted for
32.2% of consolidated net revenues for Fiscal 1998. The Company believes that it
is the leading United States supplier of kitchen tools and gadgets and a leading
United States supplier of other kitchenware products.

          CLEANING PRODUCTS. The Company markets a line of cleaning products for
home use, including brooms, brushes and mops, marketed under the EKCO(R) and
Clean Results(R) trademarks. Sales of cleaning products accounted for 16.4% of
consolidated net revenues for Fiscal 1998 and includes sales of cleaning
products of the Wright-Bernet, Inc. and Cleaning Specialty Co. divisions, which
were sold as of December 31, 1998. The Company believes that it is a leading
marketer of cleaning brushes for household and personal use.

          NEW PRODUCT OFFERINGS. The Company continually updates its lines of
Housewares Products and 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. During Fiscal 1998, the Company launched its FARBERWARE(R) line of heavy
gauge non-stick coated and uncoated steel baking pans, cookie sheets and
roasting pans; Baker's Secret(R) line of travel bakeware products; EKCO(R) line
of uncoated


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<PAGE>   5
insulated bake pans; EKCO(R) lines of 18/10 stainless steel cookware and EKCO(R)
line of non-stick roasting pans; EKCO(R) line of bar tools; EKCO(R) line of
upscale kitchenware; and EKCO(R) line of laundry care items. At the
International Housewares Show in January 1999, the Company introduced many new
product offerings, including Regent Sheffield(R) and Wiltshire(R) lines of
cutlery and flatware; VIA(R) line of heavy gauge stainless steel flatware;
VIA(R) line of barware; VIA(R) line of salad and serving pieces; and EKCO(R)
line of non-stick coated aluminum cookware. The Company also broadened its
EKCO(R) and VIA(R) tea kettle lines with new offerings and relaunched its j-hook
and zip-strip impulse merchandising display program. New product offerings were
also added to the Company's Baker's Secret(R) line of baking pans and
FARBERWARE(R) line of heavy-duty baking and roasting pans. Cleaning product
introductions included, among other things, an EKCO(R) line of feather dusters.

          PRINCIPAL FACILITIES AND MANUFACTURE OF BAKEWARE AND CLEANING
PRODUCTS. Principal facilities are located in Franklin Park, Illinois and
Massillon, Ohio, and the Housewares Products segment's principal warehousing
facilities are located in Bolingbrook, Illinois and Monroe, Ohio. The Company
manufactures most of its bakeware in Massillon, Ohio and utilizes a variety of
standard manufacturing processes, including metal stamping and spray coating.
During Fiscal 1998, the Company manufactured most of its brooms, brushes and
mops utilizing standard manufacturing processes, including injection molding,
wire twisting and solid-back bristling.

          DISTRIBUTION AND CUSTOMERS. Management believes that the Company's
Housewares Products segment has one of the broadest distribution networks in the
housewares industry. The Company markets its housewares products primarily in
the United States through substantially all distribution channels that sell
housewares products for everyday home use, including mass merchandisers,
supermarkets, hardware stores, drug stores, specialty stores and other retail
channels. The Company sells its housewares products to more than 76 of the 100
largest housewares retailers (as ranked in the January 1999 Home World Business
Magazine category analysis of the top 100 retailers), including Wal-Mart and
Kmart, and to 88% of the 75 largest U.S. and Canadian food companies (as ranked
in the January 25, 1999 Supermarket News magazine analysis of the top 75 food
companies in North America). The Company's housewares products are distributed
through the following retail channels: Bakeware is distributed primarily through
mass merchandisers, supermarkets and specialty stores; kitchenware is
distributed primarily through supermarkets and mass merchandisers, as well as
hardware and drug stores; VIA(R) and FARBERWARE(R) products are distributed
primarily through department stores and specialty stores; and cleaning products
are marketed primarily to mass merchandisers and supermarkets. Two customers
accounted for a substantial portion of this segment's business, and the loss of
either customer could have a material adverse effect on the segment.

PEST CONTROL AND SMALL ANIMAL CARE AND CONTROL PRODUCTS

          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. The Company's products include spring-action 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. In Fiscal 1998, the Company introduced
a line of Victor(R) poison-free aerosol products which kill a variety of bugs
and flying insects, and a line of Havahart(R) birdfeeders, birdhouses and
accessories. Sales of pest control and small animal care and control products
accounted for 12.6% of consolidated net revenues for Fiscal 1998. The Company
believes it is the leading supplier of non-toxic pest control products, rodent
traps and live animal cage traps in the United States.

          PRINCIPAL FACILITIES AND MANUFACTURE OF PRODUCTS. Principal facilities
are located in Lititz, Pennsylvania. The Company manufactures most of its pest
control and small animal care and control products and utilizes a variety of
standard manufacturing processes, including mesh welding, wire forming and
automatic staple setting.



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          DISTRIBUTION AND CUSTOMERS. The Company's 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. The Company sells
its pest control and small animal care and control products to many of the
largest hardware chains, including Home Depot U.S.A., True-Serve, Ace Hardware
Corp. and Lowe's Co., Inc. The loss of any single customer would not have a
material adverse effect on this segment.

PET PRODUCTS

          PRODUCTS. The Company markets and supplies a broad line of pet
products which it sources from third parties, including leashes and collars, dog
toys and cat pan liners marketed under the Aspen Pet(R) and Banana Pet(TM) brand
names, as well as litter boxes, cat toys and furniture, ropes, tugs, rings and
chews for dogs and birds, bird toys and accessories marketed under the BOODA(TM)
brand name. During Fiscal 1998, the Company introduced a line of Aspen Pet(R)
identification tags, tubes, bells and whistles for training and safety and a
line of Aspen Pet(R) upscale dog collars and leashes. The Company expanded its
Booda Velvets(R) line of dog chews made with corn starch and BOODA(TM) line of
biodegradable dog and cat toys. During the fourth quarter of 1998, the Company
introduced a line of super-premium dry dog food under the VITARX(TM) brand name.
Sales of pet products accounted for 10% of consolidated net revenues in Fiscal
1998. The Company believes that it is a leading United States marketer of dog
and cat supplies and accessories, such as ropes, chews, collars and leashes.

          PRINCIPAL FACILITIES. Principal facilities are located in Denver,
Colorado.

          DISTRIBUTION AND CUSTOMERS. The Company's pet products are primarily
distributed in the United States through pet superstores, mass merchandisers,
supermarkets, pet specialty stores and catalogs. Two customers accounted for a
substantial portion of this segment's business, and the loss of either customer
could have a material adverse effect on this segment.

SALES, MARKETING AND CUSTOMERS

          The Company markets its products directly through its own sales and
marketing organization and through a network of representatives and brokers.
Outside the United States, the Company's Housewares Products are marketed
through its Canadian and United Kingdom subsidiaries, the export division of
EKCO International 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.
In addition, the Company's Pest Control and Small Animal Care and Control
Products are also marketed by the Company's Canadian subsidiary. Of its
customers, sales by the Company to Wal-Mart and Kmart accounted for 13.0% and
10.2%, respectively, of the Company's net revenues in Fiscal 1998.

RAW MATERIALS

          The Company purchases primary raw materials, including steel, wood,
wire, corrugated boxes and card stock for packaging, from a number of suppliers
for the manufacture of the Housewares Products segment's bakeware and the Pest
Control and Small Animal Care and Control products. 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 complete products, primarily the Housewares Products segment's
kitchenware products, the Pet Products segment's products and, since the end of
Fiscal 1998, the Housewares Products segment's cleaning products from several
foreign and domestic suppliers. The Company believes that raw materials 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.


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TRADEMARKS, PATENTS AND LICENSES

          The Company believes that its EKCO(R) trademark, as well as its
Baker's Secret(R) and VIA(R) trademarks, and its license of the FARBERWARE(R),
Regent Sheffield(R) and Wiltshire(R) trademarks are significant to the
competitive position of its Housewares Products segment. The Company's
Havahart(R) and Victor(R) trademarks are likewise significant to the competitive
position of its Pest Control and Small Animal Care and Control segment, and its
Aspen Pet(R) and BOODA(TM) trademarks are significant to its Pet Products
segment. The Company holds a number of patents, none of which is believed to be
material to the business of the Company.

COMPETITION

          The Company believes that the markets for all of its products in all
segments are highly competitive. Competition for retail sales to consumers is
based on several factors, including brand name recognition, value, quality,
price, innovation and availability. 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 many well-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.
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 those mentioned above. 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 in each of the Company's segments, including as to
the Housewares Products segment, holiday cooking and baking in the second half
of the year; and as to the Pest Control and Small Animal Care and Control
segment's pest control products, the fourth quarter increase in the sale of
rodent traps. The Pet Products segment is not significantly affected by seasonal
trends. 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 any
of the Company's business segments 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, with respect to the products which it
manufactures, has generally been able to adjust production levels to meet
increases in customers' orders that cannot be filled from inventory.

PRODUCT DEVELOPMENT 

          Information as to Company-sponsored research and development
activities is not material to an understanding of any of the Company's business
segments.


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<PAGE>   8


COMPANY EMPLOYEES

          As of January 3, 1999, the Company employed 1,067 persons in the
United States, of whom 492 were represented under collective bargaining
agreements which expire on dates ranging from February 2000 to February 2002.
The Company also employed 48 persons in Canada, 19 of whom were represented
under a collective bargaining agreement which expires in January 2000, and 30
persons in the United Kingdom. The Company considers its employee relations to
be satisfactory.

BUSINESS OUTLOOK

          This annual report on Form 10-K, including, but not limited to,
"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 Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such statements are based on management's
current expectations and are subject to a number of factors and uncertainties
which could cause actual results to differ materially from those described in
the forward-looking statements. Such factors and uncertainties include, but are
not limited to: the impact of the level of the Company's indebtedness;
restrictive covenants contained in the Company's various debt documents; general
economic conditions 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; the timely implementation by the Company of its Year
2000 Project, the future costs associated with its Year 2000 Project and the
timely conversion by key vendors, customers, suppliers and other third parties
on which the Company relies; 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.

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Cuisinart(R) is a registered trademark of Conair Corporation and is used under
license. FARBERWARE(R) is a registered trademark of Farberware Inc. and is used
under license. Regent Sheffield(R) is owned by Regent-Sheffield, Ltd. and is
used under license. Wilshire(R) is owned by McPherson's Limited and is used
under license.


ITEM 2.   PROPERTIES

          As of January 3, 1999, the Company owned or leased for use in its
business the properties set forth in the table and footnotes below:


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<TABLE>
<CAPTION>

                                                                 Approximate         Owned or       Lease
Description of Property(1)(2)      Location                      Square Footage      Leased         Expires
-------------------------------------------------------------------------------------------------------------------
<S>                                <C>                           <C>                 <C>            <C>
Executive offices                  Nashua, New Hampshire           8,000             Leased         11/06/02

Administrative offices for         Franklin Park,                190,000             Leased         01/31/04
Housewares Products segment;       Illinois
and warehousing and distribution
center for Housewares Products
segment's VIA(R)products

Manufacturing, warehousing         Massillon, Ohio               244,000              Owned          N/A
and distribution center for
Housewares Products segment's
bakeware products

Warehousing and distribution       Bolingbrook,                  260,000             Leased         06/30/02
center for Housewares              Illinois                      108,000             Leased         11/10/99
Products

Warehousing and distribution       Monroe, Ohio                  116,000             Leased         07/31/02
for Housewares Products
segment's cleaning products

Manufacturing, warehousing,        Lititz,                       300,000              Owned          N/A
distribution and office facility   Pennsylvania
for Pest Control and Small
Animal Care and Control Products

Office and warehousing facility    Denver, Colorado              82,000              Leased         06/30/04
for Pet Products

Office and warehousing facility    Niagara Falls,                120,000              Owned          N/A
for products for sale and          Ontario, Canada
distribution in Canada

Office and warehousing facility    Chepstow, Gwent                45,000             Leased         06/03/14
for products for sale and          U.K.
distribution in the U.K. and
internationally

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</TABLE>

(1)       In addition to the properties listed in the table, as of January 3,
          1999 the Company owned approximately 839,000 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. The Company subleased its 100,000 sq. ft. facility in
          Hamilton, Ohio to the purchaser of the assets of the Housewares
          Products segment's Wright-Bernet, Inc. and Cleaning Specialty Co.
          divisions for an initial term expiring in December 2003.


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

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.

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 the Company 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 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, oil or both 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.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          Not applicable.


                                       9

<PAGE>   11



                                 EXECUTIVE OFFICERS OF THE REGISTRANT

NAME                     AGE       OFFICE HELD

Malcolm L. Sherman       67        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. Since
                                   February 1993, Mr. Sherman has served as
                                   Chairman of the Board of Advisors of the
                                   several Gordon Brothers companies (a group of
                                   companies which provide retail, merchant and
                                   financial services to the retail community as
                                   well as serve as wholesalers of fine
                                   jewelry). He was Chairman and Director of
                                   K.T. Scott, Ltd. (a chain of wallpaper and
                                   window treatment stores) from January 1991 to
                                   August 1995. Mr. Sherman has had many years
                                   of experience in the retail and housewares
                                   industries, including service to Zayre Stores
                                   (a chain of general merchandise discount
                                   stores) in a number of executive capacities
                                   which included Chairman from 1982 to 1987,
                                   and from 1975 to 1987 service to Zayre
                                   Corporation (a group of companies engaged in
                                   retail businesses) as its Executive Vice
                                   President.

Donato A. DeNovellis     54        Executive Vice President, Finance and
                                   Administration, 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.

Jeffrey A. Weinstein     48        Executive Vice President, April 1985 to
                                   present; President and Managing Director,
                                   EKCO International, Inc., July 1997 to
                                   present; Secretary, February 1988 to October
                                   1997; General Counsel, October 1978 to
                                   October 1997; and President, EKCO Consumer
                                   Plastics, Inc., July 1996 to April 1997.

J. Jay Althoff           34        Vice President, Secretary and General
                                   Counsel, October 1997 to present. Prior to
                                   joining the Company, from September 1993 to
                                   September 1997 Mr. Althoff was an associate
                                   with Ropes & Gray (a law firm) working with
                                   corporate clients. From August 1987 through
                                   October 1989, Mr. Althoff was an associate in
                                   the Capital Markets Group of Westpac Banking
                                   Corporation (an Australian bank).

Stuart W. Cohen          52        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.
                                   (an investment products and management firm),
                                   where he was responsible for strategic
                                   planning and business development.


                                       10


<PAGE>   12


Peter D. Conopask        48        Vice President, Information Technology, and
                                   Chief Information Officer, February 1999 to
                                   present. Prior to joining the Company, from
                                   June 1996 to February 1999, Mr. Conopask
                                   served as Chief Information Officer and
                                   Director of Information Systems and
                                   Telecommunications of Toray Plastics
                                   (America), Inc. (a Japanese process
                                   manufacturer of plastic films and chemicals),
                                   and from 1990 to May 1996, he served as
                                   Director of Information Services &
                                   Telecommunications for Cranston Print Works
                                   Co. (a manufacturer and designer of textiles,
                                   chemicals and related services).

Brian R. McQuesten       49        Vice President, February 1996 to present; and
                                   Controller, May 1987 to present.


          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.




                                       11


<PAGE>   13




                                     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 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          The Company is exposed to market risk inherent in interest rates,
foreign currency exchange rates, and certain commodity prices. The Company does
not hold or issue derivative financial or derivative commodity instruments for
any purposes. In the normal course of business, the Company also faces risks
that are either non-financial or non-quantifiable. Such risks include those
risks inherent in doing business in any country, credit risk and legal risk and
are not included in the following discussion.

          In the ordinary course of business, the Company is exposed to interest
rate risk. For fixed rate debt, interest rate changes affect the fair value, but
do not impact earnings or cash flow. Conversely, for floating rate debt,
interest rate changes generally do not affect the fair market value, but do
impact future earnings and cash flow. A one percentage point increase in
interest rates may decrease the fair value of the Company's $125 million 9.25%
fixed rate Senior Notes by approximately $5.8 million. The pre-tax earnings and
cash flow impact for one year based upon the amounts outstanding at January 3,
1999 under the Company's variable rate bank credit facilities for a
one-percentage point change in interest rates would be $113,000. The Company
does not undertake any specific actions to cover its exposure to interest rate
risk and the Company is not party to any interest rate risk management
transactions.

          The Company manufactures products in the United States and also
sources products, principally from third parties in the Far East under US dollar
contracts. The Company has sales subsidiaries in Canada and the United Kingdom.
The Company's earnings and cash flow are subject to fluctuations due to exchange
rate variation. The Company's third party export sales are in the currency of
the Company's selling entity. The Company does not hedge its foreign currency
exposure arising from intercompany receivables and payable transactions with its
foreign subsidiaries. A 10% change in the Canadian and British exchange rates
based upon the U.S. dollar liabilities of the Company's Canadian and United
Kingdom subsidiaries at January 3, 1999 could affect the Company's pre-tax
earnings by $800,000 and $900,000, respectively.


                                       12

<PAGE>   14


          Due to the diversity of the Company's product lines, the Company does
not have material sensitivity to any one commodity. The Company manages
commodity price exposures primarily through the duration and terms of its vendor
contracts.


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 sections entitled
          "Election of Directors" and "Section 16(a) Beneficial Ownership
          Reporting Compliance" appearing in the Company's definitive proxy
          statement with respect to the 1999 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," "Performance Graph" and "Repricing of Stock Options") appearing
in the Company's definitive proxy statement with respect to the 1999 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 1999 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 1999 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.......................       49

          Consolidated balance sheets at January 3, 1999
          and December 28, 1997................................       13

          Consolidated statements of operations for
          the fiscal years ended January 3,1999,
          December 28, 1997 and December 29, 1996..............       14

          Consolidated statements of stockholders'
          equity for the fiscal years ended January 3, 1999,
          December 28, 1997 and December 29, 1996..............       16

          Consolidated statements of cash flows
          for the fiscal years ended January 3, 1999,
          December 28, 1997 and December 29, 1996..............       18

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

                                                                 PAGE NUMBER IN
                                                                 FORM 10-K
                                                                 ---------------

     Independent auditors' report..............................       17


2.   FINANCIAL STATEMENT SCHEDULE:

     II 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 1, 1998, the registrant filed a report
     on Form 8-K as of September 28, 1998 to report under "Item 5 Other Events"
     the filing of a press release announcing preliminary expectations for its
     third quarter sales and earnings.



                                       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, Chairman and Chief Executive Officer
                    (Principal Executive Officer)
                    Date:     March 30, 1999

                    By:  /s/ DONATO A. DENOVELLIS
                         ------------------------
                    Donato A. DeNovellis, Executive Vice President, Finance and
                    Administration, and Chief Financial Officer
                    (Principal Financial Officer)
                    Date:     March 30, 1999

                    By:  /s/ BRIAN R. MCQUESTEN
                         ----------------------
                    Brian R. McQuesten, Vice President and Controller
                    (Principal Accounting Officer)
                    Date:     March 30, 1999

          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 30, 1999
--------------------------
George W. Carmany, III

/s/ MICHAEL G. FRIEZE              Director            March 30, 1999
---------------------
Michael G. Frieze

/s/ AVRAM J. GOLDBERG              Director            March 30, 1999
---------------------
Avram J. Goldberg

/s/ KENNETH J. NOVACK              Director            March 30, 1999
---------------------
Kenneth J. Novack

/s/ STUART B. ROSS                 Director            March 30, 1999
------------------
Stuart B. Ross

/s/ MALCOLM L. SHERMAN             Director            March 30, 1999
----------------------
Malcolm L. Sherman

/s/ ALAN D. SOLOMONT               Director            March 30, 1999
--------------------
Alan D. Solomont

/s/ BILL W. SORENSON               Director            March 30, 1999
--------------------
Bill W. Sorenson

/s/ HERBERT M. STEIN               Director            March 30, 1999
--------------------
Herbert M. Stein



                                       16

<PAGE>   18


                          INDEPENDENT AUDITORS' REPORT



     Board of Directors and Stockholders
     EKCO Group, Inc.

     Under date of February 12, 1999, we reported on the consolidated balance
     sheets of EKCO Group, Inc. and subsidiaries as of January 3,1999 and
     December 28, 1997, and the related consolidated statements of operations,
     stockholders' equity and cash flows for each of the fiscal years in the
     three-year period ended January 3, 1999, as contained in the 1998 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 1998. 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
     therein.



                                             /s/ KPMG Peat Marwick LLP
                                             -------------------------

     Boston, Massachusetts
     March 19, 1999





                                       17


<PAGE>   19



                        EKCO GROUP, INC. AND SUBSIDIARIES
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
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
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>            <C>               <C>                <C>            <C>                <C>
YEAR ENDED JANUARY 3, 1999:
  Allowance for doubtful
     accounts                        $  957          $  (54)          $   49 (1)         $    -         $  309             $  643
                                     ------         -------           ------             ------         ------             ------

YEAR ENDED DECEMBER 28, 1997:
  Allowance for doubtful
   accounts                          $  760         $   183            $  14             $    -         $    -             $  957
  Provisions related to
   consolidation of
   cleaning business                  1,697               -                -              1,697              -                  -
  Provision for disposal of
   discontinued operations            5,500               -                -              5,500              -                  -
                                     ------         -------           ------             ------         ------             ------
                                     $7,957         $   183           $   14             $7,197         $    -             $  957
                                     ======         =======           ======             ======         ======             ======

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
                                     ======         =======           ======             ======         ======             ======

(1)  Included in valuation of assets of Aspen Pet Products, Inc. acquired during January 1998.
</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)      Form of Certificate of Designations of Series A Junior
               Participating Preferred Stock (incorporated herein by reference
               to Exhibit 3.1(i)(b) to Form 10-K for the year ended December
               28, 1997).

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 (incorporated herein by reference
               to Form 10-K for the year ended December 29, 1996).

4.1            Amended and Restated Rights Agreement dated as of March 21, 1997
               with American Stock Transfer & Trust Company, including Form of
               Rights Certificate (incorporated herein by reference to Exhibit
               4.1 to Form 8-K as of March 21, 1997).

4.2(a)(1)      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(a)(2)      First Supplemental Indenture dated as of January 16, 1998 among
               the registrant, its U.S. subsidiary guarantors and State Street
               Bank and Trust Company (incorporated herein by reference to
               Exhibit 4.2(a)(2) to Form 10-K for the year ended December
               28, 1997).

4.2(b)         Form of 9 1/4% Senior Note due 2006, included in Exhibit
               4.2(a)(1) (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 (incorporated
               herein by reference to Exhibit 10.1(a) to Form 10-K for the year
               ended December 29, 1996).

--------------------------------------------------------------------------------
(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



10.1(b)*       1985 Restricted Stock Purchase Plan, as amended (incorporated
               herein by reference to Exhibit 10.1(b) to Form 10-K for the year
               ended December 29, 1996).

10.1(c)*       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, Exhibit 10.1(c)(3) to Form
               10-K for the year ended December 31, 1995 and schedule thereto in
               Exhibit 10.1(c)(2) to Form 10-K for the year ended December 29,
               1996).

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

10.2(a)*       1987 Stock Option Plan, as amended, including forms of incentive
               stock option and non-qualified stock option agreements
               (incorporated herein by reference to Exhibit 10.2(a) to Form 10-K
               for the year ended December 28, 1997).

10.2(b)(1)*    Form of Non-Qualified Stock Option and Repurchase Agreement, as
               amended (incorporated herein by reference to Exhibit
               10.2(b)(2)(i) 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)*       Form of Non-Qualified Stock Option Agreement (incorporated herein
               by reference to Exhibit 10.2(e) to Form 10-K for the year ended
               December 29, 1996).

10.2(d)(1)*    Form of Non-Qualified Stock Option and Repurchase Agreement
               (incorporated herein by reference to Exhibit 10.2(e) to Form 10-K
               for the year ended December 28, 1997).

10.2(d)(2)     Schedule to Form of Non-Qualified Stock Option and Repurchase
               Agreement.

10.2(e)*       Form of Non-Qualified Stock Option Agreement (incorporated herein
               by reference to Exhibit 10.2(f) to Form 10-K for the year ended
               December 28, 1997).

10.3           Form of Indemnity Agreement for officers and directors,
               originally filed as Exhibit 10.3(c) to Form 10-K for the year
               ended January 1, 1995.

10.4(a)(1)*    EKCO Group, Inc. 1988 Directors' Stock Option Plan, as amended,
               and form of Non-Qualified Stock Option and Repurchase Agreement
               (incorporated herein by reference to Exhibit 10.4 to Form 10-K
               for the year ended December 28, 1997).

10.4(a)(2)     Schedule to Form of Non-Qualified Stock Option and Repurchase
               Agreement.

10.5(a)*       EKCO Group, Inc. Employees' Stock Ownership Plan ("ESOP")
               effective as of 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 and Exhibits 10.5(a)(2) and 10.5(a)(3)
               to Form 10-K for the year ended December 29, 1996).

10.5(b)        Amendment dated June 26, 1998 to EKCO Group, Inc. Employees'
               Stock Ownership Plan.

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


                                       20


<PAGE>   22


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 to Form
               10-K for the year ended December 29, 1996).

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 to Form 10-K for the year
               ended December 29, 1996).

10.9*          Form of Amended and Restated Employment Agreement with Brian R.
               McQuesten and another officer dated as of May 25, 1995, as
               amended (incorporated herein by reference to Exhibit 10.5 to Form
               10-Q for the quarterly period ended October 1, 1995).

10.10*         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).

10.11*         1995 Restatement of Incentive Compensation Plan for Executive
               Employees of EKCO Group, Inc. and its Subsidiaries, as amended
               (incorporated herein by reference to Exhibit 10.12 to Form 10-K
               for the year ended December 28, 1997).

10.12*         EKCO Group, Inc. Supplemental Executive Retirement Plan dated as
               of July 1, 1992, originally filed as Exhibit 10.12 to Form 10-K
               for the year ended January 2, 1994.

10.13*         Form of Split Dollar Agreement, originally filed as Exhibit 10.14
               to Form 10-K for the year ended January 2, 1994.

10.14*         EKCO Group, Inc. Amended 1996 Performance Unit Rights Award Plan
               (incorporated herein by reference to Exhibit 10.14 to Form 10-K
               for the year ended December 29, 1996).

10.15(a)       Indemnification Letter from American Home Products Corporation
               dated February 8, 1985 to The Ekco Group, Inc. (incorporated
               herein by reference to Exhibit 10.15(a) to Form 10-K for the year
               ended December 28, 1997).

10.15(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 (incorporated herein by reference to
               Exhibit 10.15(b) to Form 10-K for the year ended December 28,
               1997).

10.15(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).

10.16(a)       Amended and Restated Credit Agreement dated as of April 11, 1995
               and amended and restated as of July 8, 1997 with Fleet National
               Bank (incorporated herein by reference to Exhibit 10.22 to Form
               10-Q for the quarterly period ended June 29, 1997).

10.16(b)       First Amendment to Amended and Restated Credit Agreement dated as
               of December 15, 1997 (incorporated herein by reference to Exhibit
               10.16(b) to Form 10-K for the year ended December 28, 1997).


                                       21

<PAGE>   23


10.17          Subordinated Promissory Note dated March 28, 1997 made by Austin
               Products, Inc. to Ekco Consumer Plastics, Inc. (incorporated
               herein by reference to Exhibit 10.1 to Form 10-Q for the
               quarterly period ended March 30, 1997).

10.18          Stock Purchase and Sale Agreement dated as of December 15, 1997
               with APP Holding Corporation ("APP"), APP's stockholders and
               APP's warrantholder (incorporated herein by reference to Exhibit
               2 to Form 8-K as of January 16, 1998).

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             1998 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.

--------------------------------------------------------------------------------

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 DONATO A. DeNOVELLIS,
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, EKCO GROUP, INC., 98 SPIT
BROOK ROAD, SUITE 102, NASHUA, NEW HAMPSHIRE 03062.



                                       22


<PAGE>   24



                     INDEX TO EXHIBITS FILED WITH FORM 10-K
                    FOR THE FISCAL YEAR ENDED JANUARY 3, 1999

EXHIBIT NO.    DESCRIPTION

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

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

10.3*          Form of Indemnity Agreement for officers and directors,
               originally filed as Exhibit 10.3(c) to Form 10-K for the year
               ended January 1, 1995.

10.4(a)(2)*    Schedule to Form of Directors' Stock Option and Repurchase
               Agreement.

10.5(b)        Amendment dated June 26, 1998 to EKCO Group, Inc. Employees'
               Stock Ownership Plan.

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

10.12*         EKCO Group, Inc. Supplemental Executive Retirement Plan dated as
               of July 1, 1992, originally filed as Exhibit 10.12 to Form 10-K
               for the year ended January 2, 1994.

10.13          Form of Split Dollar Agreement, originally filed as Exhibit 10.14
               to Form 10-K for the year ended January 2, 1994.

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

13             1998 Annual Report to Stockholders (Sections entitled "Selected
               Consolidated Financial Data," "Common Stock Price Range and
               Dividends," "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.

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     (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.





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