<PAGE>
                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                          
                                     FORM 10-Q
                                          
(Mark One)
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the quarterly period ended May 1, 1998
                                         OR
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the transition period from               to             

                          Commission file number:  0-22717
                                          
                                ACORN PRODUCTS, INC.
               (Exact name of registrant as specified in its charter)

               DELAWARE                                     22-3265462
     (State or other jurisdiction of                    (I.R.S. Employer 
     incorporation or organization)                    Identification No.)

                      500 DUBLIN AVENUE, COLUMBUS, OHIO 43215
               (Address of principal executive offices, including zip code)

                                   (614) 222-4400
                (Registrant's telephone number, including area code)
                                          
                                   NOT APPLICABLE
     (Former name, former address and former fiscal year, if changed since last
                                      report)
                                          
     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 the
filing requirements for at least the past 90 days.  YES   X     NO    
                                                        -----      -----

     Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date:  6,464,105 shares of
Common Stock, $.001 par value, were outstanding at June 11, 1998.

<PAGE>

                                     FORM 10-Q
                                          
                                ACORN PRODUCTS, INC.
                                          
                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             PAGE NO.
                                                                             --------
<S>                                                                          <C>
PART I.   FINANCIAL INFORMATION

     Item 1.   Financial Statements.                             

                    Consolidated Balance Sheets                                      3
                         August 1, 1997 and May 1, 1998

                    Consolidated Statements of Operations For the Quarter            4
                         and the Nine Months Ended May 2, 1997 and May 1, 1998

                    Consolidated Statements of Cash Flows For the Nine Months Ended  5
                         May 2, 1997 and May 1, 1998

                    Interim Notes to Consolidated Financial Statements               6

     Item 2.   Management's Discussion and Analysis of Financial                     7-9
                    Condition and Results of Operations.

PART II.  OTHER INFORMATION

     Item 6.   Exhibits and Reports on Form 8-K.                                     10

     Signatures                                                                      11
</TABLE>





                                      -2-

<PAGE>

                            PART 1. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                        ACORN PRODUCTS, INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
                          (IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>

                                                                             AUGUST 1,        MAY 1,
                                                                               1997           1998
                                                                             ---------        ------
                                                                                           (Unaudited)
<S>                                                                          <C>           <C>
ASSETS
Current assets:
   Cash      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  1,509       $  1,730
   Accounts receivable, less allowance for
      doubtful accounts ($713 and $971, respectively). . . . . . . . . . .    18,462         36,487
   Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27,642         31,559
   Prepaids and other current assets . . . . . . . . . . . . . . . . . . .     3,773          1,602
                                                                            --------       --------
      Total current assets . . . . . . . . . . . . . . . . . . . . . . . .    51,386         71,378
   Property, plant and equipment, net of accumulated depreciation. . . . .    15,650         16,407
   Goodwill, net of accumulated amortization . . . . . . . . . . . . . . .    29,374         30,997
   Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . .     2,480          2,462
                                                                            --------       --------
      Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 98,890       $121,244
                                                                            --------       --------
                                                                            --------       --------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Revolving credit facility . . . . . . . . . . . . . . . . . . . . . . .  $ 12,837       $ 26,164
   Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .     5,872         11,750
   Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . .     4,707          4,764
   Income taxes payable. . . . . . . . . . . . . . . . . . . . . . . . . .       350            258
   Other current liabilities . . . . . . . . . . . . . . . . . . . . . . .       711            674
                                                                            --------       --------
      Total current liabilities. . . . . . . . . . . . . . . . . . . . . .    24,477         43,610
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6,098          9,358
Other long-term liabilities. . . . . . . . . . . . . . . . . . . . . . . .     4,496          4,308
Net liabilities of discontinued operations . . . . . . . . . . . . . . . .       595           --  
                                                                            --------       --------
      Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . .    35,666         57,276
Stockholders' equity:
      Common stock, par value of $.001 per share, 20,000,000 shares
         authorized, 6,464,105 shares issued and outstanding at August 1,
         1997 and May 1, 1998, respectively. . . . . . . . . . . . . . . .    78,391         78,391
Contributed capital-stock options. . . . . . . . . . . . . . . . . . . . .       460            460
Minimum pension liability. . . . . . . . . . . . . . . . . . . . . . . . .      (133)          (133)
Retained earnings (deficit). . . . . . . . . . . . . . . . . . . . . . . .   (15,494)       (14,750)
                                                                            --------       --------
      Total stockholders' equity . . . . . . . . . . . . . . . . . . . . .    63,224         63,968
                                                                            --------       --------
      Total liabilities and stockholders' equity . . . . . . . . . . . . .  $ 98,890       $121,244
                                                                            --------       --------
                                                                            --------       --------
</TABLE>


                               See accompanying notes.

                                      -3-

<PAGE>

                        ACORN PRODUCTS, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                        (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                  FOR THE QUARTER ENDED         FOR THE NINE MONTHS ENDED
                                                ------------------------        -------------------------
                                                  MAY 2,         MAY 1,           MAY 2,          MAY 1,
                                                  1997           1998             1997            1998
                                                ---------      ---------        ---------       ---------
                                                          (Unaudited)                    (Unaudited)
<S>                                             <C>            <C>              <C>             <C>
Net sales    . . . . . . . . . . . . . . . .    $  37,270      $  37,911        $  77,967       $  79,470
Cost of goods sold . . . . . . . . . . . . .       26,935         29,440           57,077          61,057
                                                ---------      ---------        ---------       ---------
Gross profit . . . . . . . . . . . . . . . .       10,335          8,471           20,890          18,413
Selling, general and administrative
  expenses . . . . . . . . . . . . . . . . .        4,807          5,526           13,448          14,756
Interest expense . . . . . . . . . . . . . .        2,500            720            5,743           1,761
Amortization of intangibles. . . . . . . . .          202            231              604             668
Other expenses, net. . . . . . . . . . . . .          (36)           102            1,222             181
                                                ---------      ---------        ---------       ---------
Income (loss) from continuing
  operations before income taxes . . . . . .        2,862          1,892             (127)          1,047
Income taxes . . . . . . . . . . . . . . . .           52            549               52             303
                                                ---------      ---------        ---------       ---------
Income (loss) from continuing
  operations . . . . . . . . . . . . . . . .        2,810          1,343             (179)            744

Discontinued operations:
  Loss from operations . . . . . . . . . . .          602           --               (461)           --  
  Loss from disposal . . . . . . . . . . . .       (3,095)          --             (9,114)           --  
                                                ---------      ---------        ---------       ---------
    Loss from discontinued
      operations . . . . . . . . . . . . . .       (2,493)          --             (9,575)           --  
                                                ---------      ---------        ---------       ---------
Net income (loss). . . . . . . . . . . . . .         $317         $1,343          $(9,754)           $744
                                                ---------      ---------        ---------       ---------
                                                ---------      ---------        ---------       ---------
Net income (loss) applicable to
  common stock . . . . . . . . . . . . . . .          $38         $1,343         $(10,591)           $744

PER SHARE DATA (BASIC AND DILUTED):
Income (loss) from continuing
  operations . . . . . . . . . . . . . . . .        $1.88          $0.21           $(0.12)          $0.12
Loss from discontinued operations. . . . . .       $(1.66)         $--             $(6.40)          $--  
Preferred stock dividend . . . . . . . . . .       $(0.19)         $--             $(0.56)          $--  
                                                ---------      ---------        ---------       ---------
Net income (loss) applicable to
  common stock . . . . . . . . . . . . . . .        $0.03          $0.21           $(7.08)          $0.12
                                                ---------      ---------        ---------       ---------
                                                ---------      ---------        ---------       ---------
Weighted average shares
  outstanding. . . . . . . . . . . . . . . .    1,498,056      6,464,105        1,495,249       6,464,105
                                                ---------      ---------        ---------       ---------
                                                ---------      ---------        ---------       ---------
</TABLE>

                               See accompanying notes.

                                      -4-

<PAGE>

                       ACORN PRODUCTS, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                       FOR THE NINE MONTHS ENDED
                                                                       -------------------------
                                                                        MAY 2,           MAY 1,
                                                                         1997             1998
                                                                       --------        --------
                                                                              (Unaudited)
<S>                                                                    <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . $ (9,754)       $    744
Adjustments to reconcile net income (loss) to net cash provided by
  (used in) continuing operations:
  Loss from discontinued operations. . . . . . . . . . . . . . . . . .    9,575            --  
  Depreciation and amortization. . . . . . . . . . . . . . . . . . . .    2,402           2,886
  Financing fees, net. . . . . . . . . . . . . . . . . . . . . . . . .       30            --  
  Issuance of stock options. . . . . . . . . . . . . . . . . . . . . .      120            --  
  Changes in operating assets and liabilities:
    Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . .  (20,875)        (17,464)
    Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . .   (7,276)         (2,701)
    Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . .      (53)          1,755
    Accounts payable and accrued expenses. . . . . . . . . . . . . . .    8,432           5,541
    Income taxes payable . . . . . . . . . . . . . . . . . . . . . . .     (911)            (92)
    Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . .     (711)           (225)
                                                                       --------        --------
Net cash provided by (used in) continuing operations . . . . . . . . .  (19,021)         (9,556)
Net cash provided by (used in) discontinued operations . . . . . . . .    3,598            (625)
                                                                       --------        --------
Net cash provided by (used in) operating activities. . . . . . . . . .  (15,423)        (10,181)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net assets from acquisitions . . . . . . . . . . . . . . . . . . . . .   (6,455)         (3,260)
Purchases of property, plant and equipment, net. . . . . . . . . . . .   (1,639)         (2,925)
Proceeds from disposal of discontinued operations. . . . . . . . . . .    6,177            --  
                                                                       --------        --------
Net cash provided by (used in) investing activities. . . . . . . . . .   (1,917)         (6,185)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on acquisition loan . . . . . . . . . . . . . . . . . . . .    8,268           3,260
Net activity on revolving loan . . . . . . . . . . . . . . . . . . . .    8,482          13,327
Issuance of stock. . . . . . . . . . . . . . . . . . . . . . . . . . .       88            --  
                                                                       --------        --------
Net cash provided by (used in) financing activities. . . . . . . . . .   16,838          16,587
                                                                       --------        --------
Net increase (decrease) in cash. . . . . . . . . . . . . . . . . . . .     (502)            221
Cash at beginning of period. . . . . . . . . . . . . . . . . . . . . .      502           1,509
                                                                       --------        --------
Cash at end of period. . . . . . . . . . . . . . . . . . . . . . . . .   $ --            $1,730
                                                                       --------        --------
                                                                       --------        --------
Interest paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $2,186          $1,354
                                                                       --------        --------
                                                                       --------        --------
</TABLE>

                               See accompanying notes.

                                      -5-

<PAGE>

                        ACORN PRODUCTS, INC. AND SUBSIDIARIES
                  INTERIM NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     1.   Footnote disclosure which would substantially duplicate the disclosure
contained in the Annual Report to Stockholders for the year ended August 1, 1997
has not been included.  The unaudited interim consolidated financial statements
reflect all adjustments, in the opinion of management, that are necessary to a
fair statement of results for the periods presented and to present fairly the
consolidated financial position of Acorn Products, Inc. (the "Company") as of
May 1, 1998.  All such adjustments are of a normal recurring nature.

     2.   Inventories of the Company are stated at the lower of cost or market. 
Cost is determined using the first-in, first-out (FIFO) method.  Inventories
consist of the following:

<TABLE>
<CAPTION>
                                                  AUGUST 1,         MAY 1,
                                                    1997             1998
                                                  ---------        -------
                                                        (IN THOUSANDS)
<S>                                               <C>               <C>
Finished goods . . . . . . . . . . . . . . .      $14,460           $15,418
Work in process. . . . . . . . . . . . . . .        7,041             7,101
Raw materials and supplies . . . . . . . . .        6,741             9,677
                                                  -------           -------
                                                   28,242            32,196
Valuation reserves . . . . . . . . . . . . .         (600)             (637)
                                                  -------           -------
Total inventories. . . . . . . . . . . . . .      $27,642           $31,559
                                                  -------           -------
                                                  -------           -------
</TABLE>

     3.   In June 1998, the Company completed the acquisition of Thompson
Manufacturing Company ("Thompson") for approximately $6.65 million.  The final
purchase price is subject to certain closing working capital adjustments.  The
Company will account for the acquisition as a purchase.  Based in Chino,
California, Thompson manufactures and markets consumer-oriented hose attachment
products, such as spray nozzles and sprinklers, as well as commercial irrigation
systems.  The Company borrowed approximately $6.7 million through the
acquisition line of its bank credit facility to finance the Thompson
acquisition.


                                      -6-

<PAGE>

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS.

     The following discussion should be read in conjunction with the
consolidated financial statements of the Company and the other financial
information included elsewhere in this Quarterly Report on Form 10-Q, as well as
the factors set forth under the caption "Forward-Looking Information" below.

FORWARD-LOOKING INFORMATION

     Statements in the following discussion that indicate the Company's or 
management's intentions, hopes, beliefs, expectations or predictions of the 
future are forward-looking statements.  It is important to note that the 
Company's actual results could differ materially from those projected in such 
forward-looking statements.  Additional information concerning factors that 
could cause actual results to differ materially from those suggested in the 
forward-looking statements is contained under the caption "Management's 
Discussion and Analysis of Financial Condition and Results of Operations" in 
the Company's Annual Report on Form 10-K for the year ended August 1, 1997, 
as well as in the Company's Current Report on Form 8-K filed with the 
Securities and Exchange Commission on September 18, 1997, as the same may be 
amended from time to time.

THREE MONTHS ENDED MAY 1, 1998 COMPARED TO THREE MONTHS ENDED MAY 2, 1997

     NET SALES.  Net sales increased 1.7%, or $641,000, to $37.9 million in 
the third quarter of fiscal 1998 compared to $37.3 million in the third 
quarter of fiscal 1997.  The increase in net sales reflected $3.9 million of 
net sales by the Company's injection molding division and the Company's 
watering products subsidiary, as well as sales of new products, partially 
offset by a decline in net sales of long handle tools of approximately $3.2 
million.

     GROSS PROFIT.  Gross profit decreased 18.0%, or $1.9 million, to $8.5 
million in the third quarter of fiscal 1998 compared to $10.3 million in the 
third quarter of fiscal 1997.  Gross margin decreased to 22.3% in the third 
quarter of fiscal 1998 compared to 27.7% in the comparable period in fiscal 
1997.  The decrease in gross margin primarily was due to lower net sales of 
long handle tools and lower overhead absorption rates realized as the Company 
decreased production in response to sluggish demand, as well as additional 
promotional pricing in response to competitive pressures.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and 
administrative expenses increased 15.0%, or $719,000, to $5.5 million in the 
third quarter of fiscal 1998 compared to $4.8 million in the third quarter of 
fiscal 1997.  As a percentage of net sales, selling, general and 
administrative expenses increased to 14.6% in the third quarter of fiscal 
1998 from 12.9% in the third quarter of fiscal 1997.  The increase primarily 
resulted from increased selling expenses related to trade shows and 
cooperative advertising and to increased administrative expenses resulting 
from the Company's public company reporting requirements and pursuit of the 
Company's acquisition strategy.  The Company also incurred additional 
selling expenses related to its injection molding division and watering 
products subsidiary.

     OTHER EXPENSES, NET.  Other expenses, net, increased to $102,000 in the 
third quarter of fiscal 1998 compared to other income, net of $36,000 in the 
third quarter of fiscal 1997 primarily due to foreign currency transaction 
gains in the third quarter of 1997 not realized in 1998.

     INCOME FROM CONTINUING OPERATIONS.  Income from continuing operations 
before income taxes decreased 33.9%, or $970,000, to $1.9 million in the third
quarter of fiscal 1998 compared to $2.9 million in the same period of fiscal 
1997.  The Company recognized taxes of $549,000 in the third quarter of 
fiscal 1998, bringing income from continuing operations to $1.3 million in 
the third quarter of fiscal 1998 compared to $2.8 million in the third 
quarter of fiscal 1997.  The decrease in income from continuing operations 
primarily was due to the decline in net sales and gross profit discussed 
above, partially offset by a $1.8 million reduction in interest expense as a 
result of the retirement of indebtedness in connection with the Company's 
initial public offering in July 1997.

     NET INCOME.  Net income increased $1.0 million to $1.3 million in the 
third quarter of fiscal 1998 compared to $317,000 in the third quarter of 
fiscal 1997. The Company incurred a loss from discontinued operations of $2.5 
million in the third quarter of fiscal 1997.

NINE MONTHS ENDED MAY 1, 1998 COMPARED TO NINE MONTHS ENDED MAY 2, 1997

     NET SALES.  Net sales increased 1.9%, or $1.5 million, to $79.5 million 
in the first nine months of fiscal 1998 compared to $78.0 million in the 
first nine months of fiscal 1997.  The increase in net sales reflected $7.0 
million of net sales by the Company's injection molding division and the 
Company's recently acquired H.B. Sherman Manufacturing


                                      -7-

<PAGE>

Company watering products subsidiary, as well as sales of new products, 
partially offset by a decline in net sales of long handle tools and snow 
tools of approximately $5.4 million.

     GROSS PROFIT.  Gross profit decreased 11.9%, or $2.5 million, to $18.4 
million in the first nine months of fiscal 1998 compared to $20.9 million in 
the first nine months of fiscal 1997.  Gross margin decreased to 23.2% in the 
first nine months of fiscal 1998 compared to 26.8% in the first nine months 
of fiscal 1997.  The decrease in gross margin primarily was due to lower net 
sales of long handle tools and lower overhead absorption rates realized as 
the Company decreased production in response to sluggish demand, as well as 
additional promotional pricing in response to competitive pressures.  Gross 
margin also was adversely affected by increased manufacturing costs related 
to new product development and lower gross margins realized on sales by the 
Company's injection molding division.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and 
administrative expenses increased 9.7%, or $1.3 million, to $14.8 million in 
the first nine months of fiscal 1998 compared to $13.4 million in the first 
nine months of fiscal 1997.  As a percentage of net sales, selling, general 
and administrative expenses increased to 18.6% in the first nine months of 
fiscal 1998 compared to 17.2% in the same period of fiscal 1997.  The 
increase primarily resulted from the addition of selling expenses related to 
trade shows and cooperative advertising and to increased administrative 
expenses resulting from the Company's public company reporting requirements 
and pursuit of the Company's acquisition strategy.  The Company also incurred 
additional selling expenses related to its injection molding division and 
watering products subsidiary.

     OTHER EXPENSES, NET.  Other expenses, net, decreased $1.0 million to 
$181,000 in the first nine months of fiscal 1998 compared to $1.2 million in 
the first nine months of fiscal 1997.  The Company incurred bank fees of 
$951,000 in the second quarter of fiscal 1997.

     INCOME FROM CONTINUING OPERATIONS.  Income from continuing operations 
before income taxes increased to $1.0 million in the first nine months of 
fiscal 1998 from a loss of $127,000 in the first nine months of fiscal 1997.  
The Company recognized taxes of $303,000 in the in the first nine months of 
fiscal 1998, bringing income from continuing operations to $744,000 compared 
to a loss of $179,000 in the comparable period of fiscal 1997.  The increase 
in income from continuing operations primarily was due to a $4.0 million 
reduction in interest expense as a result of retirement of indebtedness in 
connection with the Company's initial public offering in July 1997 and a $1.0 
million reduction in other expenses, net.

     NET INCOME.  Net income increased $10.5 million to $744,000 in the first 
nine months of fiscal 1998 compared to a loss of $9.8 million in the first 
nine months of fiscal 1997.  The Company incurred a loss from discontinued 
operations of $9.6 million in the first nine months of fiscal 1997.

ACQUISITIONS

     In June 1998, the Company completed the acquisition of Thompson for 
approximately $6.65 million.  The final purchase price is subject to certain 
closing working capital adjustments.  Based in Chino, California, Thompson 
manufactures and markets consumer-oriented hose attachment products, such as 
spray nozzles and sprinklers, as well as commercial irrigation systems.  The 
Company borrowed approximately $6.7 million through the acquisition line of 
its bank credit facility to finance the Thompson acquisition.

SEASONAL AND QUARTERLY FLUCTUATIONS; IMPACT OF WEATHER

     The lawn and garden industry is seasonal in nature, with a high 
proportion of sales and operating income generated in January through May.  
Accordingly, the Company's sales tend to be greater during its third and 
fourth fiscal quarters.  As a result, the Company's operating results depend 
significantly on the spring selling season.  To support this sales peak, the 
Company must anticipate demand and build inventories of finished goods 
throughout the fall and winter.  Accordingly, the Company's level of raw 
materials and finished goods inventories tend to be at their highest, 
relative to sales, during the Company's first and second fiscal quarters.  
These factors increase variations in the Company's quarterly results of 
operations and potentially expose the Company to greater adverse effects of 
changes in economic and industry trends. Moreover, actual demand for the 
Company's products may vary substantially from the anticipated demand, 
leaving the Company with excess inventory or insufficient inventory to 
satisfy customer orders.

     Weather is the single most important factor in determining market demand 
for the Company's products and also is the least predictable.  For example, 
while floods in the Midwest adversely affected the sale of most types of lawn 
and garden equipment in 1992, the severe winter of 1994 resulted in a surge 
in demand for snow shovels.  In addition, bad weather during the spring 
gardening season, such as that experienced throughout most of the U.S. in the 
spring of 1995 and 1998, can adversely affect overall annual sales.

                                      -8-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     There have been no significant changes in the Company's liquidity or 
capital resources as of May 1, 1998 from those discussed in the Company's 
Annual Report on Form 10-K for the year ended August 1, 1997.

     In July 1997, the Company used approximately $9.6 million of the net 
proceeds from its initial public offering to redeem outstanding preferred 
stock and pay accumulated dividends thereon, approximately $11.0 million of 
the net proceeds from its initial public offering to repay a portion of 
certain subordinated notes and accrued interest thereon and approximately 
$20.6 million of the net proceeds from its initial public offering to repay a 
portion of the indebtedness outstanding under its bank credit facility and 
accrued interest thereon.  The Company also exchanged the remaining $24 
million aggregate principal amount of its outstanding subordinated notes for 
1,716,049 shares of its Common Stock.

DISPOSITION OF NON-LAWN AND GARDEN BUSINESS OPERATIONS

     In December 1996, the Company sold substantially all of the assets of 
VSI Fasteners, Inc. ("VSI"), a distributor of packaged fasteners, for 
approximately $6.9 million, plus the assumption of approximately $2.3 million 
of related liabilities.  In August 1997, the Company sold substantially all 
of the assets of McGuire-Nicholas Company, Inc. ("McGuire-Nicholas"), a 
manufacturer and distributor of leather, canvas and synthetic fabric tool 
holders and work aprons, for approximately $4.3 million, plus the assumption 
of approximately $4 million of related liabilities.  VSI's and 
McGuire-Nicholas' results of operations are shown as "Loss from Discontinued 
Operations" in the consolidated financial statements appearing elsewhere in 
this Quarterly Report on Form 10-Q. Net liabilities of the discontinued VSI 
and McGuire-Nicholas operations are shown as "net liabilities of discontinued 
operations" on the consolidated balance sheets appearing elsewhere in this 
Quarterly Report on Form 10-Q.

IMPACT OF THE YEAR 2000 ON COMPUTER SYSTEMS

     Some of the Company's older computer programs were written using two 
digits rather than four to define the applicable year.  As a result, those 
computer programs have time-sensitive software that recognize a date using 
"00" as the year 1900 rather than the year 2000.  This could cause a system 
failure or miscalculations causing disruptions of operations, including a 
temporary inability to process transactions, send invoices or engage in 
similar normal business activities.

     The Company has determined that it will have to modify or replace 
portions of its computer software and hardware so that its computer systems 
will function properly with respect to dates in the year 2000 and thereafter. 
In addition, the Company has initiated communications with its significant 
customers and suppliers to determine the extent to which the Company's 
interface systems are vulnerable to the failure of such customers and 
suppliers to remediate their own year 2000 issues.

     The Company anticipates completing its year 2000 project by December 31, 
1998, which is prior to any anticipated impact on its operating systems.  The 
total cost of the year 2000 project is estimated at approximately $500,000, 
which includes approximately $300,000 for the purchase of new computer 
software and hardware that will be capitalized and approximately $200,000 
that will be expensed as incurred.

     The cost of the Company's year 2000 project and its anticipated date of 
completion are based on management's current estimates.  There can be no 
assurance that the Company will not experience cost overruns or delays in the 
completion of its year 2000 project.  Factors that could cause such cost 
overruns or delays include, among other things, an unavailability of properly 
trained personnel, unforeseen difficulty locating and correcting relevant 
computer codes and similar uncertainties.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     None.

                                      -9-

<PAGE>

                            PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.

          None.

ITEM 2.   CHANGES IN SECURITIES.

          None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

          None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
                  
          None.

ITEM 5.  OTHER MATTERS.

         None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

         (a)  EXHIBITS.


                     EXHIBIT           EXHIBIT
                     NUMBER          DESCRIPTION

                       27      Financial Data Schedule.


         (b)  REPORTS ON FORM 8-K.

          The Registrant did not file any Current Reports on Form 8-K with the
Securities and Exchange Commission for the quarter ended May 1, 1998.


                                      -10-

<PAGE>

                                     SIGNATURES

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

                              ACORN PRODUCTS, INC.


Date:  June 11, 1998          By:     /s/ Gabe Mihaly          
                                   --------------------------------------------
                                   Gabe Mihaly, President and Chief Executive
                                   Officer (Principal Executive Officer)

Date:  June 11, 1998          By:     /s/ Stephen M. Kasprisin   
                                   --------------------------------------------
                                   Stephen M. Kasprisin, Vice President and
                                   Chief Financial Officer (Principal Financial
                                   and Accounting Officer)





                                      -11-


<PAGE>

                       ACORN PRODUCTS, INC. AND SUBSIDIARIES
                                     FORM 10-Q 
                                   EXHIBIT INDEX
                                          
                                          
                                          
     EXHIBIT                    EXHIBIT
      NUMBER                  DESCRIPTION

        27              Financial Data Schedule.