<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 January 29, 1999
                                          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: 6,364,105 shares of
Common Stock, $.001 par value, were outstanding at March 10, 1999.


<PAGE>


                                      FORM 10-Q

                                 ACORN PRODUCTS, INC.

                                  TABLE OF CONTENTS
                                                                      PAGE NO.

PART I.   FINANCIAL INFORMATION

     Item 1.   Financial Statements.                             

                    Consolidated Balance Sheets                            3
                         July 31, 1998 and January 29, 1999

                    Consolidated Statements of Operations For the          4
                         Three Months and Six Months Ended 
                         January 30, 1998 and January 29, 1999

                    Consolidated Statements of Cash Flows For the          5
                         Six Months Ended January 30, 1998 and 
                         January 29, 1999

                    Interim Notes to Consolidated Financial Statements     6

     Item 2.   Management's Discussion and Analysis of Financial          7-10
                    Condition and Results of Operations.

PART II.  OTHER INFORMATION

     Item 5.   Other Matters.                                              11

     Item 6.   Exhibits and Reports on Form 8-K.                           11

     Signatures                                                            12

<PAGE>


                            PART 1. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>

                                                                                            JULY 31,                  JANUARY 29,
                                                                                             1998                        1999
                                                                                    -------------------        -------------------
                                                                                                                     (Unaudited)
<S>                                                                                 <C>                        <C> 
ASSETS
Current assets:
 Cash...........................................................................           $   1,240                  $     898
 Accounts receivable, less allowance for                                                                                         
  doubtful accounts ($894 and $874, respectively)...............................              24,553                     20,477
 Inventories....................................................................              30,123                     38,388
 Prepaids and other current assets..............................................               2,948                      2,784
                                                                                           ---------                  ---------
  Total current assets..........................................................              58,864                     62,547
 Property, plant and equipment, net of accumulated                                                                               
  depreciation..................................................................              16,205                     16,583
 Goodwill, net of accumulated amortization......................................              35,271                     35,468
 Other intangible assets........................................................               2,293                      2,057
                                                                                           ---------                  ---------
  Total assets..................................................................           $ 112,633                  $ 116,655
                                                                                           ---------                  ---------
                                                                                           ---------                  ---------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Revolving credit facility......................................................           $  16,308                  $  20,623
 Accounts payable...............................................................               7,010                      9,399
 Accrued expenses...............................................................               4,413                      5,195
 Income taxes payable...........................................................                  43                      (626)
 Other current liabilities......................................................                 445                        231
                                                                                           ---------                  ---------
  Total current liabilities.....................................................              28,219                     34,822
 Long-term debt.................................................................              16,009                     16,009
 Other long-term liabilities....................................................               4,054                      3,637
                                                                                           ---------                  ---------
  Total liabilities.............................................................              48,282                     54,468
Stockholders' equity:
  Common stock, par value of $.001 per share,                                                                            
    20,000,000 shares authorized, 6,464,105 shares                                                                         
    issued and outstanding at July 31, 1998 and                                                                            
    January 29, 1999, respectively..............................................              78,391                     78,391
Contributed capital-stock options...............................................                 460                        460
Minimum pension liability.......................................................               (285)                      (285)
Retained earnings (deficit).....................................................            (14,215)                   (16,379)
                                                                                           ---------                  ---------
  Total stockholders' equity....................................................              64,351                     62,187
                                                                                           ---------                  ---------
  Total liabilities and stockholders' equity....................................           $ 112,633                  $ 116,655
                                                                                           ---------                  ---------
                                                                                           ---------                  ---------

</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 Six Months Ended
                                              ---------------------------------------    ------------------------------------
                                                 JANUARY 30,           JANUARY 29,          JANUARY 30,         JANUARY 29,
                                                    1998                  1999                 1998                1999
                                              ------------------    -----------------    ----------------   -----------------
                                                               (Unaudited)                             (Unaudited)
<S>                                           <C>                   <C>                  <C>                <C>
Net sales....................................   $         21,143     $         22,449      $       41,559    $         44,621
Cost of goods sold...........................             16,340               16,965              31,617              33,779
                                              ------------------    -----------------    ----------------   -----------------
Gross profit.................................              4,803                5,484               9,942              10,842
Selling, general and administrative                                                                                           
  expenses...................................              4,411                4,981               9,230               9,791
Interest expense.............................                522                  801               1,041               1,473
Amortization of intangibles..................                219                  262                 437                 523
Other expenses, net:
  Watering products consolidation............                 --                  355                  --                 355
  Strategic transactions.....................                 --                  856                  --                 994
  Miscellaneous..............................                 38                   92                  79                 204
                                              ------------------    -----------------    ----------------   -----------------

Income (loss) from continuing                                                                                                 
  operations before income taxes.............              (387)              (1,863)               (845)             (2,498)
Income taxes (benefit).......................              (112)                (373)               (246)               (500)
                                              ------------------    -----------------    ----------------   -----------------
Income (loss) from continuing                                                                                                 
  operations.................................              (275)              (1,490)               (599)             (1,998)
Loss from discontinued operations,
  net of tax.................................                --                   --                  --               (166)
                                              ------------------    -----------------    ----------------   -----------------

Net income (loss)............................  $           (275)      $       (1,490)     $         (599)    $        (2,164)
                                              ------------------    -----------------    ----------------   -----------------
                                              ------------------    -----------------    ----------------   -----------------

PER SHARE DATA (BASIC AND DILUTED):
Income (loss) from continuing operations       $          (0.04)    $          (0.23)     $        (0.09)   $          (0.31)
Loss from discontinued operations............                --                   --                  --              (0.02)
                                              ------------------    -----------------    ----------------   -----------------
Net income (loss) ...........................  $          (0.04)    $          (0.23)     $        (0.09)   $          (0.33)
                                              ------------------    -----------------    ----------------   -----------------
                                              ------------------    -----------------    ----------------   -----------------

Weighted average shares                      
  outstanding................................          6,464,105            6,464,105           6,464,105           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 SIX MONTHS ENDED
                                                                                ----------------------------------------
                                                                                     JANUARY 30,          JANUARY 29,
                                                                                        1998                 1999
                                                                                -------------------   ------------------
                                                                                                 (Unaudited)
<S>                                                                             <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)..........................................................     $             (599)           $  (2,164)
Adjustments to reconcile net income (loss) to net cash provided by                                                      
  (used in) continuing operations:                                                                                      
  Depreciation and amortization............................................                   1,849                2,048
  Changes in operating assets and liabilities:                                 
    Accounts receivable....................................................                 (1,185)                4,076
    Inventories............................................................                 (5,745)              (8,265)
    Other assets...........................................................                   1,195                  400
    Accounts payable and accrued expenses..................................                   2,288                3,171
    Income taxes payable...................................................                   (508)                (669)
    Other liabilities......................................................                   (116)                (465)
                                                                                -------------------   ------------------
Net cash provided by (used in) continuing operations.......................                 (2,821)              (1,868)
Net cash provided by (used in) discontinued operations.....................                   (469)                (166)
                                                                                -------------------   ------------------
Net cash provided by (used in) operating activities........................                 (3,290)              (2,034)
CASH FLOWS FROM INVESTING ACTIVITIES:                                          
Additional cost of net assets acquired in acquisitions.....................                      --                (720)
Purchases of property, plant and equipment, net............................                 (2,119)              (1,903)
                                                                                -------------------   ------------------
Net cash provided by (used in) investing activities........................                 (2,119)              (2,623)
CASH FLOWS FROM FINANCING ACTIVITIES:                                          
Net activity on revolving loan.............................................                   4,478                4,315
                                                                                -------------------   ------------------
Net cash provided by (used in) financing activities........................                   4,478                4,315
                                                                                -------------------   ------------------
Net increase (decrease) in cash............................................                   (931)                (342)
Cash at beginning at period................................................                   1,509                1,240
                                                                                -------------------   ------------------
Cash at end of period......................................................     $               578  $               898
                                                                                -------------------   ------------------
                                                                                -------------------   ------------------
Interest paid..............................................................     $               834  $             1,469
                                                                                -------------------   ------------------
                                                                                -------------------   ------------------


</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 July 31, 1998
has not been included.  The unaudited interim consolidated financial statements
reflect all adjustments that in the opinion of management 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
January 29, 1999.  All such adjustments are of a normal recurring nature.

     2.   Inventories of Acorn Products, Inc. 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>

                                         JULY 31,          JANUARY 29,
                                           1998               1999
                                      --------------   ---------------
                                              (In thousands)
<S>                                   <C>              <C>
Finished goods.....................   $       16,270    $       21,030
Work in process....................            5,709             7,229
Raw materials and supplies.........            9,212            11,163
                                      --------------   ---------------
                                              31,191            39,422
Valuation reserves.................          (1,068)           (1,034)
                                      --------------   ---------------
Total inventories..................   $       30,123    $       38,388
                                      --------------   ---------------
                                      --------------   ---------------

</TABLE>

     3.   In November 1998, the Company received notification of an assessment
of approximately $200,000 in state taxes and interest related to the sale in
August 1997 of substantially all of the assets of its McGuire-Nicholas Company,
Inc. subsidiary.  The Company is contesting the amount of the assessment.  The
Company has recorded the contingent liability associated with the assessment,
net of the effect of taxes, as a loss from discontinued operations.  See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations  -- Disposition of Non-Lawn and Garden Business Operations."

     4.   In June 1997, the Financial Standards Board issued Statement No. 130,
Reporting Comprehensive Income ("SFAS 130").  SFAS 130 requires adoption for
fiscal years beginning after December 15, 1997.  Therefore, the Company was
required to adopt SFAS 130 effective August 1, 1998.  The total comprehensive
loss for the quarter and the six months ended January 29, 1999 was $599 and
$2,164 respectively.

     5.   In January 1999 the Company incurred expenses of $355 in 
consolidating its watering products division into a single facility.

     6.   The Company incurred expenses for legal, accounting, consulting and
other expenses related to certain strategic transactions in the amount of $856
in the second quarter of fiscal 1999 and $994 for the six months ended January
29, 1999.


                                         -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 July 31, 1998, 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 amended on October 29,1998 and as
the same may be amended from time to time.

THREE MONTHS ENDED JANUARY 29, 1999 COMPARED TO THREE MONTHS ENDED JANUARY 30,
1998

     NET SALES.  Net sales increased 6.2%, or $1.3 million, to $22.4 million in
the second quarter of fiscal 1999 compared to $21.1 million in the second
quarter of fiscal 1998.  The increase in net sales reflected the addition of the
Company's watering products division and increased net sales by the Company's
injection molding division, partially offset by a decrease in reported
wheelbarrow sales.  Although the Company's overall wheelbarrow sales increased
in the period, most of those sales were attributable to the Company's
wheelbarrow joint venture.  Only the Company's portion of the profit or loss
from the wheelbarrow joint venture is included in the Company's financial
statements.    

     GROSS PROFIT.  Gross profit increased 14.2%, or $0.7 million, to $5.5
million in the second quarter of fiscal 1999 compared to $4.8 million in the
comparable period of fiscal 1998.  Gross margin increased to 24.4% in the second
quarter of fiscal 1999 from 22.7% in the second quarter of fiscal 1998.  The
increase in gross margin primarily was due to realization of benefits from the
Company's cost reduction programs as well as greater overhead absorption rates.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased 12.9%, or $570,000, to $5.0 million in the
second quarter of fiscal 1999 from $4.4 million in the second quarter of fiscal
1998.  As a percentage of net sales, selling general and administrative expenses
increased to 22.2% in the second quarter of fiscal 1999 from 20.9% in the second
quarter of fiscal 1998.  The increase in selling, general and administrative
expenses resulted primarily from increased customer program costs, as well as
the addition of the company's watering products division.

     OTHER EXPENSES, NET.  Other expenses, net, increased to $1.3 million in the
second quarter of fiscal 1999 from $38,000 in the second quarter of fiscal 1998.
Approximately $856,000 of other expense, net, in the second quarter of fiscal
1999 related to accounting, legal, consulting and other expenses incurred in 
connection with the exploration of strategic transactions.  In addition, the 
Company incurred expenses of approximately $355,000 in the second quarter of 
fiscal 1999 related to the consolidation of the manufacturing operations of 
the Company's watering products division.  The Company also incurred other 
expenses, net, of approximately $92,000 in the second quarter of fiscal 1999 
primarily related to the amortization of bank financing fees.

     LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES.  Loss from continuing
operations before income taxes increased to $1.9 million in the second quarter
of fiscal 1999 from $387,000 in the second quarter of fiscal 1998.  The increase
in loss from continuing operations before income taxes resulted primarily from
the strategic transaction and watering products consolidation expenses described
above.

     NET LOSS.  The Company recognized a tax benefit of $373,000 in the second
quarter of fiscal 1999 compared to a tax benefit of $112,000 in the second
quarter of fiscal 1998, bringing the loss from continuing operations to $1.5
million in the second quarter of fiscal 1999 compared to a loss of $275,000 in
the second quarter of fiscal 1998.

SIX MONTHS ENDED JANUARY 29, 1999 COMPARED TO SIX MONTHS ENDED JANUARY 30, 1998

     NET SALES.  Net sales increased 7.4%, or $3.0 million to $44.6 million in
the first six months of fiscal 1999 compared to $41.6 million in the first six
months of fiscal 1998.  The increase in net sales reflected the addition of the
Company's watering products division and increased net sales by the Company's
injection molding division.


                                         -7-
<PAGE>

     GROSS PROFIT.  Gross profit increased 9.1%, or $900,000, in the first six
months of fiscal 1999 to $10.8 million from $9.9 million in the first six months
of fiscal 1998.  Gross margin increased to 24.3% in the first six months of
fiscal 1999 from 23.9% in the comparable period of fiscal 1998.  The increase in
gross margin primarily was due to realization of benefits from the Company's
cost reduction program, as well as greater overhead absorption rates.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased 6.1%, or $561,000, to $9.8 million in the
first six months of fiscal 1999 compared to $9.2 million in the first six months
of fiscal 1998.  As a percentage of net sales, selling, general and
administrative expenses decreased to 21.9% in the first six months of fiscal
1999 compared to 22.2% in the first six months of fiscal 1998.  The increase in
selling, general and administrative expenses resulted primarily from the
addition of the Company's watering products division.

     OTHER EXPENSES, NET.  Other expenses, net increased to $1.6 million in the
first six months of fiscal 1999 from $79,000 in the first six months of fiscal
1998.  Approximately $994,000 of other expenses, net in the first six months of
1999 related to accounting, legal, consulting and other related expenses
incurred in connection with the exploration of strategic transactions.  In
addition, the Company incurred expenses of approximately $355,000 in the first
six months of fiscal 1999 related to the consolidation of the manufacturing
operations of the Company's watering products division.  The Company also
incurred other expenses, net of approximately $204,000 in the first six months
of fiscal 1999 primarily related to the amortization of bank financing fees.

     LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES.  Loss from continuing
operations before income taxes increased to $2.5 million in the first six months
of fiscal 1999 from $845,000 in the comparable period of fiscal 1998.  The
increase in loss from continuing operations before income taxes resulted
primarily from the strategic transaction and watering products consolidation
expenses described above.

     LOSS FROM CONTINUING OPERATIONS.  The Company recognized a tax benefit of
$500,000 in the first six months of fiscal 1999 compared to a tax benefit of
$246,000 in the comparable period of fiscal 1998, bringing the loss from
continuing operations to $2.0 million in the first six months of fiscal 1999
compared to a loss of $599,000 in the first six months of fiscal 1998.

     NET LOSS.  The Company incurred a loss from discontinued operations, net of
tax, of $166,000 in the first six months of fiscal 1999, bringing the net loss
to $2.2 million for the period compared to a loss of $599,000 for the first six
months of fiscal 1998.

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.

LIQUIDITY AND CAPITAL RESOURCES

     The Company entered into an amendment to its Credit Facility on February
26, 1999.  This amendment provided for modifications to certain financial and
reporting covenants as well as other modifications to the agreement including a
$10.0 million increase in the revolving portion of the Credit Facility.  This
increase will be available annually from January 1 to June 30 of each fiscal
year.

     On March 3, 1999, the Company's Board of Directors authorized a stock
repurchase program to permit the acquisition of up to $2.5 million of the
Company's common stock during the next 12 months.  The purchases may be made
from time to time on the open market or in privately negotiated transactions,
depending upon market conditions.

     There have been no other significant changes in the Company's liquidity and
capital resources as of January 29, 1999 from those discussed in the Company's
Annual Report on Form 10-K for the year ended July 31, 1998.


                                         -8-
<PAGE>

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 $4.7 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.

CONSOLIDATION OF MANUFACTURING FACILITIES

     On March 3, 1999, the Company announced that it will close its Columbus,
Ohio manufacturing facility and consolidate the operations into its primary
manufacturing facility in Frankfort, New York.  The Company will continue to
operate the Columbus facility, which has about 110 manufacturing positions,
through August 1999.  The Company plans to add 110 new employees at the
Frankfort plant.  The net consolidation costs are expected to be under $3
million, while savings will be over $1 million annually.  The Company expects to
incur the costs of the consolidation over the next nine months.

IMPACT OF THE YEAR 2000 ON COMPUTER SYSTEMS

     STATE OF READINESS.  The Company has reviewed its Year 2000 issues in
regard to both its information-technology and its non-information-technology. 
The Company's operating system software as well as some of the Company's older
software applications were written using two digits rather than four to define
the applicable year.  As a result, those software applications 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 software applications and hardware so that its computer systems will
function properly with respect to dates in the Year 2000 and thereafter.  The
Company expects that its information-technology will be Year 2000-ready by June
1, 1999, which is prior to any anticipated impact on its operating systems.  The
Company does not believe that there any material Year 2000 issues with regard to
its non-information-technology. 

     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.  Based on such communications, the Company
is not currently aware of any third-party issue applicable to the Year 2000 that
is likely to have a material impact on the conduct of the business, the results
of operations or the financial condition of the Company.

     COSTS TO ADDRESS THE COMPANY'S YEAR 2000 ISSUES.  Although the Company is
currently updating its computer systems, such updating was not accelerated due
to Year 2000 issues.  The following chart reflects the Company's estimated Year
2000-specific costs plus the estimated cost to update its current computer
systems.

<TABLE>
<CAPTION>

                              ESTIMATED CONVERSION COST

                                         EXPENSE             CAPITAL
                                         -------             -------
<S>                                     <C>                 <C>
          Hardware                            --            $200,000
          Project Management            $125,000              75,000
          Software and Custom Coding     165,000                  --
                                        --------            --------
                                        $290,000            $275,000
                                        --------            --------
                                        --------            --------

</TABLE>

     RISKS OF THE COMPANY'S YEAR 2000 ISSUES.  The Company does not believe that
any Year 2000 issues will impact its manufacturing.  The Company believes 
that its greatest Year 2000 risk is the risk that its customers and suppliers 
are not Year 2000-ready.  Failure by the Company, or its customers or 
suppliers to adequately address the Year 2000 issues in a timely manner could 
have a material impact on the conduct of the business, the results of 
operations and the financial 


                                         -9-
<PAGE>

condition of the Company.  Accordingly, the Company plans to address all Year
2000 issues before problems materialize.  The Company believes that the
associated costs are adequately budgeted for in its fiscal 1999 business plans.
However, should efforts on the part of the Company, its customers and suppliers
fail to adequately address their relevant Year 2000 issues, the most likely
worst case scenario would be a material loss of revenue to the Company.

     THE COMPANY'S CONTINGENCY PLANS.  The Company will produce contingency
plans on a case by case basis as required as it completes its Year 2000 efforts.
At the present time, as no material risks have been identified, no contingency
plans have been formed.

     RISKS.  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.


                                         -10-
<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.

          If any stockholder of the Company wishes to submit a proposal to be
included in this year's Proxy Statement and acted upon at the Company's 1999
Annual Meeting of Stockholders which will be held on June 15, 1999, the proposal
must be received by the Secretary of the Company at the principal executive
offices of the Company, 500 Dublin Avenue, Columbus, Ohio 43215 prior to the
close of business on March 31, 1999.  Any stockholder proposal submitted outside
the processes of Rule 14a-8 under the Securities Exchange Act of 1934 for
presentation to the Company's 1999 Annual Meeting of Stockholders will be
considered untimely for purposes of Rule 14a-4 and 14a-5 if notice thereof is
received by the Company after March 31, 1999.

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

     (a)  EXHIBITS.

         EXHIBIT                       EXHIBIT
         NUMBER                      DESCRIPTION

          10.1      Fourth Amendment to Amended and Restated Credit Agreement,
                    February 26, 1999, between UnionTools, Inc. and Heller
                    Financial, Inc., in its capacity as Agent for the Lenders
                    party to the Amended and Restated Credit Agreement.

           27       Financial Data Schedule.

     (b)  REPORTS ON FORM 8-K.

          None.


                                         -11-
<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:  March 12, 1999              By:   /S/ GABE MIHALY 
                                      ----------------------------------------
                                        Gabe Mihaly, President and Chief
                                        Executive Officer (Principal Executive
                                        Officer)

Date:  March 12, 1999              By:  /S/ STEPHEN M. KASPRISIN 
                                      ----------------------------------------
                                        Stephen M. Kasprisin, Vice President and
                                        Chief Financial Officer (Principal
                                        Financial and Accounting Officer)


                                         -12-
<PAGE>

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



         EXHIBIT                       EXHIBIT
         NUMBER                      DESCRIPTION

          10.1      Fourth Amendment to Amended and Restated Credit Agreement,
                    February 26, 1999, between UnionTools, Inc. and Heller
                    Financial, Inc., in its capacity as Agent for the Lenders
                    party to the Amended and Restated Credit Agreement.

           27       Financial Data Schedule.